Amendments Permitted. (A) Except as provided in subsection (B), this Indenture and the rights and obligations of the Authority and of the Holders of the Bonds and of the Trustee may be modified or amended from time to time and at any time by an indenture or indentures supplemental hereto, which the Authority and the Trustee may enter into when the written consent of the Holders of a majority in aggregate principal amount of all Bonds then Outstanding (or, if such amendment only applies to a particular series of Bonds, the consent of the Holders of a majority in aggregate principal amount of all Bonds of such series then Outstanding or, in lieu thereof, of any Credit Provider as provided in Section 11.13 hereof) and an Approving Opinion shall have been filed with the Trustee. No such modification or amendment shall (1) extend the fixed maturity of any Bond, or reduce the amount of principal thereof, or change the rights of optional and mandatory tender or extend the time of payment, or change the method of computing the rate of interest thereon or create a privilege or priority of any Bond over any other Bond, or extend the time of payment of interest thereon, without the consent of the Holder of each Bond so affected, or (2) reduce the aforesaid percentage of Bonds the consent of the Holders of which is required to effect any such modification or amendment, or (3) permit the creation of any lien on the Revenues and other assets pledged under this Indenture prior to or on a parity with the lien created by this Indenture, or (4) deprive the Holders of the Bonds of the lien created by this Indenture on such Revenues, the First Mortgage Bonds and other assets (except as expressly provided in this Indenture), without the consent of the Holders of all of the Bonds then Outstanding and receipt by the Trustee of an Approving Opinion. It shall not be necessary for the consent of the Bondholders to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Authority and the Trustee of any Supplemental Indenture pursuant to this subsection (A), the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Indenture, to each Rating Agency then rating the Bonds, the Remarketing Agent and the Holders of the Bonds at the addresses shown on the registration books of the Trustee. Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Indenture. (B) This Indenture and the rights and obligations of the Authority, of the Trustee and of the Holders of the Bonds may also be modified or amended from time to time and at any time by an indenture or indentures supplemental hereto, which the Authority and the Trustee may enter into without the consent of any Bondholders, but with the consent of the Credit Provider (if a Letter of Credit is in effect) and the Bank (but only to the extent provided in the applicable Bank Index Rate Agreement), and only to the extent permitted by law, including, without limitation, for any one or more of the following purposes: (1) to add to the covenants and agreements of the Authority in this Indenture contained other covenants and agreements thereafter to be observed, to pledge or assign additional security for the Bonds, or to surrender any right or power herein reserved to or conferred upon the Authority; (2) to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision, contained in this Indenture, or in regard to matters or questions arising under this Indenture, as the Authority, at the direction of the Borrower, may deem necessary or desirable and not inconsistent with this Indenture, including amendments pursuant to Section 2.3(G)(3) hereof; (3) to modify, amend or supplement this Indenture in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute; (4) to conform to the terms and provisions of any Letter of Credit or Alternate Letter of Credit or to obtain or maintain a rating on the Bonds; (5) to modify, alter, amend or supplement this Indenture in any other respect, including amendments which would otherwise be described in Section 9.1(A) hereof and including, but not limited to, amendments to permit one or more series of the Bonds to be secured by a separate indenture and no longer be secured hereunder, if (i) the effective date of such Supplemental Indenture is a date on which all Bonds affected thereby are subject to mandatory tender for purchase pursuant to Section 4.6 or 4.8 or (ii) notice of the proposed Supplemental Indenture is mailed to Holders of the affected Bonds at least 30 days before the effective date thereof and, on or before such effective date, such Bondholders have the right to demand purchase of their Bonds pursuant to Section 2.4(A) hereof; or (6) to make any other changes to this Indenture that do not materially adversely affect the rights of any Bondholder. (C) The Trustee and the Authority may in their discretion, but shall not be obligated to, enter into any such Supplemental Indenture authorized by subsections (A) and (B) of this Section which materially adversely affects the Trustee’s or the Authority’s own rights, duties or immunities, respectively, under this Indenture or otherwise. (D) Anything herein to the contrary notwithstanding, a Supplemental Indenture under this Section shall not become effective unless and until the Borrower shall have consented thereto in writing.
Appears in 1 contract
Amendments Permitted. (A) Except as provided in subsection (B), this This Indenture and the rights and obligations of the Authority Authority, of the Trustee and of the Holders of the Bonds and of the Trustee may be modified or amended from time to time and at any time for any lawful purpose, by an indenture or indentures supplemental hereto, which the Authority and the Trustee may enter into when without the consent of any Bondholders but with the prior written consent of the Holders Company and the Bank (as long as the Bank is not in default under the terms of any of the Letters of Credit), provided that the Trustee determines that such modification or amendment will not materially adversely affect the interests of the Bondholders or result in any material impairment of the security hereby given. In making such determination, the Trustee may rely on an opinion of Counsel selected by the Trustee. Any other modification or amendment must be approved by a majority in aggregate principal amount of all the Bonds then Outstanding (orOutstanding, provided that such consent of the Bondholders shall no be required if such modification or amendment only applies is consented to in writing by the Bank provided that (a) the Bank is not then in default of its obligations under the terms of any of the Letters of Credit and (b) no voluntary or involuntary case has been commenced by the filing of a particular series petition under the United States Bankruptcy Code or any other law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of Bondsdebts by or against the Bank. The foregoing to the contrary notwithstanding, no such modification or amendment shall, without the consent of the Holders of a majority in aggregate principal amount of all Bonds of such series then Outstanding orOutstanding, in lieu thereof, of any Credit Provider as provided in Section 11.13 hereof) and an Approving Opinion shall have been filed with the Trustee. No such modification or amendment shall (1i) extend the fixed maturity date of any Bond, or (ii) reduce the amount of principal thereof, or change the rights of optional and mandatory tender or (iii) extend the time of payment, payment or change the method of computing the rate of interest thereon or create a privilege or priority of any Bond over any other Bond, or extend the time of payment of interest thereon, without the consent of the Holder of each Bond so affected, or eliminate the Holders' rights to tender the Bonds, (2iv) extend the due date for the purchase of Bonds tendered by the Holders thereof, or (v) reduce the aforesaid percentage Purchase Price of Bonds the consent of the Holders of which is required to effect any such modification or amendment, or (3) permit the creation of any lien on the Revenues and other assets pledged under this Indenture prior to or on a parity with the lien created by this Indenture, or (4) deprive the Holders of the Bonds of the lien created by this Indenture on such Revenues, the First Mortgage Bonds and other assets (except as expressly provided in this Indenture), without the consent of the Holders of all of the Bonds then Outstanding and receipt by the Trustee of an Approving OpinionBonds. It shall not be necessary for the consent of the Bondholders to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Authority and the Trustee of any Supplemental Indenture pursuant to this subsection (A)Section 10.01, the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Indenture, to each Rating Agency then rating the Bonds, the Remarketing Agent Bonds and the Holders of the Bonds at the addresses shown on the registration books of the Trustee. Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Indenture.
(B) This Indenture and the rights and obligations of the Authority, of the Trustee and of the Holders of the Bonds may also be modified or amended from time to time and at any time by an indenture or indentures supplemental hereto, which the Authority and the Trustee may enter into without the consent of any Bondholders, but with the consent of the Credit Provider (if a Letter of Credit is in effect) and the Bank (but only to the extent provided in the applicable Bank Index Rate Agreement), and only to the extent permitted by law, including, without limitation, for any one or more of the following purposes:
(1) to add to the covenants and agreements of the Authority in this Indenture contained other covenants and agreements thereafter to be observed, to pledge or assign additional security for the Bonds, or to surrender any right or power herein reserved to or conferred upon the Authority;
(2) to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision, contained in this Indenture, or in regard to matters or questions arising under this Indenture, as the Authority, at the direction of the Borrower, may deem necessary or desirable and not inconsistent with this Indenture, including amendments pursuant to Section 2.3(G)(3) hereof;
(3) to modify, amend or supplement this Indenture in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute;
(4) to conform to the terms and provisions of any Letter of Credit or Alternate Letter of Credit or to obtain or maintain a rating on the Bonds;
(5) to modify, alter, amend or supplement this Indenture in any other respect, including amendments which would otherwise be described in Section 9.1(A) hereof and including, but not limited to, amendments to permit one or more series of the Bonds to be secured by a separate indenture and no longer be secured hereunder, if (i) the effective date of such Supplemental Indenture is a date on which all Bonds affected thereby are subject to mandatory tender for purchase pursuant to Section 4.6 or 4.8 or (ii) notice of the proposed Supplemental Indenture is mailed to Holders of the affected Bonds at least 30 days before the effective date thereof and, on or before such effective date, such Bondholders have the right to demand purchase of their Bonds pursuant to Section 2.4(A) hereof; or
(6) to make any other changes to this Indenture that do not materially adversely affect the rights of any Bondholder.
(C) The Trustee and the Authority may in their discretion, but shall not be obligated to, enter into any such Supplemental Indenture authorized by subsections (A) and (B) of this Section which materially adversely affects the Trustee’s or the Authority’s own rights, duties or immunities, respectively, under this Indenture or otherwise.
(D) Anything herein to the contrary notwithstanding, a Supplemental Indenture under this Section shall not become effective unless and until the Borrower shall have consented thereto in writing.
Appears in 1 contract
Amendments Permitted. (A) Except as provided in subsection (B), this Indenture and the rights and obligations of the Authority and of the Holders of the Bonds and of the Trustee may be modified or amended from time to time and at any time by an indenture or indentures supplemental hereto, which the Authority and the Trustee may enter into when the written consent of the Holders of a majority in aggregate principal amount of all Bonds then Outstanding (or, if such amendment only applies to a particular series of Bonds, the consent of the Holders of a majority in aggregate principal amount of all Bonds of such series then Outstanding or, in lieu thereof, of any Credit Provider as provided in Section 11.13 hereof) and an Approving Opinion shall have been filed with the Trustee. No such modification or amendment shall (1) extend the fixed maturity of any Bond, or reduce the amount of principal thereof, or change the rights of optional and mandatory tender or extend the time of payment, or change the method of computing the rate of interest thereon or create a privilege or priority of any Bond over any other Bond, or extend the time of payment of interest thereon, without the consent of the Holder of each Bond so affected, or (2) reduce the aforesaid percentage of Bonds the consent of the Holders of which is required to effect any such modification or amendment, or (3) permit the creation of any lien on the Revenues and other assets pledged under this Indenture prior to or on a parity with the lien created by this Indenture, or (4) deprive the Holders of the Bonds of the lien created by this Indenture on such Revenues, the First Mortgage Bonds and other assets (except as expressly provided in this Indenture), without the consent of the Holders of all of the Bonds then Outstanding and receipt by the Trustee of an Approving Opinion. It shall not be necessary for the consent of the Bondholders to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Authority and the Trustee of any Supplemental Indenture pursuant to this subsection (A), the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Indenture, to each Rating Agency then rating the Bonds, the Remarketing Agent and the Holders of the Bonds at the addresses shown on the registration books of the Trustee. Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Indenture.
(Ba) This Indenture Installment Purchase Agreement and the rights and obligations of the Authority, of the Agency, the 2020A Bond Owners and the 2020B Bond Owners, and the Trustee and of the Holders of the Bonds hereunder may also be modified amended or amended from time to time and supplemented at any time by an indenture amendment hereof or indentures supplemental heretosupplement hereto which shall become binding when the written consents of the Owners of a majority in aggregate principal amount of the 2020A Bonds and 2020B Bonds then Outstanding, which exclusive of 2020A Bonds and 2020B Bonds disqualified as provided in Section 9.02 of the Indenture, are filed with the Trustee. No such amendment or supplement shall: (i) reduce the rate of interest on any 2020A Bond or 2020B Bond or extend the time of payment thereof or reduce the amount of principal or redemption premium, if any, of any 2020A Bond or 2020B Bond or extend the maturity thereof or otherwise alter or impair the obligation of the Authority to pay the interest and principal and redemption premium, if any, thereon at the time and place and at the rate and in the currency and from the funds provided therein without the prior written consent of the Owner of the 2020A Bond or 2020B Bond so affected; or (ii) modify any of the rights or obligations of the Trustee without its prior written consent thereto.
