Common use of Consent of Bondowners Clause in Contracts

Consent of Bondowners. The Authority may at any time adopt a Supplemental Indenture making a modification or amendment permitted by the provisions of Section 10.1 to take effect when and as provided in this Section. A copy of such Supplemental Indenture (or brief summary thereof or reference thereto in form approved by the Trustee) together with a request to Bondowners for their consent thereto in form satisfactory to the Trustee by the Authority to Bondowners, shall be mailed by the Trustee by first class mail, postage prepaid to the Owners of all Outstanding Bonds. Such Supplemental Indenture shall not be effective unless and until (a) there have been filed with the Trustee (i) the written consents of Owners of the percentages of Outstanding Bonds specified in Section 10.1 and (ii) a Counsel’s Opinion stating that such Supplemental Indenture has been duly and lawfully adopted and filed by the Authority in accordance with the provisions of this Indenture, is authorized or permitted by this Indenture, and is valid and binding upon the Authority and enforceable in accordance with its terms, and (b) a notice shall have been given as hereinafter in this Section 10.2 provided. Each such consent shall be effective only if accompanied by proof of the holding, at the date of such consent, of the Bonds with respect to which such consent is given, which proof shall be such as is permitted by Section 12.1. A certificate or certificates by the Authority filed with the Trustee that it has examined such proof and that such proof is sufficient in accordance with Section 12.1 shall be conclusive that the consents have been given by the Owners of the Bonds described in such certificate or certificates of the Authority. Any such consent shall be binding upon the Owner of the Bonds giving such consent and, anything in Section 12.1 to the contrary notwithstanding, upon any subsequent Owner of such Bonds and of any Bonds issued in exchange therefor (whether or not such subsequent Owner thereof has notice thereof), unless such consent is revoked in writing by the Owner of such Bonds giving such consent or a subsequent Owner thereof by filing with the Trustee prior to the time when the written statement of the Authority hereinafter in this Section 10.2 provided for is filed, such revocation. At any time after the Owners of the required percentages of Bonds shall have filed their consents to the Supplemental Indenture, the Authority shall make and file with the Trustee a written statement that the Owners of such required percentages of Bonds have filed such consents. Such written statement shall be conclusive that such consents have been so filed. At any time thereafter notice, stating in substance that the Supplemental Indenture (which may be referred to as a Supplemental Indenture adopted by the Authority on a stated date, a copy of which is on file with the Trustee) has been consented to by the Owners of the required percentages of Bonds and will be effective as provided in this Section 10.2, may be given to Bondowners by the Authority by mailing such notice to Bondowners (but failure to make such notice shall not prevent such Supplemental Indenture from becoming effective and binding as in this Section 10.2 provided) not more than ninety (90) days after the Owners of the required percentages of Bonds shall have filed their consents to the Supplemental Indenture and the written statement of the Authority hereinabove provided for is filed. The Authority shall file with the Trustee proof of the mailing of such notice. A transcript, consisting of the papers required or permitted by this Section 10.2 to be filed with the Trustee, shall be proof of the matters therein stated. Such Supplemental Indenture making such amendment or modification shall be deemed conclusively binding upon the Authority, each Fiduciary and the Owners of all Bonds at the expiration of thirty (30) days after the filing with the Trustee of the proof of the mailing of such last mentioned notice, except in the event of a final decree of a court of competent jurisdiction setting aside such Supplemental Indenture in a legal action or equitable proceeding for such purpose commenced within such thirty (30) day period; provided, however, that the Authority during such thirty (30) day period and any such further period during which any such action or proceeding may be pending shall be entitled in its absolute discretion to take such action, or to refrain from taking such action, with respect to such Supplemental Indenture as it may deem expedient.

