Common use of With Consent Clause in Contracts

With Consent. This Trust Agreement and the rights and obligations of the Owners, and the Lease and the rights and obligations of the parties thereto, may be modified or amended at any time, with notice to any rating agency then rating the Certificates by a supplemental agreement or amendment thereto which shall become effective when the written consents of the Insurer (so long as the Insurer is not in default in its payment obligations under the 2003 Insurance Policy or 2007 Insurance Policy) and Owners of a majority in aggregate principal amount of the Certificates then Outstanding, exclusive of Certificates disqualified as provided in Section 10.03 hereof, shall have been filed with the Trustee. No such modification or amendment shall: (i) extend or have the effect of extending the fixed maturity of any Certificate or reducing the interest rate with respect thereto or extending the time of payment of interest, or reducing the amount of principal thereof or reducing any premium payable upon the prepayment thereof, or diminish the security afforded by the Insurance Policy insuring such series of Certificates without the express consent of the Owners of such series of Certificates and the Insurer providing such Insurance Policy (so long as the Insurer is not in default in its payment obligations under such Insurance Policy), or (ii) reduce or have the effect of reducing the percentage of Certificates required for the affirmative vote or written consent to an amendment or modification of this Trust Agreement or the Lease, or (iii) modify any of the rights or obligations of the Trustee without its written assent thereto, or (iv) amend this Section 10.01 without the prior written consent of the Owners of all Certificates then outstanding and the Insurer (so long as the Insurer is not in default in its payment obligations under the Insurance Policies provided by the Insurer). The Trustee shall have the right to require such opinions of counsel as it deems necessary concerning (i) the lack of material adverse effect of the amendment on Owners and (ii) the fact that the amendment will not affect the tax status of interest with respect to the Certificates. Any such supplemental agreement or amendments thereto shall become effective as provided in Section 10.02 hereof.

With Consent. This Trust Agreement and subject to Section 1.13, with the rights and obligations approval of the Owners, and the Lease and the rights and obligations Bondholders of the parties thereto, may be modified or amended at any time, with notice to any rating agency then rating the Certificates by a supplemental agreement or amendment thereto which shall become effective when the written consents of the Insurer (so long as the Insurer is not same percentage in default in its payment obligations under the 2003 Insurance Policy or 2007 Insurance Policy) and Owners of a majority in aggregate principal amount of the Certificates Series 2022A Bonds then OutstandingOutstanding affected by such amendment or supplement as the percentage in principal amount of the Series 2022A Bonds then Outstanding affected by any supplemental indenture the consent of the Bondholders of which is sufficient for the authorization of such supplemental indenture pursuant to Section 11.02 of the Series 2022A Bond Indenture, exclusive to add any provisions to or change in any manner or eliminate any provisions of Certificates disqualified this Series 2022A Loan Agreement, except as otherwise provided in Section 10.03 hereof11.02 of the Series 2022A Bond Indenture for indentures supplemental to the Series 2022A Bond Indenture. The Bond Trustee may in its discretion determine whether or not any Series 2022A Bonds would be affected by any amendment or supplement described in Clause E or I of this Section, and any such determination shall have been filed with be conclusive upon every Bondholder of Series 2022A Bonds, whether theretofore or thereafter authenticated under the TrusteeSeries 2022A Bond Indenture. No The Bond Trustee may conclusively rely upon an Opinion of Counsel in making such modification determination and shall not be liable for any such determination made in good faith. [In determining whether any amendment, consent, waiver, or amendment shall: (i) extend other action to be taken, or have any failure to take action, under this Series 2022A Loan Agreement would adversely affect the security for the Insured Bonds or the rights of the Bondholders of the Insured Bonds, the Bond Trustee shall consider the effect of extending the fixed maturity of any Certificate or reducing the interest rate with respect thereto or extending the time of payment of interestsuch amendment, consent, waiver, action, or reducing inaction as if there were no Insurance Policy.] This Series 2022A Loan Agreement may not be amended or supplemented to change the amount of principal thereof or reducing rights expressly granted to the Bond Trustee, the Tender Agent, the Paying Agent, the Remarketing Agent, any premium payable upon Liquidity Bank, any Credit Enhancer, the prepayment thereofCalculation Agent, the Bondholder Representative, the Bank Representative, or diminish the security afforded by the Insurance Policy insuring such series of Certificates without the express consent of the Owners of such series of Certificates and the Insurer providing such Insurance Policy (so long as the Insurer is not in default in its payment obligations under such Insurance Policy), or (ii) reduce or have the effect of reducing the percentage of Certificates required for the affirmative vote or written consent to an amendment or modification of this Trust Agreement or the Lease, or (iii) modify any of the rights or obligations of the Trustee without its written assent thereto, or (iv) amend this Section 10.01 Bond Registrar without the prior written consent of the Owners of all Certificates then outstanding and the Insurer (so long as the Insurer is not in default in its payment obligations under the Insurance Policies provided by the Insurer). The Trustee shall have the right to require such opinions of counsel as it deems necessary concerning (i) the lack of material adverse effect of the amendment on Owners and (ii) the fact that the amendment will not affect the tax status of interest with respect to the Certificates. Any such supplemental agreement or amendments thereto shall become effective as provided in Section 10.02 hereofPerson.