(b) This Installment Purchase Agreement and the rights and obligations of the Authority, the Agency, the 2020A Bond Owners, the 2020B Bond Owners and the Trustee hereunder may enter into also be amended or supplemented at any time by an amendment hereof or supplement hereto which shall become binding upon execution without the consent written consents of any BondholdersOwners, but with the consent of the Credit Provider (if a Letter of Credit is in effect) and the Bank (but only to the extent provided in the applicable Bank Index Rate Agreement), and only to the extent permitted by law, including, without limitation, for any one or more of the following purposes:
(1) to add to the agreements, conditions, covenants and agreements of terms contained herein required to be observed or performed by the Authority in this Indenture contained or the Agency other agreements, conditions, covenants and agreements terms thereafter to be observed, to pledge observed or assign additional security for performed by the BondsAuthority or the Agency, or to surrender any right or power reserved herein reserved to or conferred upon herein on the AuthorityAuthority or the Agency, and which in either case shall not adversely affect the interests of the Owners;
(2) to modify, amend or supplement this Installment Purchase Agreement in such a manner as to preserve the exemption of the 2020A Bonds or 2020B Bonds from the registration requirements of the Securities Act of 1933 or any similar federal statute hereafter in effect or to permit the qualification of the Indenture under the Trust Indenture Act of 1939 or any similar federal statute hereinafter in effect;
(3) to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, ambiguity or of correcting, curing or correcting supplementing any defective provision, provision contained in this Indenture, herein or in regard to matters or questions arising under this Indenturehereunder which the Authority or the Agency may deem desirable or necessary, as and which shall not adversely affect the Authority, at the direction interests of the Borrower, may deem necessary or desirable and not inconsistent with this Indenture, including amendments pursuant to Section 2.3(G)(3) hereof;
(3) to modify, amend or supplement this Indenture in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statuteOwners;
(4) to the extent required to conform the procedures under this Installment Purchase Agreement to the terms and provisions procedures of any Letter of Credit or Alternate Letter of Credit or the Depository, as such procedures may be in effect from time to obtain or maintain a rating on the Bonds;time; and
(5) to modify, alter, amend make any modifications or supplement this Indenture changes necessary or appropriate in the opinion of Special Counsel to preserve or protect the exclusion from gross income for federal income tax purposes of interest on the 2020A Bonds. The Agency shall give written notice of any other respect, including amendments which would otherwise be described in Section 9.1(A) hereof amendment to the Installment Purchase Agreement and including, but not limited to, amendments to permit one or more series the rights and obligations of the Bonds to be secured by a separate indenture and no longer be secured hereunder, if (i) the effective date of such Supplemental Indenture is a date on which all Bonds affected thereby are subject to mandatory tender for purchase pursuant to Section 4.6 or 4.8 or (ii) notice of the proposed Supplemental Indenture is mailed to Holders of the affected Bonds at least 30 days before the effective date thereof and, on or before such effective date, such Bondholders have the right to demand purchase of their Bonds pursuant to Section 2.4(A) hereof; or
(6) to make any other changes to this Indenture that do not materially adversely affect the rights of any Bondholder.
(C) The Trustee Authority and the Authority may in their discretionAgency and the Owners and the Trustee hereunder to Moody’s, but shall S&P and Fitch not be obligated to, enter into any such Supplemental Indenture authorized by subsections less than fifteen (A15) and (B) of this Section which materially adversely affects the Trustee’s or the Authority’s own rights, duties or immunities, respectively, under this Indenture or otherwise.
(D) Anything herein days prior to the contrary notwithstanding, a Supplemental Indenture under this Section shall not become effective unless and until the Borrower shall have consented thereto in writingexecution thereof.
Appears in 1 contract
Samples: Installment Purchase Agreement
Amendments Permitted. (Aa) Except as provided in subsection (B), this This Indenture and the rights and obligations of the Authority Borrower and of the Holders Registered Owners of the Bonds Notes and of the Trustee may be modified or amended from time to time and at any time by an indenture or indentures supplemental heretothereto, which the Authority Borrower and the Trustee may enter into when with the written consent of Credit Issuer and the Holders Registered Owners of a majority in aggregate principal amount of all Bonds Notes then Outstanding (orOutstanding, if such amendment only applies to a particular series of Bonds, the which consent of the Holders of a majority in aggregate principal amount of all Bonds of such series then Outstanding or, in lieu thereof, of any Borrower and Credit Provider as provided in Section 11.13 hereof) and an Approving Opinion Issuer shall have been filed file with the Trustee. No such modification or amendment shall (1i) extend the fixed maturity of any BondNote, or reduce the amount of principal thereof, or change the rights of optional and mandatory tender or extend the time of payment, payment or change the method of computing the rate of interest thereon or create a privilege or priority of any Bond over any other Bond, or extend the time of payment of interest thereon, without the consent of the Holder Registered Owner of each Bond Note so affected, or ; (2ii) reduce the aforesaid percentage of Bonds Notes the consent of the Holders Registered Owners of which is required to effect any such modification or amendment, ; or (3iii) permit the creation of any lien on the Revenues Account Funds and other assets pledged under this Indenture prior to or on a parity with the lien created by this Indenture, Indenture or (4) deprive the Holders Registered Owners of the Bonds Notes of the lien created by this Indenture on such Revenues, the First Mortgage Bonds Account Funds and other assets (except as expressly provided in this Indenture), without the consent of the Holders Registered Owners of all of the Bonds Notes then Outstanding and receipt by Outstanding, or (iv) adversely affect the Trustee interests of an Approving OpinionTender Agent without its prior written consent. It shall not be necessary for the consent of the Bondholders Registered Owners to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Authority Borrower and the Trustee of any Supplemental Indenture pursuant to this subsection (Aa), the Trustee shall mail a noticecopy of the Supplemental Indenture to Tender Agent and mail a notice to be prepared by Borrower, setting forth in general terms the substance of such Supplemental Indenture, to each Rating Agency rating agency then rating the Bonds, the Remarketing Agent Notes and the Holders Registered Owners of the Bonds Notes at the addresses address shown on the registration books of the TrusteeNote Registrar. Any However, any failure to give such notice, or any defect therein, shall not, however, not in any way impair or affect the validity of any such Supplemental Indenture.
(Bb) This Indenture and the rights and obligations of Borrower, Trustee and the Authority, Registered Owners of the Trustee and of the Holders of the Bonds Notes may also be modified or amended from time to time and at any time by an indenture or indentures supplemental hereto, which the Authority Borrower and the Trustee may enter into without the consent of any Bondholders, Registered Owners but with the written consent of the Credit Provider (if a Letter of Credit is in effect) and the Bank (Issuer, but only to the extent provided in the applicable Bank Index Rate Agreement), and only to the extent permitted by law, including, law including (without limitation, ) for any one or more of the following purposes:
(1i) to add to the covenants and agreements of the Authority Borrower contained in this Indenture contained other covenants and agreements thereafter to be observed, to pledge or assign additional security for the Bonds, Notes or to surrender any right or power herein reserved to or conferred upon the AuthorityBorrower;
(2ii) to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision, contained in this Indenture, or in regard to matters or questions arising under this Indenture, as the Authority, at the direction of the Borrower, Borrower may deem necessary or desirable and which do not inconsistent with this Indenture, including amendments pursuant to Section 2.3(G)(3) hereofadversely affect the rights of the Registered Owners hereunder;
(3iii) to modify, amend or supplement this Indenture in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute;
(4iv) to conform make such provisions for the purpose of conforming to the terms and provisions of any Alternate Letter of Credit or Alternate Letter of Credit Facility or to obtain or maintain a rating on the Bonds;Notes which do not adversely affect the rights of the Registered Owners hereunder; and
(5v) to modify, alter, amend or supplement this Indenture in any other respect, including amendments respect which would otherwise be described in Section 9.1(A) hereof and including, but does not limited to, amendments to permit one or more series of the Bonds to be secured by a separate indenture and no longer be secured hereunder, if (i) the effective date of such Supplemental Indenture is a date on which all Bonds affected thereby are subject to mandatory tender for purchase pursuant to Section 4.6 or 4.8 or (ii) notice of the proposed Supplemental Indenture is mailed to Holders of the affected Bonds at least 30 days before the effective date thereof and, on or before such effective date, such Bondholders have the right to demand purchase of their Bonds pursuant to Section 2.4(A) hereof; or
(6) to make any other changes to this Indenture that do not materially adversely affect the rights of the Registered Owners hereunder. Trustee shall give notice of any Bondholdersuch modification or amendment to each rating agency then rating the Notes.
(Cc) The Trustee and the Authority may in their its discretion, but shall not be obligated to, enter into any such Supplemental Indenture authorized by subsections (Aa) and or (Bb) of this Section which materially adversely affects the Trustee’s or the Authority’s own rights, duties or immunities, respectively, immunities under this Indenture or otherwise.
(D) Anything herein to . In executing, or accepting the contrary notwithstandingadditional trusts created by, a any Supplemental Indenture under permitted by this Section Article or the modification thereby of the trusts created by this Indenture, Trustee shall not become effective unless be entitled to receive, and until shall be fully protected in relying upon, an opinion of counsel stating that the Borrower shall have consented thereto in writingexecution of such Supplemental Indenture is authorized or permitted by this Indenture.
Appears in 1 contract
Amendments Permitted. (Aa) Except as provided in subsection (B)This Declaration of Trust, this Indenture the Lease and the License and Easement and the rights and obligations of the Authority City and of the Holders Owners of the Bonds Certificates and of the Trustee may be modified or amended from time to time and at any time by an indenture amendment or indentures supplemental hereto, which supplement hereto or thereto that the Authority and the Trustee parties hereto or thereto may enter into when the written consent of the Holders Trustee and the City, if not a party hereto or thereto, and the Owners of a majority in aggregate principal amount Principal Portion of all Bonds Basic Rent Payments represented by the Certificates then Outstanding (or, if such amendment only applies to a particular series of Bonds, the consent of the Holders of a majority in aggregate principal amount of all Bonds of such series then Outstanding or, in lieu thereof, of any Credit Provider as provided in Section 11.13 hereof) and an Approving Opinion shall have has been filed with the Trustee. No such modification or amendment shall will (1) extend the fixed stated maturity of any BondCertificate, or reduce the amount of principal thereofrepresented thereby, or change the rights of optional and mandatory tender or extend the time of paymentpayment or reduce the amount of any Prepayment Price provided in this Declaration of Trust for the payment of any Certificate, or change the method of computing reduce the rate of interest thereon or create a privilege or priority of any Bond over any other Bondwith respect thereto, or extend the time of payment of interest thereon, with respect thereto without the consent of the Holder Owner of each Bond Certificate so affected, or (2) reduce the aforesaid specified percentage of Bonds Certificates the consent of the Holders Owners of which is required to effect any such modification or amendmentamendment or, or (3) except in connection with the delivery of any Additional Certificates, permit the creation of any lien on money in the Revenues and other assets pledged under this Indenture prior to Project Fund or on a parity with the lien Lease Revenue Fund or deprive the Owners of the trust created by this Indenture, Declaration of Trust with respect to the moneys in the Project Fund or the Lease Revenue Fund or (43) deprive the Holders create a preference or priority of the Bonds of the lien created by this Indenture on such Revenues, the First Mortgage Bonds and any Certificate or Certificates over any other assets (except as expressly provided in this Indenture), Certificate or Certificates without the consent of the Holders Owners of all of the Bonds Certificates then Outstanding and receipt by the Trustee of an Approving Opinion. It shall not be necessary for the consent of the Bondholders to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereofOutstanding. Promptly after the execution by the Authority and the Trustee of any Supplemental Indenture amendment pursuant to this subsection (ASection 8.01(a), the Trustee shall mail a noticewill give Notice by Mail, setting forth in general terms the substance of such Supplemental Indenture, amendment to each Rating Agency then rating the Bonds, the Remarketing Agent and the Holders of the Bonds Owners at the addresses shown listed on the registration books of kept by the TrusteeTrustee pursuant to Section 3.06. Any failure to give such notice, or any defect therein, shall will not, however, in any way impair or affect the validity of any such Supplemental Indentureamendment.