Consent of Bondowners. The Authority Subject to the Subordination Agreement, the Issuer may at any time adopt a Supplemental Indenture Loan and Trust Agreement making a modification or amendment permitted by the provisions of Section 10.1 11.01 to take effect when and as provided in this Section. A copy of such Supplemental Indenture Loan and Trust Agreement (or brief summary thereof or reference thereto in form approved by the Trustee) together with a request to Bondowners for their consent thereto in form satisfactory to the Trustee by the Authority Issuer to Bondowners, shall be mailed by the Trustee by first class mail, postage prepaid prepaid, to the Owners of all Outstanding Bonds. Such Supplemental Indenture Loan and Trust Agreement shall not be effective unless and until (a) there shall have been filed with the Trustee (i) the written consents of Owners of the percentages of the Principal Amount of Outstanding Bonds specified in Section 10.1 11.01, and (ii) a Counsel’s Opinion stating that such Supplemental Indenture Loan and Trust Agreement has been duly and lawfully adopted and filed by the Authority Issuer in accordance with the provisions of this IndentureLoan and Trust Agreement, is authorized or permitted by this IndentureLoan and Trust Agreement, and is valid and binding upon the Authority Issuer and enforceable in accordance with its terms, ; and (b) a notice shall have been given as hereinafter in this Section 10.2 provided. Each such consent shall be effective only if accompanied by proof of the holding, at the date of such consent, of the Bonds with respect to which such consent is given, which proof shall be such as is permitted by Section 12.111.02. A certificate or certificates by the Authority Issuer filed with the Trustee that it has examined such proof and that such proof is sufficient in accordance with Section 12.1 11.02 shall be conclusive that the consents have been given by the Owners of the Bonds described in such certificate or certificates of the AuthorityIssuer. Any such consent shall be binding upon the Owner of the Bonds giving such consent and, anything in Section 12.1 11.02 to the contrary notwithstanding, upon any subsequent Owner of such Bonds and of any Bonds issued in exchange therefor (whether or not such subsequent Owner thereof has notice thereof), unless such consent is revoked in writing by the Owner of such Bonds giving such consent or a subsequent Owner thereof by filing with the Trustee prior to the time when the written statement of the Authority Issuer hereinafter in this Section 10.2 provided for is filed, such revocation. At any time after the Owners of the required percentages of Bonds shall have filed their consents to the Supplemental IndentureLoan and Trust Agreement, the Authority Issuer shall make and file with the Trustee a written statement that the Owners of such required percentages of Bonds shall have filed such consentstheir consents to the Supplemental Loan and Trust Agreement. Such written statement shall be conclusive that such consents have been so filed. At any time thereafter thereafter, notice, stating in substance that the Supplemental Indenture Loan and Trust Agreement (which may be referred to as a Supplemental Indenture Loan and Trust Agreement adopted by the Authority Issuer on a stated date, a copy of which is on file with the Trustee) has been consented to by the Owners of the required percentages of Bonds and will be effective as provided in this Section 10.2Section, may be given to Bondowners by the Authority Issuer by mailing such notice to Bondowners (but failure to make mail such notice shall not prevent such Supplemental Indenture Loan and Trust Agreement from becoming effective and binding as in this Section 10.2 provided) not more than ninety (90) days after the Owners of the required percentages of Bonds shall have filed their consents to the Supplemental Indenture Loan and Trust Agreement and the written statement of the Authority Issuer hereinabove provided for is filed. The Authority Issuer shall file with the Trustee proof of the mailing of such notice. A transcript, consisting of the papers required or permitted by this Section 10.2 to be filed with the Trustee, shall be proof of the matters therein stated. Such Supplemental Indenture Loan and Trust Agreement making such amendment or modification shall be deemed conclusively binding upon the AuthorityIssuer, each Fiduciary and the Owners of all Bonds at the expiration of thirty (30) days after the filing with the Trustee of the proof of the mailing of such last mentioned notice, except in the event of a final decree of a court of competent jurisdiction setting aside such Supplemental Indenture Loan and Trust Agreement in a legal action or equitable proceeding for such purpose commenced within such thirty (30) day period; provided, however, that the Authority Issuer during such thirty (30) day period and any such further period during which any such action or proceeding may be pending shall be entitled in its their absolute discretion to take such action, or to refrain from taking such action, with respect to such Supplemental Indenture Loan and Trust Agreement as it they may deem expedient.