With Consent. This Trust Agreement Subject to the rights of the Directing Holders pursuant to the Indenture, the Mortgage or the Mortgage Notes may be amended by the Mortgagor and the rights and obligations of the Owners, and the Lease and the rights and obligations of the parties thereto, may be modified or amended at any timeMortgagee, with notice to any rating agency then rating the Certificates by a supplemental agreement or amendment thereto which shall become effective when the written consents consent of the Insurer (so long as the Insurer is Holders of not in default in its payment obligations under the 2003 Insurance Policy or 2007 Insurance Policy) and Owners of a majority less than 66 2/3% in aggregate principal amount of the Certificates then OutstandingSecurities, exclusive for the purpose of Certificates disqualified as adding any provisions thereto or changing in any manner or eliminating any of the provisions thereof, or of modifying in any manner the rights of the Mortgagor or the Mortgagee thereunder, provided in Section 10.03 hereofthat no such amendment may, shall have been filed with without the Trustee. No such modification or amendment shall: consent of the Holders of 100% of the Voting Rights of each Class of Securities affected thereby (i) extend change the stated maturity or have the effect of extending the fixed maturity payment date of any Certificate principal, interest or reducing other amount due on the Mortgage Notes, (ii) reduce the aggregate principal amount of any Mortgage Note or the interest rate thereon, (iii) authorize any person to agree to delay the timing of, or reduce the payments to be made on, the Mortgage Notes except as described herein, (iv) change the coin or currency in which the principal of any Mortgage Note or interest thereon is payable, (v) impair the right to institute suit for the enforcement of any such payment on or after the stated maturity thereof, (vi) reduce the percentage of the then aggregate principal amount of the Securities of any Class or Classes, the consent of whose holders is required for such amendment, or the consent of whose holders is required for any waiver of Events of Default or for any other reason under this Mortgage, (vii) deprive the Mortgagee of the benefit of a first priority security interest (subject to the permitted exceptions) in the Properties and other collateral securing the Mortgage Notes, (viii) modify the provisions of this Mortgage or the Mortgage Notes relating to payments on the Mortgage Notes, or (ix) release from the lien of the Mortgage all or any part of the Properties and other collateral securing the Mortgage Notes except as described herein; and except with respect thereto to clause (i), (ii), (iii) and (iv) below, as described below. Notwithstanding the foregoing, if (A) there exists an Event of Default or extending an Event of Default is reasonably foreseeable and (B) the time Special Servicer has obtained the consent of the Holders of not less than 66 2/3% of the aggregate principal amount of the Directing Holders (as defined in the Indenture), the Special Servicer may forgive any payment of interestprincipal or interest on the Mortgage Notes or significantly accelerate or defer payment of principal or interest thereon, subject however to each of the following limitations, conditions and restrictions: (i) no reduction in the interest rate or reducing reduction or delay of any interest payment or forgiveness of interest may result in a shortfall of interest to any class of Notes other than the class held by the Directing Holders unless the Holders of 66 2/3% of the Outstanding aggregate principal amount of such Class of Notes consents thereto; (ii) the Special Servicer may only agree to reductions of principal and/or interest and/or delay payments of principal for periods lasting no more than twelve consecutive months and for no more than two such periods, provided, that no such agreement by the Special Servicer shall permit the delay of any principal payment to a date later than March 15, 2012 and (iii) the amount of principal thereof or reducing any premium payable upon the prepayment thereof, or diminish the security afforded by the Insurance Policy insuring such series of Certificates without the express consent forgiven may not exceed 100% of the Owners of such series of Certificates and Class Principal Balance (as defined in the Insurer providing such Insurance Policy (so long as the