(Bb) This Indenture Notwithstanding Section 8.01(a), this Declaration of Trust, the Lease or the License and Easement and the rights and obligations of the AuthorityCity, of the Trustee and of the Holders Owners of the Bonds Certificates may also be modified or amended from time to time and at any time by an indenture agreement that the parties hereto or indentures supplemental hereto, which the Authority and the Trustee thereto may enter into without the consent of any BondholdersCertificate Owners, but with the consent of the Credit Provider (if a Letter of Credit is in effect) and the Bank (but only to the extent provided in the applicable Bank Index Rate Agreement), and only to the extent permitted by law, including, without limitation, law and only for any one or more of the following purposes:
(1) to add to the covenants and agreements of the Authority Trustee in this Indenture contained Declaration of Trust, other covenants and agreements thereafter to be observed, to pledge or assign additional security for the BondsCertificates (or any portion thereof), or to surrender any right or power herein reserved to or conferred upon the AuthorityCity; provided, however, that no such covenant, agreement, pledge, assignment or surrender will in the sole judgment of the Trustee materially adversely affect the interests of the Trustee or the Owners of the Certificates;
(2) to add to the covenants and agreements of the City in the License and Easement or the Lease, other covenants and agreements thereafter to be observed or to surrender any right or power therein reserved to or conferred upon the Trustee or the City; provided, however, that no such covenant, agreement or surrender will in the sole judgment of the Trustee materially adversely affect the interests of the Owners of the Certificates;
(3) to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision, contained in this IndentureDeclaration of Trust, the License and Easement or the Lease, or in regard to matters or questions arising under this IndentureDeclaration of Trust, the License and Easement or the Lease as the Authority, at Trustee and the direction of the Borrower, City may deem necessary or desirable and not inconsistent with this Indenturesaid agreements, including amendments pursuant to Section 2.3(G)(3) hereofor as may be requested by the City or the Trustee and that will not, in any such case in the sole judgment of the Trustee materially adversely affect the interests of the Owners of the Certificates;
(34) to modify, amend or supplement this Indenture Declaration of Trust in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute;
(4) to conform to , and that will not in the terms and provisions sole judgment of any Letter the Trustee materially adversely affect the interests of Credit or Alternate Letter the Owners of Credit or to obtain or maintain a rating on the BondsCertificates;
(5) to modifyprovide for any additional procedures, alter, amend covenants or supplement this Indenture in any other respect, including amendments which would otherwise be described in Section 9.1(A) hereof and including, but not limited to, amendments agreements necessary to permit one or more series maintain the exclusion of the Bonds to be secured by a separate indenture and no longer be secured hereunder, if (i) the effective date Interest Portion of such Supplemental Indenture is a date on which all Bonds affected thereby are subject to mandatory tender Basic Rent from gross income for purchase pursuant to Section 4.6 or 4.8 or (ii) notice purposes of the proposed Supplemental Indenture is mailed to Holders of the affected Bonds at least 30 days before the effective date thereof and, on or before such effective date, such Bondholders have the right to demand purchase of their Bonds pursuant to Section 2.4(A) hereof; orfederal income taxation;
(6) to provide for the execution and delivery of Additional Certificates; or
(7) to make any other changes to this Indenture change that do in the sole judgment of the Trustee does not have a materially adversely affect adverse effect on the rights of any Bondholderthe Certificate Owners.
(C) The Trustee and the Authority may in their discretion, but shall not be obligated to, enter into any such Supplemental Indenture authorized by subsections (A) and (B) of this Section which materially adversely affects the Trustee’s or the Authority’s own rights, duties or immunities, respectively, under this Indenture or otherwise.
(D) Anything herein to the contrary notwithstanding, a Supplemental Indenture under this Section shall not become effective unless and until the Borrower shall have consented thereto in writing.
Appears in 1 contract
Samples: Lease Purchase Agreement
Amendments Permitted. (A1) Except as provided in subsection (B), this This Indenture and the rights and obligations of the Authority and Commission, the Owners of the Holders of the Bonds Notes, any Parity Debt and of the Trustee may be modified or amended from time to time and at any time by an indenture or indentures supplemental heretoa Supplemental Indenture, which the Authority Commission and the Trustee may enter into when with the written consent of the Holders Owners of a majority in aggregate principal amount of all Bonds then Outstanding the Notes and any Parity Debt (or, if such amendment Supplemental Indenture is only applies applicable to a Series of Notes, such Series of Notes, or to a particular series or designation of BondsParity Debt, the consent of the Holders of a majority in aggregate principal amount of all Bonds of such series or designation of Parity Debt) then Outstanding or, in lieu thereof, of any Credit Provider as provided in Section 11.13 hereof) and an Approving Opinion shall have been filed with the Trustee. ; provided that if such modification or amendment will, by its terms, not take effect so long as any Notes of any particular maturity remain Outstanding or any Parity Debt of any particular maturity remain Outstanding, the consent of the Owners of such Notes or Parity Debt, as applicable, shall not be required and such Notes or Parity Debt, as applicable, shall not be deemed to be Outstanding for the purpose of any calculation of Notes or Parity Debt Outstanding under this Section.
(2) This Indenture and the rights and obligations of the Commission and of the Owners of the Notes and Parity Debt and of the Trustee may also be modified or amended at any time by a Supplemental Indenture entered into by the Commission and the Trustee which shall become binding when the written consents of each provider of a letter of credit or a policy of bond insurance for the Notes and such Parity Debt shall have been filed with the Trustee, provided that at such time the payment of all the principal of and interest on all Outstanding Notes and all Outstanding Parity Debt shall be insured by a policy or policies of municipal bond insurance or payable under a letter of credit the provider of which shall be a financial institution or association having unsecured debt obligations rated, or insuring or securing other debt obligations rated on the basis of such insurance or letters of credit, in one of the two highest Rating Categories of Xxxxx’x and S&P.
(3) No such modification or amendment shall shall: (1a) extend the fixed maturity of any BondNote or Parity Debt, or reduce the amount of principal thereof, or change the rights of optional and mandatory tender or extend the time of paymentpayment provided for any Note or Parity Debt, or change the method of computing reduce the rate of interest thereon or create a privilege or priority of any Bond over any other Bondthereon, or extend the time of payment of interest thereon, without the consent of the Holder Owner of each Bond Note or Parity Debt so affected, ; or (2b) reduce the aforesaid percentage of Bonds principal the consent of the Holders Owners of which is required to effect any such modification or amendment, or (3) permit the creation of any lien on the Revenues and other assets pledged under this Indenture prior to or on a parity with the lien created by this Indenture, or (4) deprive the Holders Owners of the Bonds Notes or Parity Debt of the lien created by this Indenture on such Revenues, the First Mortgage Bonds Revenues and other assets (in each case, except as expressly provided in this Indenture), without the consent of the Holders Owners of all of the Bonds Notes and Parity Debt then Outstanding and receipt by the Trustee of an Approving OpinionOutstanding. It shall not be necessary for the consent of the Bondholders Noteholders or Holders of Parity Debt to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Authority and the Trustee of any Supplemental Indenture pursuant to this subsection (A), the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Indenture, to each Rating Agency then rating the Bonds, the Remarketing Agent and the Holders of the Bonds at the addresses shown on the registration books of the Trustee. Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Indenture.
(Bb) This Indenture and the rights and obligations of the AuthorityCommission, of the Trustee and of the Holders Owners of the Bonds Notes and Parity Debt may also be modified or amended from time to time and at any time by an indenture or indentures supplemental heretoa Supplemental Indenture, which the Authority and the Trustee Commission may enter into adopt without the consent of any Bondholders, Noteholders or Holders of Parity Debt but with the consent of the Credit Provider (if a Letter of Credit is in effect) and the Bank (but only to the extent provided in the applicable Bank Index Rate Agreement), and only to the extent permitted by law, including, without limitation, law and only for any one or more of the following purposes:
(1) to add to the covenants and agreements of the Authority Commission in this Indenture contained other covenants and agreements thereafter to be observed, to pledge or assign additional security for the BondsNotes or Parity Debt (or any portion thereof, as applicable), or to surrender any right or power herein reserved to or conferred upon the AuthorityCommission;
(2) to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision, contained in this Indenture, or in regard to matters or questions arising under this Indenture, as the Authority, at the direction of the Borrower, may deem necessary or desirable and not inconsistent with this Indenture, including amendments pursuant to Section 2.3(G)(3) hereof;
(3) to modify, amend or supplement this Indenture in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute, and which shall not materially and adversely affect the interests of the Owners of the Notes and Parity Debt;
(4) to conform make modifications or adjustments necessary, appropriate or desirable to provide for the issuance of Parity Debt with such interest rate, payment, maturity and other terms as the Commission may deem desirable; subject to the terms and provisions of any Letter of Credit or Alternate Letter of Credit or to obtain or maintain a rating on the BondsSections 3.03, 3.04, 3.05 and 3.06;
(5) to modifyprovide for the issuance of Notes or Parity Debt in book-entry form, alter, amend or supplement this Indenture in any other respect, including amendments which would otherwise be described in Section 9.1(A) hereof provided that no such provision shall materially and including, but not limited to, amendments to permit one or more series adversely affect the interests of the Bonds to be secured by a separate indenture and no longer be secured hereunder, if (i) the effective date of such Supplemental Indenture is a date on which all Bonds affected thereby are subject to mandatory tender for purchase pursuant to Section 4.6 or 4.8 or (ii) notice Owners of the proposed Supplemental Indenture is mailed to Holders of the affected Bonds at least 30 days before the effective date thereof and, on or before such effective date, such Bondholders have the right to demand purchase of their Bonds pursuant to Section 2.4(A) hereof; orNotes and Parity Debt;
(6) to make any other changes modifications or adjustments necessary, appropriate or desirable to this Indenture accommodate Support Facilities, provided that do not no such provision shall materially and adversely affect the rights interests of any Bondholder.the Owners of the Notes and Parity Debt;
(C7) The Trustee and if the Authority may Commission agrees in their discretion, but shall not be obligated to, enter into any such Supplemental Indenture authorized by subsections (A) and (B) of this Section which materially adversely affects the Trustee’s or the Authority’s own rights, duties or immunities, respectively, under this Indenture or otherwise.
(D) Anything herein to the contrary notwithstanding, a Supplemental Indenture under this to maintain the exclusion of interest on a Series of Notes or any Parity Debt from gross income for purposes of federal income taxation, to make such provisions as are necessary or appropriate to ensure such exclusion;
(8) to provide for the issuance of an additional Series of Notes pursuant to provisions of Section 3.04 or Section 3.05;
(9) to amend Section 3.03(c) hereof to provide for the issuance of an additional Series of Notes upon demonstration of pro forma debt service coverage or historical debt service coverage, provided that no such provision shall materially and adversely affect the interests of Owners of the Notes and Parity Debt; and
(10) for any other purpose that does not become effective unless materially and until adversely affect the Borrower shall have consented thereto interests of the Owners of the Notes and Parity Debt, including, without limitation, to provide for changes requested by Xxxxx’x or S&P in writingorder to obtain or maintain a credit rating for any Series of Notes or series or other designation of Parity Debt.