Consent of Bondowners. The Authority parties hereto may at any time adopt enter into a Supplemental Indenture Trust Agreement making a modification or amendment permitted by the provisions of Section 10.1 902, to take effect when and as provided in this Section. A copy of such Supplemental Indenture Trust Agreement (or brief summary thereof or reference thereto in form approved by the Trustee) together with a request to Bondowners for their consent thereto in form satisfactory to the Trustee by the Authority to BondownersTrustee, shall be mailed by the Trustee by first class mailAuthority to Bondowners and, postage prepaid if at the time any of the Sales Tax Bonds is in coupon form payable to the Owners bearer, shall be published in the Authorized Newspaper at least once a week for two consecutive weeks (but failure to mail such copy and request shall not affect the validity of all Outstanding Bondsthe Supplemental Trust Agreement when consented to as in this Section provided). Such Supplemental Indenture Trust Agreement shall not be effective unless and until (ai) there shall have been filed with the Trustee (ia) the written consents of Owners of the percentages of Outstanding Sales Tax Bonds specified in Section 10.1 902 and (iib) a Counsel’s Opinion stating that such Supplemental Indenture Trust Agreement has been duly and lawfully adopted executed and filed delivered by the Authority and filed in accordance with the provisions of this IndentureTrust Agreement, is authorized or permitted by this Indenture, and is valid and binding upon the Authority and enforceable in accordance with its termsAuthority, and (bii) a notice shall have been given published as hereinafter in this Section 10.2 903 provided. Each such The Authority may fix a record date for purposes of determining Bondowners entitled to consent shall be effective only if accompanied by proof of the holding, at the date of such consent, of the Bonds with respect to which such consent is given, which proof shall be such as is permitted by Section 12.1. A certificate or certificates by the Authority filed with the Trustee that it has examined such proof and that such proof is sufficient in accordance with Section 12.1 shall be conclusive that the consents have been given by the Owners of the Bonds described in such certificate or certificates of the Authoritya proposed Supplemental Trust Agreement. Any such consent shall be binding upon the Owner of the Sales Tax Bonds giving such consent and, anything in Section 12.1 1005 to the contrary notwithstanding, upon any subsequent Owner of such Sales Tax Bonds and of any Sales Tax Bonds issued in exchange therefor (whether or not such subsequent Owner thereof has notice thereof), unless such consent is revoked in writing by the Owner of such Bonds giving such consent or a subsequent Owner thereof by filing with the Trustee prior to the time when the written statement of the Authority hereinafter in this Section 10.2 provided for is filed, such revocation. At any time after the Owners of the required percentages of Sales Tax Bonds shall have filed their consents to the Supplemental IndentureTrust Agreement, the Authority Trustee shall make and file with the Authority and the Trustee a written statement that the Owners of such required percentages of Sales Tax Bonds have filed such consents. Such written statement shall be conclusive evidence that such consents have been so filed. At any time thereafter notice, stating in substance that the Supplemental Indenture Trust Agreement (which may be referred to as a Supplemental Indenture adopted by the Authority Trust Agreement entered into on or as of a stated date, a copy of which is on file with the Trustee) has been consented to by the Owners of the required percentages of Sales Tax Bonds and will be effective as provided in this Section 10.2903, may be given to Bondowners by the Authority by mailing such notice to such Bondowners (but failure and, if at the time any of such Sales Tax Bonds is in coupon form payable to make such notice shall not prevent such Supplemental Indenture from becoming effective and binding as bearer, by publishing the same in this Section 10.2 provided) the Authorized Newspaper at least once not more than ninety (90) days after the Owners holders of the required percentages of Sales Tax Bonds shall have filed their consents to the this Supplemental Indenture Trust Agreement and the written statement of the Authority Trustee hereinabove provided for is filed. The Authority shall file with the Trustee proof of the mailing giving of such notice. A transcriptrecord, consisting of the papers required or permitted by this Section 10.2 903 to be filed with the Trustee, shall be proof of the matters therein stated. Such Supplemental Indenture Trust Agreement making such amendment or modification shall be deemed conclusively binding upon the Authority, each Fiduciary the Fiduciaries and the Owners of all Sales Tax Bonds at the expiration of thirty (30) days after upon the filing with the Trustee of the proof of the mailing giving of such last mentioned notice, except in the event of a final decree of a court of competent jurisdiction setting aside such Supplemental Indenture in a legal action or equitable proceeding for such purpose commenced within such thirty (30) day period; provided, however, that the Authority during such thirty (30) day period and any such further period during which any such action or proceeding may be pending shall be entitled in its absolute discretion to take such action, or to refrain from taking such action, with respect to such Supplemental Indenture as it may deem expedient.

