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13068670v2 <br /> <br /> <br />55 <br /> <br />and stipulations which may be therein contained, and to accept the conveyance, transfer and <br />assignment of any property thereunder, but the Trustee shall not be obligated to enter into any such <br />supplemental indenture which affects its rights, duties or immunities under this Indenture. <br />Section 11.03 Discretion of Trustee. In each and every case provided for in this Article <br />(other than a supplemental indenture approved by the Holders of a majority in aggregate principal <br />amount of the Bonds pursuant to Section 11.04 hereof), the Trustee shall be entitled to exercise its <br />unrestricted discretion in determining whether or not any proposed supplemental indenture or any <br />term or provisions therein contained is necessary or desirable, having in view the respective rights <br />and interests of the Holders of Bonds theretofore issued hereunder; and the Trustee shall be under <br />no responsibility or liability to the Issuer or to the Corporation or to any Holder of any such Bond, <br />or to anyone whatever, for any act or thing which it may do or decline to do in good faith subject <br />to the provisions of this Article, in the exercise of such discretion. The Trustee shall be entitled to <br />receive, and shall be fully protected in relying upon, an Opinion of Counsel approved by it as <br />conclusive evidence that any such proposed supplemental indenture does or does not comply with <br />the provisions of this Indenture and does or does not materially impact the rights and interest of <br />the Holders. <br />Section 11.04 Modification of Indenture with Consent of Bondholders. Subject to the <br />terms and provisions contained in this Section, the Holders of not less than a majority in aggregate <br />principal amount of the Bonds then outstanding shall have the right, from time to time, to consent <br />to and approve the execution by the Issuer and the Trustee of such indenture or indentures <br />supplemental hereto as shall be deemed necessary or desirable by the Issuer for the purpose of <br />modifying, altering, amending, adding to or rescinding in any particular, any of the terms or <br />provisions contained in this Indenture or in any supplemental indenture; PROVIDED, <br />HOWEVER, that nothing herein contained shall permit or be construed as permitting, without the <br />consent of the Holders of all outstanding Bonds, (a) an extension of the maturity of any Bond <br />issued hereunder, or (b) a reduction in the principal amount of any Bond or the redemption <br />premium or the rate of interest thereon, or (c) the creation of a lien upon or a pledge of revenues <br />ranking prior to or on a parity with the lien or pledge created by this Indenture and the Mortgage, <br />or (d) a preference or priority of any Bond or Bonds over any others, or (e) a reduction in the <br />aggregate principal amount of the Bonds required to consent to supplemental indentures, <br />amendments to the Loan Agreement, the Mortgage or the Guaranty or (f) a reduction in the <br />aggregate principal amount of the Bonds required to waive an Event of Default. <br />Whenever the Issuer shall deliver to the Trustee a resolution of Bondholders adopted at a <br />Bondholders’ meeting approved by, or an instrument or instruments purporting to be executed by, <br />the Holders of not less than a majority in aggregate principal amount of the Bonds then <br />outstanding, which resolution or instrument or instruments shall refer to the proposed supplemental <br />indenture and shall specifically consent to and approve the execution thereof, thereupon, the Issuer <br />and the Trustee may execute such supplemental indenture without liability or responsibility to any <br />Holder of any Bond, whether or not such Holder shall have consented thereto. <br />If the Holders of not less than a majority in aggregate principal amount of the Bonds <br />outstanding at the time of the execution of such supplemental indenture shall have consented to <br />and approved the execution thereof as herein provided, no Holder of any Bond shall have any right <br />to object to the execution of such supplemental indenture, or to object to any of the terms and