Appears in 1 contract
Samples: Subordinate Indenture
Amendments Permitted. (Aa) Except as provided in subsection (B), this This Indenture and the rights and obligations of the Authority and of the Holders Owners of the Bonds and of the Trustee may be modified or amended from time to time and at any time by an indenture or indentures supplemental heretoa Supplemental Indenture, which the Authority and the Trustee may enter into execute when the written consent of the Holders Owners of a majority in aggregate principal amount of all the Bonds then Outstanding (or, if such amendment only applies to a particular series of Bonds, the consent of the Holders of a majority in aggregate principal amount of all Bonds of such series then Outstanding or, in lieu thereof, of any Credit Provider as provided in Section 11.13 hereof) and an Approving Opinion shall have been filed with the Trustee; provided that if such modification or amendment will, by its terms, not take effect so long as any Bonds of any particular maturity remain Outstanding, the consent of the Owners of such Bonds shall not be required and such Bonds shall not be deemed to be Outstanding for the purpose of any calculation of Bonds Outstanding under this Section 10.01. No such modification or amendment shall (1) extend the fixed maturity of any Bond, or reduce the amount of principal thereof, or change provided in this Indenture for the rights payment of optional and mandatory tender or extend the time of paymentany Bond, or change the method of computing reduce the rate of interest thereon or create a privilege or priority of any Bond over any other Bondthereon, or extend the time of payment of interest thereon, or reduce any premium payable upon the redemption thereof, without the consent of the Holder Owner of each Bond so affected, or (2) reduce the aforesaid percentage of Bonds the consent of the Holders Owners of which is required to effect any such modification or amendment, or (3) permit the creation of any lien on the Net Revenues and other assets pledged under this Indenture prior to or on a parity with the lien created by this Indenture, other than Parity Obligations, or (4) deprive the Holders Owners of the Bonds of the lien created by this Indenture on such Revenues, the First Mortgage Bonds Net Revenues and other assets (except as expressly provided in this Indenture), or terminate the insurance of the Bonds, without the consent of the Holders Owners of all of the Bonds then Outstanding and receipt by or modify any of the rights or obligations of the Trustee of an Approving Opinionwithout its prior written consent. It shall not be necessary for the consent of the Bondholders Owners to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Authority and the Trustee of any Supplemental Indenture pursuant to this subsection (Aa), the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Indenture, Indenture to each Rating Agency then rating the Bonds, the Remarketing Agent and the Holders of the Bonds Owners at the addresses shown on the registration books of the TrusteeBond Registration Books. Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Indenture.
(Bb) This Indenture and the rights and obligations of the Authority, of the Trustee and of the Holders Owners of the Bonds may also be modified or amended from time to time and at any time by an indenture or indentures supplemental heretoa Supplemental Indenture, which the Authority and the Trustee may enter into execute without the consent of any BondholdersOwners, but with the consent of the Credit Provider (if a Letter of Credit is in effect) and the Bank (but only to the extent provided in the applicable Bank Index Rate Agreement), and only to the extent permitted by law, including, without limitation, law and only for any one or more of the following purposes:
(1i) to add to the covenants and agreements of the Authority in this Indenture contained other covenants and agreements thereafter to be observed, to pledge or assign additional security for the BondsBonds (or any portion thereof), or to surrender any right or power herein reserved to or conferred upon the Authority, provided, that no such covenant, agreement, pledge, assignment or surrender shall materially adversely affect the interests of the Owners of the Bonds;
(2ii) to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision, contained in this Indenture, or in regard to matters or questions arising under this Indenture, as the Authority, at the direction of the Borrower, Authority may deem necessary or desirable and not inconsistent with this Indenture, including amendments pursuant to Section 2.3(G)(3) hereof;
(3) to modify, amend or supplement this Indenture in such manner as to permit and which shall not materially adversely affect the qualification hereof under interests of the Trust Indenture Act Owners of 1939, as amended, or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute;
(4) to conform to the terms and provisions of any Letter of Credit or Alternate Letter of Credit or to obtain or maintain a rating on the Bonds;
(5iii) to modifymake such additions, alter, amend deletions or supplement this Indenture in any other respect, including amendments which would otherwise modifications as may be described in Section 9.1(A) hereof and including, but not limited to, amendments necessary to permit one or more series assure exclusion from gross income for purposes of federal income taxation of interest on the Bonds to be secured by a separate indenture and no longer be secured hereunder, if (i) the effective date of such Supplemental Indenture is a date on which all Bonds affected thereby are subject to mandatory tender for purchase pursuant to Section 4.6 or 4.8 or (ii) notice of the proposed Supplemental Indenture is mailed to Holders of the affected Bonds at least 30 days before the effective date thereof and, on or before such effective date, such Bondholders have the right to demand purchase of their Bonds pursuant to Section 2.4(A) hereofBonds; or
(6iv) to make any other changes to this Indenture that do not materially adversely affect the rights of any Bondholderissue Parity Obligations.
(Cc) The No such Supplemental Indenture shall modify any of the rights or obligations of the Trustee and without its prior written consent thereto; nor shall the Authority may in their discretion, but shall not Trustee be obligated to, enter into required to consent to any such Supplemental Indenture authorized by subsections (A) and (B) of this Section which materially adversely affects the Trustee’s its rights or the Authority’s own rights, duties or immunities, respectively, under this Indenture or otherwiseobligations hereunder.
(Dd) Anything herein In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modification thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an opinion of counsel stating that the contrary notwithstanding, a Supplemental execution of such supplemental indenture is authorized or permitted by this Indenture under this Section shall not become effective unless and until complies with the Borrower shall have consented thereto in writingterms hereof.
Appears in 1 contract
Samples: Indenture of Trust
Amendments Permitted. (Aa) Except as provided in subsection (B), this This Indenture and the rights and obligations of the Authority and of the Holders of the Bonds Authority Notes and of the Trustee may be modified or amended from time to time and at any time by an indenture or indentures supplemental hereto, which the Authority and the Trustee may enter into when upon filing with the Trustee of the written consent of the Holders of a majority 60% in aggregate principal amount of all Bonds Authority Notes then Outstanding (orOutstanding, if such amendment only applies to a particular series of Bondsand the Bank or the Credit Bank, the consent of the Holders of a majority in aggregate principal amount of all Bonds of such series then Outstanding or, in lieu thereof, of any Credit Provider as provided in Section 11.13 hereof) and an Approving Opinion shall have been filed with the Trusteeapplicable. No such modification or amendment shall (1) extend the fixed maturity of any BondAuthority Note, or reduce the amount of principal thereof, or change the rights of optional and mandatory tender or extend the time of payment, or change the method of computing the rate of interest thereon or create a privilege or priority of any Bond over any other Bondthereon, or extend the time of payment of interest thereon, without the consent of the Holder of each Bond Authority Note so affected, or (2) reduce the aforesaid percentage of Bonds Authority Notes the consent of the Holders of which is required to effect any such modification or amendment, or (3) permit the creation of any lien on the Revenues and other assets pledged under this Indenture prior to or on a parity with the lien created by this Indenture, or (4) deprive the Holders of the Bonds Authority Notes of the lien created by this Indenture on such Revenues, the First Mortgage Bonds Revenues and other assets (except as expressly provided in this Indenture), without the consent of the Holders of all of the Bonds Authority Notes then Outstanding and receipt by the Trustee of an Approving OpinionOutstanding. It shall not be necessary for the consent of the Bondholders Noteholders to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Authority and the Trustee of any Supplemental Indenture pursuant to this subsection (Aa), the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Indenture, to each Rating Agency then rating the Bonds, the Remarketing Agent Authority Notes and the Holders of the Bonds Authority Notes at the addresses address shown on the registration books of the Trustee. Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Indenture.
(Bb) This During any Interest Rate Period other than an Index Interest Rate Period, this Indenture and the rights and obligations of the Authority, of the Trustee and of the Holders of the Bonds Authority Notes may also be modified or amended from time to time and at any time by an indenture or indentures supplemental hereto, which the Authority and the Trustee may enter into without the consent of any BondholdersNoteholders, but with the written consent of the Credit Provider (Bank, if a Letter of Credit is in effect) and the Bank (but only to the extent provided in the applicable Bank Index Rate Agreement)applicable, and only to the extent permitted by lawlaw and after receipt of an Opinion of Counsel that the provisions of such Supplemental Indenture shall not materially adversely affect the interests of the Holders of the Authority Notes, including, without limitation, for any one or more of the following purposes:
(1) to add to the covenants and agreements of the Authority in this Indenture contained other covenants and agreements thereafter to be observed, to pledge or assign additional security for the BondsAuthority Notes (or any portion thereof), or to surrender any right or power herein reserved to or conferred upon the Authority;
(2) to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision, contained in this Indenture, or in regard to matters or questions arising under this Indenture, as the Authority, at the direction of the Borrower, Authority may deem necessary or desirable and not inconsistent with this Indenture, including amendments pursuant to Section 2.3(G)(3) hereof;
(3) to modify, amend or supplement this Indenture in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute;
(4) to conform to the terms and provisions of any Alternate Letter of Credit or Alternate Letter of Credit Facility or to obtain or maintain a rating on the BondsAuthority Notes;
(5) to modify, amend or supplement this Indenture in such a manner to permit the Authority, the Trustee, the Borrower or any other responsible party to comply with the requirements of S.E.C. Rule 15c2-12, as it may from time to time be amended or supplemented, with respect to the Authority Notes; or
(6) to modify, alter, amend or supplement this Indenture or the Agreement in any other respect, including amendments which would otherwise be described in Section 9.1(A9.01(a) hereof and including, but not limited to, amendments to permit one or more series of the Bonds to be secured by a separate indenture and no longer be secured hereunderhereof, if (i) the effective date of such Supplemental Indenture supplemental indenture or agreement is a date on which all Bonds Authority Notes affected thereby are subject to mandatory tender for purchase pursuant to Section 4.6 4.06 or 4.8 or (ii) if notice by first class mail, postage prepaid, of the proposed Supplemental Indenture supplemental indenture or agreement is mailed given to Holders of the affected Bonds Authority Notes at least 30 days before the effective date thereof and, on or before such effective date, such Bondholders Noteholders have the right to demand purchase of their Bonds Authority Notes pursuant to Section 2.4(A2.04(a) or (b) hereof; or
(6) to make any other changes to this Indenture that do not materially adversely affect the rights . The Trustee shall give notice of any Bondholdersuch modification or amendment to each Rating Agency then rating the Authority Notes.
(Cc) The Trustee and the Authority may in their its discretion, but shall not be obligated to, enter into any such Supplemental Indenture authorized by subsections subsection (Aa) and or (Bb) of this Section which materially adversely affects the Trustee’s or the Authority’s own rights, duties or immunities, respectively, immunities under this Indenture or otherwise.
(Dd) Anything herein Notwithstanding the foregoing, the Indenture may also be modified or amended from time to time and at any time by an indenture or indentures supplemental hereto, which the contrary notwithstandingAuthority and the Trustee may enter into without the consent of the Holders, a Supplemental Indenture under this the Credit Bank, if any, or the Bank, if any, for the purpose of changing the forms of the notices of the Trustee or the Trustee Audit Letter, or the timing thereof, as described in Section shall not become effective unless and until the Borrower shall have consented thereto in writing8.08 hereof.