Consent of Bondowners. The Trustee, the Authority and the City may at any time adopt enter into a Supplemental Indenture Trust Agreement making a modification or amendment permitted by the provisions of Section 10.1 7.2 to take effect when and as provided in this Section. A copy of such Supplemental Indenture Trust Agreement (or brief summary thereof or reference thereto in form approved by the Trustee) thereof), together with a request to Bondowners for their consent thereto in form satisfactory to approve the Trustee by the Authority to Bondowners, same shall be mailed by to each Bondowner (but failure to mail such copy and request shall not affect the Trustee by first class mail, postage prepaid validity of the Supplemental Trust Agreement when consented to the Owners of all Outstanding Bondsas in this Section provided). Such Supplemental Indenture Trust Agreement shall not be effective unless and until (ai) there shall have been filed with the Trustee (ia) the written consents of Owners of the percentages percentage of Outstanding Bonds specified in Section 10.1 7.2 and (iib) a Counsel’s Opinion an opinion of Bond Counsel stating that such Supplemental Indenture Trust Agreement has been duly and lawfully adopted entered into by the parties thereto and filed by with the Authority City and the Trustee in accordance with the provisions of this Indenturehereof, is authorized or permitted by this Indenturehereby, and is valid and binding upon the Authority and enforceable parties thereto in accordance with its terms, and (b) a notice shall have been given as hereinafter in this Section 10.2 provided. Each such consent shall be effective only if accompanied by proof of the holdingOwner, at the date of such consent, of the Bonds with respect to which such consent is given, which proof shall be such as is permitted by Section 12.18.2. The request for consent of Bondowners pursuant to this Section may provide a date by which such consents must be received to be effective. A certificate or certificates executed by the Authority Trustee and filed with the Trustee City stating that it has examined such proof and that such proof is sufficient in accordance with Section 12.1 8.2 shall be conclusive that the consents have been given by the Owners of the Bonds described in such certificate or certificates of the AuthorityTrustee. Any such consent shall be binding upon the Owner of the Bonds giving such consent and, anything in Section 12.1 8.2 to the contrary notwithstanding, upon any subsequent Owner of such Bonds and of any Bonds issued in exchange therefor (whether or not such subsequent Owner thereof has notice thereof), ) unless such consent is revoked in writing by the Owner of such Bonds giving such consent or a subsequent Owner thereof by filing with the Trustee Trustee, prior to the time when the written statement of the Authority Trustee hereinafter in this Section 10.2 provided for is filed. Such revocation and, if such Bonds are held by the signer of such revocation, proof of ownership shall be evidenced in the manner permitted by Section 8.2. The fact that a consent has not been revoked may likewise be proved by a certificate of the Trustee filed with the City to the effect that no revocation thereof is on file with the Trustee. At any time after the Owners of the required percentages percentage of Bonds shall have filed their consents to the Supplemental IndentureTrust Agreement, the Authority Trustee shall make and file with the Trustee City a written statement that the Owners of such required percentages percentage of Bonds have filed such consents. Such written statement statements shall be conclusive that such consents have been so filed. At any time thereafter notice, stating in substance that the Supplemental Indenture Trust Agreement (which may be referred to as a Supplemental Indenture adopted Trust Agreement entered into by the Authority parties thereto on a stated date, a copy of which is on file with the Trustee) has been consented to by the Owners of the required percentages of Bonds and will be effective as provided in this Section 10.2Section, may be given to Bondowners by the Authority City or the Trustee at the direction of the City, by mailing such notice pursuant to Section 7.1 hereof to Bondowners (but failure to make receive such notice shall not prevent such Supplemental Indenture Trust Agreement from becoming effective and binding as in this Section 10.2 provided) not more than ninety (90) days after the Owners of the required percentages of Bonds shall have filed their consents to the Supplemental Indenture and the written statement of the Authority hereinabove provided for is filed). The Authority City shall file with the Trustee proof of the mailing of such notice. A transcriptrecord, consisting of the papers certificates or statements required or permitted by this Section 10.2 to be filed with made by the Trustee, shall be proof of the matters therein stated. Such Supplemental Indenture Trust Agreement making such amendment or modification shall be deemed conclusively binding upon the AuthorityCity, each Fiduciary the Trustee, the Authority and the Owners of all Bonds at the expiration of thirty (30) 40 days after the filing with the Trustee of the proof of the mailing of such last mentioned notice, except in the event of a final decree of a court of competent jurisdiction setting aside such Supplemental Indenture Trust Agreement in a legal action or equitable proceeding for such purpose commenced within such thirty (30) 40 day period; provided, however, that the Trustee, the Authority or the City during such thirty (30) 40-day period and any such further period during which any such action or proceeding may be pending shall be entitled in its their absolute discretion to take such action, or to refrain from taking such action, with respect to such Supplemental Indenture Trust Agreement as it they may deem expedient.