Insurer is not in default in its payment obligations under such Insurance Policy), or (iiIndenture) reduce or have the effect of reducing the percentage of Certificates required for the affirmative vote or written consent to an amendment or modification of this Trust Agreement or the Lease, or (iii) modify any of the rights or obligations of the Trustee without its written assent thereto, or (iv) amend this Section 10.01 without the prior written consent of the Owners of all Certificates then outstanding and the Insurer (so long as the Insurer is not in default in its payment obligations under the Insurance Policies provided by the Insurer). The Trustee shall have the right to require such opinions of counsel as it deems necessary concerning (i) the lack of material adverse effect of the amendment on Owners and (ii) the fact that the amendment will not affect the tax status Directing Holders less any shortfalls of interest (other than those with respect to the CertificatesDirecting Holders) and Appraisal Reduction Amounts (as defined in the Indenture) then outstanding unless Holders of not less than 66 2/3% in aggregate Outstanding principal amount of each affected Class of Notes consents thereto. Any No such supplemental agreement amendment of the Mortgage or amendments thereto shall become effective the Mortgage Notes will be permitted to the extent that such amendment would cause an outstanding Advance to be a Nonrecoverable Advance. Notwithstanding the foregoing, the amendment of this Mortgage or the Mortgage Notes will be prohibited unless the Mortgagee has first received an opinion of counsel to the effect that such amendment will not result in the Notes being treated as provided in having been exchanged for a new debt instrument pursuant to Section 10.02 hereof1001 of the Code.

With Consent. This Trust Agreement Agreement, the Lease and the Site Lease, and the rights and obligations of the OwnersCorporation, the District and the Lease Owners hereunder and the rights and obligations of the parties theretothereunder, may be modified or amended at any time, with notice to any rating agency then rating the Certificates by a supplemental agreement or amendment thereto which shall become effective when with the prior written consents consent of the Insurer (so long as the Insurer is not in default in its payment obligations under the 2003 Insurance Policy or 2007 Insurance Policy) and Owners of a majority in aggregate principal amount of the Certificates then Outstanding, and with notice to the Rating Agency, exclusive of Certificates disqualified as provided in Section 10.03 hereof, shall have been filed with the Trustee. No such modification or amendment shall: (i) extend or have the effect of extending the fixed maturity of any Certificate or reducing the interest rate with respect thereto or extending the time of payment of interest, or reducing the amount of principal thereof or reducing any premium payable upon the prepayment thereof, or diminish the security afforded by the Insurance Policy insuring such series of Certificates without the express consent of the Owners of such series of Certificates and the Insurer providing such Insurance Policy (so long as the Insurer is not in default in its payment obligations under such Insurance Policy), or (ii) reduce or have the effect of reducing the percentage of Certificates required for the affirmative vote or written consent to an amendment or modification of this Trust Agreement Agreement, the Lease, or the Site Lease, or (iii) modify any of the rights or obligations of the Trustee without its written assent thereto, or (iv) amend this Section 10.01 without the prior written consent of the Owners of all Certificates then outstanding and the Insurer (so long as the Insurer is not in default in its payment obligations under the Insurance Policies provided by the Insurer)outstanding. The Trustee shall have the right to require be furnished such opinions Opinions of counsel Counsel as it deems necessary concerning concerning (i) the lack of material adverse effect of the amendment on Owners and (ii) the fact that the amendment will not not, in and of itself, affect the tax status of interest with respect to the Certificates. Any such supplemental agreement or amendments thereto shall become effective as provided in Section 10.02 hereof. The Trustee may rely on an Opinion of Counsel that each such amendment is authorized or permitted pursuant hereto.