Appears in 1 contract
Samples: Indenture
Amendments Permitted. (A) Except as provided in subsection (B), this Indenture and the rights and obligations of the Authority and of the Holders of the Bonds and of the Trustee may be modified or amended from time to time and at any time by an indenture or indentures supplemental hereto, which the Authority and the Trustee may enter into when the written consent of the Holders of a majority in aggregate principal amount of all Bonds then Outstanding (or, if such amendment only applies to a particular series of Bonds, the consent of the Holders of a majority in aggregate principal amount of all Bonds of such series then Outstanding or, in lieu thereof, of any Credit Provider as provided in Section 11.13 hereof) and an Approving Opinion shall have been filed with the Trustee. No such modification or amendment shall (1) extend the fixed maturity of any Bond, or reduce the amount of principal thereof, or change the rights of optional and mandatory tender or extend the time of payment, or change the method of computing the rate of interest thereon or create a privilege or priority of any Bond over any other Bond, or extend the time of payment of interest thereon, without the consent of the Holder of each Bond so affected, or (2) reduce the aforesaid percentage of Bonds the consent of the Holders of which is required to effect any such modification or amendment, or (3) permit the creation of any lien on the Revenues and other assets pledged under this Indenture prior to or on a parity with the lien created by this Indenture, or (4) deprive the Holders of the Bonds of the lien created by this Indenture on such Revenues, the First Mortgage Bonds and other assets (except as expressly provided in this Indenture), without the consent of the Holders of all of the Bonds then Outstanding and receipt by the Trustee of an Approving Opinion. It shall not be necessary for the consent of the Bondholders to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Authority and the Trustee of any Supplemental Indenture pursuant to this subsection (A), the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Indenture, to each Rating Agency then rating the Bonds, the Remarketing Agent and the Holders of the Bonds at the addresses shown on the registration books of the Trustee. Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Indenture.
(B) This Indenture and the rights and obligations of the Authority, Owners of the Trustee Certificates and the Purchase Contract and the rights and obligations of the Holders of parties thereto and the Bonds Acquisition Agreement may also be modified or amended from time to time and at any time by an indenture a supplemental agreement which shall become effective when the written consents of the Owners of a majority in aggregate principal amount of the Certificates then Outstanding (or, if the modification or indentures supplemental heretoamendment relates only to one series, which a majority in aggregate principal amount of the Authority and Certificates of such series then Outstanding), exclusive of Certificates disqualified as provided in Section 9.03 hereof, shall have been filed with the Trustee may enter into without Trustee. Unless approved in writing by the consent Owners of all the Certificates affected thereby, nothing herein contained shall permit, or be construed as permitting, (i) a change in the times, amounts or currency of payment of the principal of, or premium if any, or interest on, any Outstanding Certificate, or a reduction in the principal amount or redemption price of any BondholdersOutstanding Certificate or the rate of interest thereon, but or (ii) the creation of a claim or lien upon, or a pledge of, the trust estate ranking prior to or on a parity with the claim, lien or pledge created by this Indenture, or (iii) a reduction in the aggregate principal amount of Certificates the consent of the Credit Provider (if a Letter Owners of Credit which is in effect) and the Bank (but only to the extent provided in the applicable Bank Index Rate Agreement), and only to the extent permitted by law, including, without limitation, required for any one or more of the following purposes:such supplemental agreement.
(1a) to cure any formal defect, omission, inconsistency or ambiguity in this Indenture;
(b) to add to the covenants and agreements of the Authority Board contained in this Indenture or of the Trustee contained in any document, other covenants and or agreements thereafter to be observed, or to assign or pledge or assign additional security for any of the BondsCertificates, or to surrender any right or power herein reserved to or conferred upon the AuthorityBoard or the Trustee, which in the judgment of the Trustee is not materially adverse to the Owners of the Certificates;
(2c) to make such provisions for confirm as further assurance, any ownership, pledge of or lien on the purpose of curing trust assets or any ambiguityother moneys, inconsistency securities or omission, funds subject or of curing or correcting any defective provision, contained in to be subjected to this Indenture, or in regard to matters or questions arising under this Indenture, as the Authority, at the direction of the Borrower, may deem necessary or desirable and not inconsistent with this Indenture, including amendments pursuant to Section 2.3(G)(3) hereof;
(3d) to modify, amend or supplement this Indenture in such manner as to permit comply with the qualification hereof under requirements of the Trust Indenture Act of 1939, as from time to time amended, or any similar federal statute hereafter in effect, and if applicable to add such other terms, conditions and provisions as may be permitted by said act or similar federal statutethis Indenture;
(4) to conform to the terms and provisions of any Letter of Credit or Alternate Letter of Credit or to obtain or maintain a rating on the Bonds;
(5e) to modify, alter, amend or supplement this Indenture Indenture, the Purchase Contract or any supplemental indenture in any other respectrespect which in the judgment of the Trustee is not materially adverse to the Owners of the Certificates;
(f) to provide for a new Securities Depository to accept Certificates;
(g) to modify or eliminate the Book-Entry System for any of the Certificates;
(h) to secure or maintain ratings on the Certificates from [Xxxxx’x and/or S&P];
(i) to provide for the appointment of a successor Trustee; and
(j) to provide for additional procedures, including covenants or agreements necessary to maintain the exclusion of the interest component payable on the Certificates from the federal gross income of the Owners thereof. Any such supplemental agreement shall become effective upon execution and delivery by the parties hereto or thereto as the case may be. No amendment shall be effective unless the Trustee shall have received a Favorable Opinion of Special Counsel with respect to such amendment. Notwithstanding the foregoing, amendments which would otherwise be to Exhibit B to the Purchase Contract for the purposes described in Section 9.1(A3.6 or Section 5.4(b) hereof and including, but not limited to, amendments to permit one or more series of the Bonds to Purchase Contract may be secured by a separate indenture and no longer be secured hereunder, if (i) made solely at the effective date of such Supplemental Indenture is a date on which all Bonds affected thereby are subject to mandatory tender for purchase pursuant to Section 4.6 or 4.8 or (ii) notice direction of the proposed Supplemental Indenture is mailed to Holders of the affected Bonds at least 30 days before the effective date thereof and, on or before such effective date, such Bondholders have the right to demand purchase of their Bonds pursuant to Section 2.4(A) hereof; or
(6) to make any other changes to this Indenture that do not materially adversely affect the rights of any BondholderBoard Representative.
(C) The Trustee and the Authority may in their discretion, but shall not be obligated to, enter into any such Supplemental Indenture authorized by subsections (A) and (B) of this Section which materially adversely affects the Trustee’s or the Authority’s own rights, duties or immunities, respectively, under this Indenture or otherwise.
(D) Anything herein to the contrary notwithstanding, a Supplemental Indenture under this Section shall not become effective unless and until the Borrower shall have consented thereto in writing.
Appears in 1 contract
Samples: Acquisition Agreement
Amendments Permitted. (A) Except as provided in subsection (B), this This Indenture and the rights and obligations of the Authority and of the Holders of the Bonds and of the Trustee may be modified or amended from time to time and at any time by an indenture or indentures supplemental hereto, which the Authority and the Trustee may enter into when the written consent of the Holders of not less than a majority in aggregate principal amount of all Bonds then Outstanding (orOutstanding, and the Bank, if such amendment only applies to a particular series of Bondsany, the consent of the Holders of a majority in aggregate principal amount of all Bonds of such series then Outstanding or, in lieu thereof, of any Credit Provider as provided in Section 11.13 hereof) and an Approving Opinion shall have been filed with the TrusteeTrustee and the Trustee has received an Approving Opinion. No such modification or amendment shall (1) extend the fixed maturity of any Bond, or reduce the amount of principal thereof, or change the rights of optional and mandatory tender or extend the time of payment, or change the method of computing the rate of interest thereon or create a privilege or priority of any Bond over any other Bondthereon, or extend the time of payment of interest thereon, without the consent of the Holder of each Bond so affected, or (2) reduce the aforesaid percentage of Bonds the consent of the Holders of which is required to effect any such modification or amendment, or (3) permit the creation of any lien on the Revenues and other assets pledged under this Indenture Trust Estate prior to or on a parity with the lien created by this Indenture, or (4) deprive the Holders of the Bonds of the lien created by this Indenture on such Revenues, the First Mortgage Bonds and other assets Trust Estate (except as expressly provided in this Indenture), without the consent of the Holders of all of the Bonds then Outstanding and receipt by the Trustee of an Approving Opinion. It shall not be necessary for the consent of the Bondholders to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Authority and the Trustee of any Supplemental Indenture pursuant to this subsection (A), the Trustee shall mail a noticenotice provided by the Borrower, setting forth in general terms the substance of such Supplemental Indenture, to each Rating Agency then rating the Bonds, the Remarketing Agent Bonds and the Holders of the Bonds at the addresses address shown on the registration books of the Trustee. Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Indenture.
(B) This Indenture and the rights and obligations of the Authority, of the Trustee and of the Holders of the Bonds may also be modified or amended from time to time and at any time by an indenture or indentures supplemental heretoentering into a Supplemental Indenture, which the Authority and the Trustee may enter into without the consent of any Bondholders, but with the written consent of the Credit Provider (Bank, if a Letter of Credit is in effect) and the Bank (but only to the extent provided in the applicable Bank Index Rate Agreement)any, and only to the extent permitted by law, and with respect to subsection (6) below, with an Approving Opinion delivered to the Trustee, including, without limitation, for any one or more of the following purposes:
(1) to add to the covenants and agreements of the Authority in this Indenture contained and other covenants and agreements thereafter to be observed, to pledge or assign additional security for the BondsBonds (or any portion thereof), or to surrender any right or power herein reserved to or conferred upon the Authority;
(2) to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision, contained in this Indenture, or in regard to matters or questions arising under this Indenture, as the Authority, at the direction of the Borrower, Authority may deem necessary or desirable and not inconsistent with this Indenture, including amendments pursuant to Section 2.3(G)(32.03(H) hereof;
(3) to modify, amend or supplement this Indenture in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute;
(4) to conform to the terms and provisions of any Letter of Credit or Credit, Alternate Letter of Credit or Alternate Credit Facility or to obtain or maintain a rating on the Bonds;
(5) to modify, amend or supplement this Indenture in such a manner to permit the Authority, the Trustee, the Borrower or any other responsible party to comply with the requirements of SEC Rule 15c2-12, as it may from time to time be amended or supplemented, with respect to the Bonds; or
(6) to modify, alter, amend or supplement this Indenture or the Agreement in any other respect, including amendments which would otherwise be described in Section 9.1(A9.01(A) hereof and including, but not limited to, amendments to permit one or more series of the Bonds to be secured by a separate indenture and no longer be secured hereunderhereof, if (i) the effective date of such Supplemental Indenture supplemental indenture or agreement is a date on which all Bonds affected thereby are subject to mandatory tender for purchase pursuant to Section 4.6 4.06 hereof or 4.8 or (ii) if notice by first class mail, postage prepaid, of the proposed Supplemental Indenture supplemental indenture or agreement is mailed given to Holders of the affected Bonds at least 30 days before the effective date thereof and, on or before such effective date, such Bondholders have the right to demand purchase of their Bonds pursuant to Section 2.4(A) 2.04 hereof; or
(6) to make . Promptly after the execution by the Authority and the Trustee of any other changes Supplemental Indenture pursuant to this Indenture that do not materially adversely subsection (B), the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Indenture, to each Rating Agency then rating the Bonds and the Holders of the Bonds at the address shown on the registration books of the Trustee. Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the rights validity of any Bondholdersuch Supplemental Indenture.
(C) The Trustee and the Authority may in their discretion, but shall not be obligated to, enter into any such Supplemental Indenture authorized by subsections (A) and or (B) of this Section which materially adversely affects the Trustee’s or the Authority’s own rights, duties or immunities, respectively, under this Indenture or otherwise.
(D) Anything herein to the contrary notwithstanding, a Supplemental Indenture under this Section shall not become effective unless and until the Borrower shall have consented thereto in writing.