Consent of Bondowners. The Authority parties hereto may at any time adopt enter into a Supplemental Indenture Agreement making a modification or amendment permitted by the provisions of Section 10.1 902, to take effect when and as provided in this Section. A copy of such Supplemental Indenture Agreement (or brief summary thereof or reference thereto in form approved by the Trustee) ), together with a request to Bondowners for their consent thereto in form satisfactory to the Trustee by the Authority to BondownersTrustee, shall be mailed by the Trustee by first class mailAuthority to Bondowners and, postage prepaid if at the time any of the Assessment Bonds is in coupon form payable to the Owners bearer, shall be published in the Authorized Newspapers at least once a week for two consecutive weeks (but failure to mail such copy and request shall not affect the validity of all Outstanding Bondsthe Supplemental Agreement when consented to as in this Section 903 provided). Such Supplemental Indenture Agreement shall not be effective unless and until (ai) there shall have been filed with the Trustee (ia) the written consents of Owners of the percentages of Outstanding Assessment Bonds specified in Section 10.1 902 and (iib) a Counsel’s Opinion stating that such Supplemental Indenture Agreement has been duly and lawfully adopted executed and filed delivered by the Authority and filed in accordance with the provisions of this IndentureTrust Agreement, is authorized or permitted by this IndentureTrust Agreement, is authorized and permitted hereby and is valid and binding upon the Authority and enforceable in accordance with its termsAuthority, and (bii) a notice shall have been given published as hereinafter in this Section 10.2 903 provided. Each such The Authority may fix a record date for purposes of determining Bondowners entitled to consent shall be effective only if accompanied by proof of the holding, at the date of such consent, of the Bonds with respect to which such consent is given, which proof shall be such as is permitted by Section 12.1. A certificate or certificates by the Authority filed with the Trustee that it has examined such proof and that such proof is sufficient in accordance with Section 12.1 shall be conclusive that the consents have been given by the Owners of the Bonds described in such certificate or certificates of the Authoritya proposed Supplemental Agreement. Any such consent shall be binding upon the Owner of the Assessment Bonds giving such consent and, anything in Section 12.1 1004 to the contrary notwithstanding, upon any subsequent Owner of such Assessment Bonds and of any Bonds bonds issued in exchange therefor (whether or not such subsequent Owner thereof has notice thereof), unless such consent is revoked in writing by the Owner of such Bonds giving such consent or a subsequent Owner thereof by filing with the Trustee prior to the time when the written statement of the Authority hereinafter in this Section 10.2 provided for is filed, such revocation. At any time after the Owners of the required percentages of Assessment Bonds shall have filed their consents to the Supplemental IndentureAgreement, the Authority Trustee shall make and file with the Authority and the Trustee a written statement that the Owners of such required percentages of Assessment Bonds have filed such their consents. Such written statement shall be conclusive evidence that such consents have been so filed. At any time thereafter notice, stating in substance that the Supplemental Indenture Agreement (which may be referred to as a Supplemental Indenture adopted by the Authority Agreement entered into on or as of a stated date, a copy of which is on file with the Trustee) has been consented to by the Owners of the required percentages of Assessment Bonds and will be effective as provided in this Section 10.2903, may be given to Bondowners by the Authority by mailing such notice to such Bondowners (but failure and, if at the time any of such Assessment Bonds is in coupon form payable to make such notice shall not prevent such Supplemental Indenture from becoming effective and binding as bearer, by publishing the same in this Section 10.2 provided) the Authorized Newspaper at least once not more than ninety (90) days after the Owners holders of the required percentages of Assessment Bonds shall have filed their consents to the this Supplemental Indenture Agreement and the written statement of the Authority Trustee hereinabove provided for is filed. The Authority shall file with the Trustee proof of the mailing giving of such notice. A transcriptrecord, consisting of the papers required or permitted by this Section 10.2 903 to be filed with the Trustee, shall be proof of the matters therein stated. Such Supplemental Indenture Agreement making such amendment or modification shall be deemed conclusively binding upon the Authority, each Fiduciary the Fiduciaries and the Owners of all Assessment Bonds at the expiration of thirty (30) days after upon the filing with the Trustee of the proof of the mailing giving of such last mentioned notice, except in the event of a final decree of a court of competent jurisdiction setting aside such Supplemental Indenture in a legal action or equitable proceeding for such purpose commenced within such thirty (30) day period; provided, however, that the Authority during such thirty (30) day period and any such further period during which any such action or proceeding may be pending shall be entitled in its absolute discretion to take such action, or to refrain from taking such action, with respect to such Supplemental Indenture as it may deem expedient.