Appears in 1 contract
Amendments Permitted. (Aa) Except as provided in subsection (B), this This Indenture and the rights and obligations of the Authority Agency and of the Holders Owners of the Bonds and of the Trustee may be modified or amended from time to time and at any time by an indenture or indentures supplemental heretothereto, which the Authority Agency and the Trustee may enter into when the written consent consents of the Holders Owners of a majority in aggregate principal amount of all Bonds then Outstanding (orOutstanding, if such amendment only applies to a particular series of Bonds, the consent of the Holders of a majority in aggregate principal amount of all Bonds of such series then Outstanding or, in lieu thereof, of any Credit Provider as provided in Section 11.13 hereof) and an Approving Opinion shall have been filed with the Trustee. No such modification or amendment shall (1i) extend the fixed maturity of any BondBonds, or reduce the amount of principal thereof, or change the rights of optional and mandatory tender thereof or extend the time of payment, or change the method of computing the rate of interest thereon or create a privilege or priority of any Bond over any other Bondthereon, or extend the time of payment of interest thereon, without the consent of the Holder Owner of each Bond so affected, or (2ii) reduce the aforesaid percentage of Bonds the consent of the Holders Owners of which is required to effect any such modification or amendment, or (3) permit the creation of any lien on the Revenues and other assets pledged under this Indenture prior to or on a parity with the lien created by this IndentureIndenture except as permitted herein, or (4) deprive the Holders Owners of the Bonds of the lien created by this Indenture on such Revenues, the First Mortgage Bonds Revenues and other assets (except as expressly provided in this Indenture), without the consent of the Holders Owners of all of the Bonds then Outstanding and receipt by the Trustee of an Approving OpinionOutstanding. It shall not be necessary for the consent of the Bondholders Bond Owners to approve the particular form of any Supplemental Sup- plemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Authority and the Trustee of any Supplemental Indenture pursuant to this subsection (A), the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Indenture, to each Rating Agency then rating the Bonds, the Remarketing Agent and the Holders of the Bonds at the addresses shown on the registration books of the Trustee. Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Indenture.
(Bb) This Indenture and the rights and obligations of the AuthorityAgency, of the Trustee and of the Holders Owners of the Bonds may also be modified or amended from time to time and at any time by an indenture or indentures supplemental heretoa Supplemental Indenture, which the Authority Agency and the Trustee may enter into without the consent of any BondholdersBond Owners, but with if the consent Trustee has been furnished an opinion of counsel that the provisions of such Supplemental Indenture shall not materially adversely affect the interests of the Credit Provider (if a Letter Owners of Credit is in effect) and the Bank (but only to the extent provided in the applicable Bank Index Rate Agreement), and only to the extent permitted by lawBonds, including, without limitation, for any one or more of the following purposes:
(1i) to add to the covenants and agreements of the Authority Agency in this Indenture contained con- tained other covenants and agreements thereafter to be observed, to pledge or assign additional ad- ditional security for the BondsBonds (or any portion thereof), or to surrender any right or power herein reserved to or conferred upon the AuthorityAgency;
(2ii) to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision, contained in this IndentureInden- ture, or in regard to matters or questions arising under this Indenture, as the Authority, at the direction of the Borrower, Agency may deem necessary or desirable and not inconsistent with this Indenture, including amendments pursuant to Section 2.3(G)(3) hereof;desirable; or
(3iii) to modify, amend or supplement this Indenture in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute;.
(4) to conform to the terms and provisions of any Letter of Credit or Alternate Letter of Credit or to obtain or maintain a rating on the Bonds;
(5iv) to modify, alter, amend or supplement this Indenture in any other respect, including amendments which would otherwise be described in Section 9.1(A) hereof and including, but not limited to, amendments such manner as to permit one or more series of cause interest on the Bonds to be secured by a separate indenture and no longer be secured hereunder, if (i) the effective date of such Supplemental Indenture is a date on which all Bonds affected thereby are subject to mandatory tender for purchase pursuant to Section 4.6 or 4.8 or (ii) notice remain excludable from gross income of the proposed Supplemental Indenture is mailed to Holders of Owners under the affected Bonds at least 30 days before the effective date thereof and, on or before such effective date, such Bondholders have the right to demand purchase of their Bonds pursuant to Section 2.4(A) hereof; or
(6) to make any other changes to this Indenture that do not materially adversely affect the rights of any BondholderCode.
(Cc) The Trustee and the Authority may in their its discretion, but shall not be obligated to, enter into any such Supplemental Indenture authorized by subsections (Aa) and or (Bb) of this Section 9.01 which materially adversely affects the Trustee’s or the Authority’s own rights, duties or immunities, respectively, immunities under this Indenture or otherwiseother- wise.
(Dd) Anything herein Prior to the contrary notwithstanding, a Trustee entering into any Supplemental Indenture under hereunder, there shall be delivered to the Trustee an opinion of Bond Counsel stating, in substance, that such Supple- mental Indenture has been adopted in compliance with the requirements of this Indenture and that the adoption of such Supplemental Indenture will not, in and of itself, adversely affect the exclusion from gross income of the Owners for purposes of federal income taxes of interest on the Bonds.
(e) Written notice of any amendment or modification made pursuant to this Section 9.01 shall not become be given by the Agency to any rating agency then rating the Bonds at least thirty (30) days prior to the effective unless and until the Borrower shall have consented thereto in writingdate of such amendment or modification.
Appears in 1 contract
Samples: Indenture of Trust
Amendments Permitted. (A) Except as provided in subsection (B), this This Indenture and the rights and obligations of the Authority and of the Holders of the Bonds and of the Trustee may be modified or amended from time to time and at any time by an indenture or indentures supplemental hereto, which the Authority and the Trustee may enter into when the written consent of the Holders of not less than a majority in aggregate principal amount of all Bonds then Outstanding (orOutstanding, if such amendment only applies to a particular series of Bonds, the consent of the Holders of a majority in aggregate principal amount of all Bonds of such series then Outstanding or, in lieu thereof, of any Credit Provider as provided in Section 11.13 hereof) and an Approving Opinion shall have been filed with the Trustee. No such modification or amendment shall (1) extend the fixed maturity of any Bond, or reduce the amount of principal thereof, or change the rights of optional and mandatory tender or extend the time of payment, or change the method of computing the rate of interest thereon or create a privilege or priority of any Bond over any other Bondthereon, or extend the time of payment of interest thereon, without the consent of the Holder of each Bond so affected, or (2) reduce the aforesaid percentage of Bonds the consent of the Holders of which is required to effect any such modification or amendment, or (3) permit the creation of any lien on the Revenues and other assets pledged under this Indenture prior to or on a parity with the lien created by this Indenture, or (4) deprive the Holders of the Bonds of the lien created by this Indenture on such Revenues, the First Mortgage Bonds Revenues and other assets (except as expressly provided in this Indenture), without the consent of the Holders of all of the Bonds then Outstanding and receipt by the Trustee of an Approving OpinionOutstanding. It shall not be necessary for the consent of the Bondholders to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Authority and the Trustee of any Supplemental Indenture pursuant to this subsection (A), the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Indenture, to each Rating Agency then rating the Bonds, the Remarketing Agent Bonds and the Holders of the Bonds at the addresses address shown on the registration books of the Trustee. Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Indenture.
(B) This Indenture and the rights and obligations of the Authority, of the Trustee and of the Holders of the Bonds may also be modified or amended from time to time and at any time by an indenture or indentures supplemental hereto, which the Authority and the Trustee may enter into without the consent of any Bondholders, but with the consent of the Credit Provider (if a Letter of Credit is in effect) and the Bank (but only to the extent provided in the applicable Bank Index Rate Agreement), and only to the extent permitted by lawlaw and after receipt of an Opinion of Counsel that the provisions of such Supplemental Indenture shall not materially adversely affect the interests of the Holders of the Bonds, including, without limitation, for any one or more of the following purposes:
(1) to add to the covenants and agreements of the Authority in this Indenture contained other covenants and agreements thereafter to be observed, to pledge or assign additional security for the BondsBonds (or any portion thereof), or to surrender any right or power herein reserved to or conferred upon the Authority;
(2) to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision, contained in this Indenture, or in regard to matters or questions arising under this Indenture, as the Authority, at the direction of the Borrower, Authority may deem necessary or desirable and not inconsistent with this Indenture, including amendments pursuant to Section 2.3(G)(3) hereof;
(3) to modify, amend or supplement this Indenture in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute;; or
(4) to conform to the terms and provisions of any Letter of Credit or Alternate Letter of Credit or to obtain or maintain a rating on the Bonds;
(5) to modify, alter, amend or supplement this Indenture in such a manner to permit the Authority, the Trustee, the Borrower or any other respectresponsible party to comply with the requirements of S.E.C. Rule 15c2-12, including amendments which would otherwise as it may from time to time be described in Section 9.1(A) hereof and includingamended or supplemented, but not limited to, amendments with respect to permit one or more series of the Bonds to be secured by a separate indenture and no longer be secured hereunder, if (i) the effective date of such Supplemental Indenture is a date on which all Bonds affected thereby are subject to mandatory tender for purchase pursuant to Section 4.6 or 4.8 or (ii) Bonds. The Trustee shall give notice of any such modification or amendment to each Rating Agency then rating the proposed Supplemental Indenture is mailed to Holders of the affected Bonds at least 30 days before the effective date thereof and, on or before such effective date, such Bondholders have the right to demand purchase of their Bonds pursuant to Section 2.4(A) hereof; or
(6) to make any other changes to this Indenture that do not materially adversely affect the rights of any BondholderBonds.
(C) The Trustee and the Authority may in their its discretion, but shall not be obligated to, enter into any such Supplemental Indenture authorized by subsections (A) and or (B) of this Section which materially adversely affects the Trustee’s or the Authority’s own rights, duties or immunities, respectively, immunities under this Indenture or otherwise.
(D) Anything herein to the contrary notwithstanding, a Supplemental Indenture under this Section shall not become effective unless and until the Borrower shall have consented thereto in writing.
Appears in 1 contract
Samples: Indenture (SJW Corp)
Amendments Permitted. (A) Except as provided in subsection (B), this The Indenture and the rights and obligations of the Authority Board, of the Trustee and of the Holders of the Bonds and of the Trustee may be modified or amended from time to time and at any time for any lawful purpose, by an indenture or indentures supplemental heretothereto, which the Authority Board and the Trustee may enter into when without the consent of any Bondholders but with the prior written consent of the Holders Company and the Bank (as long as the Letter of Credit Bank is not in default under the Letter of Credit), provided that the Trustee determines that such modification or amendment will not materially adversely affect the interests of the Bondholders or result in any material impairment of the security given under the Indenture. Any other modification or amendment must be approved by a majority in aggregate principal amount of all the Bonds then Outstanding (orOutstanding, provided that such consent of the Bondholders shall not be required if such modification or amendment only applies is consented to in writing by the Bank provided that (a) the Letter of Credit Bank is not then in default of its obligations under the Letter of Credit and (1)) no voluntary or involuntary case has been commenced by the filing of a particular series petition under the United States Bankruptcy Code or any other law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of Bondsdebts by or against the Letter of Credit Bank. The foregoing to the contrary notwithstanding, no such modification or amendment shall, without the consent of the Company and the Holders of a majority in aggregate principal amount of all Bonds of such series then Outstanding orOutstanding, in lieu thereof, of any Credit Provider as provided in Section 11.13 hereof) and an Approving Opinion shall have been filed with the Trustee. No such modification or amendment shall (1i) extend the fixed maturity date of any Bond, or (ii) reduce the amount of principal thereof, or change the rights of optional and mandatory tender or (iii) extend the time of payment, payment or change the method of computing the rate of interest thereon or create a privilege or priority of any Bond over any other Bond, or extend the time of payment of interest thereon, without the consent of the Holder of each Bond so affected, or eliminate the Holders' rights to tender the Bonds, (2iv) extend the due date for the purchase of Bonds tendered by the Holders thereof, or (v) reduce the aforesaid percentage purchase price of Bonds the consent of the Holders of which is required to effect any such modification or amendment, or (3) permit the creation of any lien on the Revenues and other assets pledged under this Indenture prior to or on a parity with the lien created by this Indenture, or (4) deprive the Holders of the Bonds of the lien created by this Indenture on such Revenues, the First Mortgage Bonds and other assets (except as expressly provided in this Indenture), without the consent of the Holders of all of the Bonds then Outstanding and receipt by the Trustee of an Approving OpinionBonds. It shall not be necessary for the consent of the Bondholders to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Authority Board and the Trustee of any Supplemental Indenture pursuant to this subsection (A)Indenture, the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Indenture, to each Rating Agency rating agency then rating the Bonds, the Remarketing Agent if any, and the Holders of the Bonds at the addresses address shown on the registration books of the Trustee. Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Indenture.
(B) This Indenture and the rights and obligations of the Authority, of the Trustee and of the Holders of the Bonds may also be modified or amended from time to time and at any time by an indenture or indentures supplemental hereto, which the Authority and the Trustee may enter into without the consent of any Bondholders, but with the consent of the Credit Provider (if a Letter of Credit is in effect) and the Bank (but only to the extent provided in the applicable Bank Index Rate Agreement), and only to the extent permitted by law, including, without limitation, for any one or more of the following purposes:
(1) to add to the covenants and agreements of the Authority in this Indenture contained other covenants and agreements thereafter to be observed, to pledge or assign additional security for the Bonds, or to surrender any right or power herein reserved to or conferred upon the Authority;
(2) to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision, contained in this Indenture, or in regard to matters or questions arising under this Indenture, as the Authority, at the direction of the Borrower, may deem necessary or desirable and not inconsistent with this Indenture, including amendments pursuant to Section 2.3(G)(3) hereof;
(3) to modify, amend or supplement this Indenture in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute;
(4) to conform to the terms and provisions of any Letter of Credit or Alternate Letter of Credit or to obtain or maintain a rating on the Bonds;
(5) to modify, alter, amend or supplement this Indenture in any other respect, including amendments which would otherwise be described in Section 9.1(A) hereof and including, but not limited to, amendments to permit one or more series of the Bonds to be secured by a separate indenture and no longer be secured hereunder, if (i) the effective date of such Supplemental Indenture is a date on which all Bonds affected thereby are subject to mandatory tender for purchase pursuant to Section 4.6 or 4.8 or (ii) notice of the proposed Supplemental Indenture is mailed to Holders of the affected Bonds at least 30 days before the effective date thereof and, on or before such effective date, such Bondholders have the right to demand purchase of their Bonds pursuant to Section 2.4(A) hereof; or
(6) to make any other changes to this Indenture that do not materially adversely affect the rights of any Bondholder.
(C) The Trustee and the Authority may in their discretion, but shall not be obligated to, enter into any such Supplemental Indenture authorized by subsections (A) and (B) of this Section which materially adversely affects the Trustee’s or the Authority’s own rights, duties or immunities, respectively, under this Indenture or otherwise.
(D) Anything herein to the contrary notwithstanding, a Supplemental Indenture under this Section shall not become effective unless and until the Borrower shall have consented thereto in writing.
Appears in 1 contract
Amendments Permitted. (A1) Except as provided in subsection (B), this Indenture This Trust Agreement and the rights and obligations of the Authority and of Authority, the Holders of the Junior Subordinate Bonds and of the Trustee may be modified or amended from time to time and at any time by an indenture or indentures supplemental heretoa Supplemental Trust Agreement, which the Authority and the Trustee may enter into when the written consent of the Holders of a majority in aggregate principal amount of all Bond Obligation of the Junior Subordinate Bonds then Outstanding (or, if such amendment Supplemental Trust Agreement is only applies applicable to a Series of Junior Subordinate Bonds, such Series of Junior Subordinate Bonds) then Outstanding shall have been filed with the Trustee; provided that if such modification or amendment will, by its terms, not take effect so long as any Junior Subordinate Bonds of any particular series of Bondsmaturity remain Outstanding, the consent of the Holders of a majority in aggregate principal amount of all such Junior Subordinate Bonds of shall not be required and such series then Junior Subordinate Bonds shall not be deemed to be Outstanding or, in lieu thereof, for the purpose of any Credit Provider as provided in Section 11.13 hereofcalculation of Junior Subordinate Bonds Outstanding under this Section.
(2) and an Approving Opinion shall have been filed with the Trustee. No such modification or amendment shall (1a) extend the fixed maturity of any Junior Subordinate Bond, or reduce the amount of principal thereof, or change the rights of optional and mandatory tender or extend the time of paymentpayment or reduce the amount of any Mandatory Sinking Account Payment provided for the payment of any Junior Subordinate Bond, or change the method of computing reduce the rate of interest thereon or create a privilege or priority of any Bond over any other Bondthereon, or extend the time of payment of interest thereon, or reduce any premium payable upon the redemption thereof, without the consent of the Holder of each Junior Subordinate Bond so affected, or (2b) reduce the aforesaid percentage of Bonds Bond Obligation the consent of the Holders of which is required to effect any such modification or amendment, or (3) permit the creation of any lien on the Junior Subordinate Pledged Revenues and other assets pledged under this Indenture Trust Agreement prior to or on a parity with the lien created by this IndentureTrust Agreement, or (4) deprive the Holders of the Junior Subordinate Bonds of the lien created by this Indenture Trust Agreement on such Revenues, the First Mortgage Bonds Junior Subordinate Pledged Revenues and other assets (in each case, except as expressly provided in this IndentureTrust Agreement), without the consent of the Holders of all of the Junior Subordinate Bonds then Outstanding and receipt by the Trustee of an Approving OpinionOutstanding. It shall not be necessary for the consent of the Bondholders to approve the particular form of any Supplemental IndentureTrust Agreement, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution and delivery by the Authority and the Trustee of any Supplemental Indenture Trust Agreement pursuant to this subsection (ASection 9.01(A), the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Indenture, Trust Agreement to each Rating Agency then rating the Bonds, the Remarketing Agent and the Holders of the Bonds at the addresses shown on the registration books of the Trustee. Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental IndentureTrust Agreement.
(B) This Indenture Trust Agreement and the rights and obligations of the Authority, of the Trustee and of the Holders of the Junior Subordinate Bonds may also be modified or amended from time to time and at any time by an indenture or indentures supplemental heretoa Supplemental Trust Agreement, which the Authority and the Trustee may enter into without the consent of any Bondholders, but with the consent of the Credit Provider (if a Letter of Credit is in effect) and the Bank (but only to the extent provided in that such modification or amendment is permitted by the applicable Bank Index Rate Agreement), Act and does not materially and adversely affect the interests of the Holders of the Junior Subordinate Bonds and only to the extent permitted by law, including, without limitation, for any one or more of the following purposes:
(1) to add to the covenants and agreements of the Authority in this Indenture Trust Agreement contained other covenants and agreements thereafter to be observed, to pledge or assign additional security for the BondsJunior Subordinate Bonds (or any portion thereof), or to surrender any right or power herein reserved to or conferred upon the Authority;
(2) to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision, contained in this IndentureTrust Agreement, or in regard to matters or questions arising under this IndentureTrust Agreement, as the Authority, at the direction of the Borrower, Authority may deem necessary or desirable desirable, and which shall not inconsistent with this Indenture, including amendments pursuant to Section 2.3(G)(3) hereofmaterially and adversely affect the interests of the Holders of the Junior Subordinate Bonds;
(3) to modify, amend or supplement this Indenture Trust Agreement in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute, and which shall not materially and adversely affect the interests of the Holders of the Junior Subordinate Bonds;
(4) to conform provide for the issuance of an additional Series of Junior Subordinate Bonds pursuant to the provisions of Article III hereof;
(5) to make modifications or adjustments necessary, appropriate or desirable to provide for the issuance or incurrence, as applicable, of Capital Appreciation Bonds, Junior Subordinate Obligations, Junior Subordinate Obligations or Variable Rate Indebtedness, with such interest rate, payment, maturity and other terms as the Authority may deem desirable; subject to the provisions of Section 3.02, Section 3.03 and Section 3.06;
(6) to make modifications or adjustments necessary, appropriate or desirable to provide for change from one interest rate mode to another in connection with any Series of Junior Subordinate Bonds;
(7) to make modifications or adjustments necessary, appropriate or desirable to accommodate Credit Enhancements, Liquidity Facilities and Reserve Facilities;
(8) to make modifications or adjustments necessary, appropriate or desirable to provide for the appointment of an auction agent, a broker-dealer, a remarketing agent, a tender agent and/or a paying agent in connection with any Series of Junior Subordinate Bonds;
(9) to modify the auction provisions applicable to any Series of Junior Subordinate Bonds in accordance with the terms and provisions set forth in the Supplemental Trust Agreement establishing the terms and provisions of any Letter such Series of Credit or Alternate Letter of Credit or to obtain or maintain a rating on the Junior Subordinate Bonds;
(510) to provide for any additional covenants or agreements necessary to maintain the tax-exempt status of, or any federal subsidy with respect to, interest on any Series of Junior Subordinate Bonds;
(11) to provide for the issuance of Junior Subordinate Bonds in book-entry form or bearer form and/or to modify or eliminate the book-entry registration system for any Series of Junior Subordinate Bonds;
(12) to modify, alter, amend or supplement this Indenture Trust Agreement in any other respect, including amendments which that would otherwise be described in Section 9.1(A) hereof and including, but not limited to, amendments to permit one or more series of the Bonds to be secured by a separate indenture and no longer be secured hereunder9.01(A), if (i) the effective date of such Supplemental Indenture amendments is a date on which all Junior Subordinate Bonds affected thereby are subject to mandatory tender for purchase pursuant to Section 4.6 the provisions of this Trust Agreement or 4.8 or (ii) if notice of the proposed Supplemental Indenture amendments is mailed given to Holders of the affected Junior Subordinate Bonds at least 30 days before the proposed effective date thereof of such amendments and, on or before such effective date, such Bondholders Holders have the right to demand purchase of their Junior Subordinate Bonds pursuant to Section 2.4(A) hereofthe provisions of this Trust Agreement or if all Junior Subordinate Bonds affected thereby are in an auction mode and a successful auction is held following notice of such amendment; orand
(613) to make for any other changes purpose that does not materially and adversely affect the interests of the Holders of the Junior Subordinate Bonds. Any Supplemental Trust Agreement entered into pursuant to this Indenture that do Section shall be deemed not to materially adversely affect the rights interest of any Bondholder.
Holders to the extent that (Ci) The Trustee such Holders’ Junior Subordinate Bonds are secured by Credit Enhancement and (ii) the Authority may in their discretion, but relevant Credit Provider shall not be obligated to, enter into any have given its written consent to such Supplemental Indenture authorized by subsections (A) and (B) Trust Agreement as provided in Section 9.01(A); provided that such Credit Provider is not in default of this Section which materially adversely affects the Trustee’s or the Authority’s own rights, duties or immunities, respectively, its obligations under this Indenture or otherwisesuch Credit Enhancement.
(D) Anything herein to the contrary notwithstanding, a Supplemental Indenture under this Section shall not become effective unless and until the Borrower shall have consented thereto in writing.
Appears in 1 contract
Samples: Junior Subordinate Trust Agreement
Amendments Permitted. (Aa) Except as provided in subsection (B), this Indenture This Agreement and the rights and obligations of the Authority District and of the Holders Owners of the Bonds Certificates and of the Trustee may be modified or amended from time to time and at any time by an indenture or indentures supplemental hereto, amendment hereto which the Authority and the Trustee may enter into shall become binding when the written consent consents of the Holders Owners of a majority in aggregate principal amount of all Bonds the Certificates then Outstanding (orOutstanding, if such amendment only applies to a particular series exclusive of Bonds, the consent of the Holders of a majority in aggregate principal amount of all Bonds of such series then Outstanding or, in lieu thereof, of any Credit Provider Certificates disqualified as provided in Section 11.13 11.4 hereof) and an Approving Opinion , shall have been filed with the Trustee. Notice of proposed execution of any amendment shall be prepared by the District. No such modification or amendment shall shall:
(1) extend the fixed maturity stated maturities of any Bondthe Certificates, or reduce the amount of principal thereof, or change the rights of optional and mandatory tender or extend the time of payment, or change the method of computing the rate of interest thereon or create a privilege or priority of any Bond over any other Bondrepresented thereby, or extend the time of payment of interest thereoninterest, or reduce the amount of principal represented thereby, or reduce any premium payable on the prepayment thereof, without the prior consent of the Holder Owner of each Bond Certificate so affected, or ;
(2) reduce the aforesaid percentage of Bonds the Owners of Certificates whose consent of the Holders of which is required to effect for the execution of any such amendment or modification or amendment, or of this Agreement; or
(3) permit the creation of modify any lien on the Revenues and other assets pledged under this Indenture prior to or on a parity with the lien created by this Indenture, or (4) deprive the Holders of the Bonds rights or obligations of the lien created by this Indenture on such Revenues, Trustee or the First Mortgage Bonds and other assets (except as expressly provided in this Indenture), Corporation without the its prior written consent of the Holders of all of the Bonds then Outstanding and receipt by the Trustee of an Approving Opinion. It shall not be necessary for the consent of the Bondholders to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Authority and the Trustee of any Supplemental Indenture pursuant to this subsection (A), the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Indenture, to each Rating Agency then rating the Bonds, the Remarketing Agent and the Holders of the Bonds at the addresses shown on the registration books of the Trustee. Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Indenturethereto.
(Bb) This Indenture Agreement and the rights and obligations of the Authority, of Corporation and the Trustee District and of the Holders Owners of the Bonds Certificates may also be modified or amended from time to time and at any time by an indenture or indentures supplemental heretoamendment hereto which shall become binding upon adoption, which the Authority and the Trustee may enter into without the consent of the Owners of any BondholdersCertificates, but with the consent of the Credit Provider (if a Letter of Credit is in effect) and the Bank (but only to the extent provided in the applicable Bank Index Rate Agreement), and only to the extent permitted by law, including, without limitation, law and only for any one or more of the following purposes:
(1) to add to the covenants and agreements of the Authority Corporation or the District contained in this Indenture contained Agreement other covenants and agreements thereafter to be observed, to pledge or assign additional security for the Bonds, observed or to surrender any right or power herein reserved to or conferred upon the AuthorityCorporation or the District, and which shall not adversely affect the interests of the Owners of the Certificates;
(2) to make such provisions for the purpose of curing cure, correct or supplement any ambiguity, inconsistency ambiguous or omission, or of curing or correcting any defective provision, provision contained in this Indenture, Agreement or in regard to matters or questions arising under this IndentureAgreement, as the Authority, at Corporation or the direction of the Borrower, District may deem necessary or desirable and which shall not inconsistent with this Indenture, including amendments pursuant to Section 2.3(G)(3) hereofadversely affect the interests of the Owners of the Certificates;
(3) to modify, amend or supplement this Indenture in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, and to add make such other terms, conditions and provisions amendments or modifications as may be permitted by said act or similar federal statute;in the best interests of the Owners of the Certificates; and
(4) to conform make any amendments or supplements necessary or appropriate to preserve or protect the exclusion of interest with respect to the terms and provisions of any Letter of Credit or Alternate Letter of Credit or to obtain or maintain a rating on Certificates from gross income for federal income tax purposes under the Bonds;
(5) to modify, alter, amend or supplement this Indenture in any other respect, including amendments which would otherwise be described in Section 9.1(A) hereof and including, but not limited to, amendments to permit one or more series of the Bonds to be secured by a separate indenture and no longer be secured hereunder, if (i) the effective date of such Supplemental Indenture is a date on which all Bonds affected thereby are subject to mandatory tender for purchase pursuant to Section 4.6 or 4.8 or (ii) notice of the proposed Supplemental Indenture is mailed to Holders of the affected Bonds at least 30 days before the effective date thereof and, on or before such effective date, such Bondholders have the right to demand purchase of their Bonds pursuant to Section 2.4(A) hereof; or
(6) to make any other changes to this Indenture that do not materially adversely affect the rights of any Bondholder.
(C) The Trustee and the Authority may in their discretion, but shall not be obligated to, enter into any such Supplemental Indenture authorized by subsections (A) and (B) of this Section which materially adversely affects the Trustee’s Code or the Authority’s own rights, duties or immunities, respectively, under this Indenture or otherwise.
(D) Anything herein exemption of interest with respect to the contrary notwithstanding, a Supplemental Indenture under this Section shall not become effective unless and until the Borrower shall have consented thereto in writingCertificates from State personal income taxes.
Appears in 1 contract
Samples: Trust Agreement
Amendments Permitted. (Aa) Except as provided in subsection (B), this This Indenture and the rights and obligations of the Authority and of Community Facilities District, the Holders Owners of the Bonds and of the Trustee may be modified or amended from time to time and at any time by an indenture or indentures supplemental heretoa Supplemental Indenture, which the Authority Community Facilities District and the Trustee may enter into when with the written consent of the Holders Owners of a majority in aggregate principal amount of all Bonds then Outstanding (orOutstanding, if such amendment only applies to a particular series of Bonds, the consent of the Holders of a majority in aggregate principal amount of all Bonds of such series then Outstanding or, in lieu thereof, of any Credit Provider as provided in Section 11.13 hereof) and an Approving Opinion which shall have been filed with the Trustee. No such modification or amendment shall (1i) extend the fixed maturity of any BondBonds, or reduce the amount of principal thereofthereof or the rate of interest borne thereby, or change the rights of optional and mandatory tender or extend the time of payment, or change the method of computing the rate of interest thereon or create a privilege or priority of any Bond over any other Bond, or extend the time of payment of interest thereon, without the consent of the Holder Owner of each Bond so affected, or (2ii) reduce the aforesaid percentage of Bonds the consent of the Holders Owners of which is required to effect any such modification or amendment, or (3iii) permit the creation of any lien on the Net Special Tax Revenues and other assets pledged under this Indenture prior to or on a parity with the lien created by this Indenture, Indenture or (4) deprive the Holders Owners of the Bonds of the lien created by this Indenture on such Revenues, the First Mortgage Bonds Net Special Tax Revenues and other assets (except as expressly provided in this Indenture), without the consent of the Holders Owners of all of the Bonds then Outstanding and receipt by the Trustee of an Approving OpinionOutstanding. It shall not be necessary for the consent of the Bondholders Bond Owners to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Authority Community Facilities District and the Trustee of any Supplemental Indenture pursuant to this subsection (Aa), the Trustee shall mail a noticenotice (the form of which shall be furnished to the Trustee by the Community Facilities District), by first class mail postage prepaid, setting forth in general terms the substance of such Supplemental Indenture, to each Rating Agency then rating the Bonds, the Remarketing Agent and the Holders Owners of the Bonds at the respective addresses shown on the registration books of the TrusteeRegistration Books. Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Indenture.
(Bb) This Indenture and the rights and obligations of the AuthorityCommunity Facilities District, of the Trustee and of the Holders Owners of the Bonds may also be modified or amended from time to time and at any time by an indenture or indentures supplemental heretoa Supplemental Indenture, which the Authority Community Facilities District and the Trustee may enter into without the consent of any Bondholders, but with the consent of the Credit Provider (if a Letter of Credit is in effect) and the Bank (but only to the extent provided in the applicable Bank Index Rate Agreement), and only to the extent permitted by law, including, without limitation, Bond Owners for any one or more of the following purposes:
(1i) to add to the covenants and agreements of the Authority Community Facilities District in this Indenture contained other covenants and agreements thereafter to be observed, to pledge or assign additional security for the BondsBonds (or any portion thereof), or to surrender any right or power herein reserved to or conferred upon the AuthorityCommunity Facilities District;
(2ii) to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision, provision contained in this Indenture, or in regard to matters or questions arising under this Indenture, as the Authority, at the direction of the Borrower, may deem necessary or desirable and not inconsistent with this Indenture, including amendments pursuant to Section 2.3(G)(3) hereof;
(3iii) to provide for the issuance of one or more Series of Additional Bonds, and to provide the terms and conditions under which such Series of Additional Bonds may be issued, subject to and in accordance with the provisions of Article III;
(iv) to modify, amend or supplement this Indenture in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute;
(4) to conform to the terms and provisions of any Letter of Credit or Alternate Letter of Credit or to obtain or maintain a rating on the Bonds;
(5v) to modify, alter, amend or supplement this Indenture in any other respect, including amendments which would otherwise be described in Section 9.1(A) hereof and including, but not limited to, amendments such manner as to permit one or more series of cause interest on the Bonds to be secured excludable from gross income for purposes of federal income taxation by a separate indenture and no longer be secured hereunder, if (i) the effective date United States of such Supplemental Indenture is a date on which all Bonds affected thereby are subject to mandatory tender for purchase pursuant to Section 4.6 or 4.8 or (ii) notice of the proposed Supplemental Indenture is mailed to Holders of the affected Bonds at least 30 days before the effective date thereof America; and, on or before such effective date, such Bondholders have the right to demand purchase of their Bonds pursuant to Section 2.4(A) hereof; or
(6vi) to make in any other changes to this Indenture respect whatsoever as the Community Facilities District may deem necessary or desirable, provided that do such modification or amendment does not materially adversely affect the rights interests of any Bondholder.
(C) The Trustee the Bond Owners hereunder, in the opinion of Bond Counsel filed with the Community Facilities District and the Authority may in their discretion, but shall not be obligated to, enter into any such Supplemental Indenture authorized by subsections (A) and (B) of this Section which materially adversely affects the Trustee’s or the Authority’s own rights, duties or immunities, respectively, under this Indenture or otherwise.
(D) Anything herein to the contrary notwithstanding, a Supplemental Indenture under this Section shall not become effective unless and until the Borrower shall have consented thereto in writing.
Appears in 1 contract
Samples: Indenture
Amendments Permitted. (Aa) Except as provided in subsection (B), this This Indenture and the rights and obligations of the Authority and of County, the Holders Owners of the Bonds and of the Trustee may be modified or amended from time to time and at any time by an indenture or indentures supplemental heretoa Supplemental Indenture, which the Authority County and the Trustee may enter into when with the written consent of the Holders Owners of a majority in aggregate principal amount of all Bonds then Outstanding (orOutstanding, if such amendment only applies to a particular series of Bonds, the consent of the Holders of a majority in aggregate principal amount of all Bonds of such series then Outstanding or, in lieu thereof, of any Credit Provider as provided in Section 11.13 hereof) and an Approving Opinion which shall have been filed with the Trustee. No such modification or amendment shall (1i) extend the fixed maturity of any BondBonds, or reduce the amount of principal thereof, or change reduce the rights of optional and mandatory tender interest rate borne thereby, or extend the time of payment, or change the method of computing the rate of interest thereon or create a privilege or priority of any Bond over any other Bond, or extend the time of payment of interest thereon, without the consent of the Holder Owner of each Bond so affected, or (2ii) reduce the aforesaid percentage of Bonds the consent of the Holders Owners of which is required to effect any such modification or amendmentamendment without the consent of the Owners of all of the Bonds then Outstanding, or (3iii) permit the creation of any lien on the Revenues Reassessments and other assets pledged under this Indenture prior to or on a parity with the lien created by this Indenture, Indenture or (4) deprive the Holders Owners of the Bonds of the lien created by this Indenture on such Revenues, the First Mortgage Bonds Reassessments and other assets (except as expressly provided in this Indenture), without the consent of the Holders Owners of all of the Bonds then Outstanding and receipt by the Trustee of an Approving OpinionOutstanding. It shall not be necessary for the consent of the Bondholders Bond Owners to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Authority County and the Trustee of any Supplemental Indenture pursuant to this subsection (Aa), the Trustee shall mail a noticenotice (the form of which shall be furnished to the Trustee by the County), by first class mail postage prepaid, setting forth in general terms the substance of such Supplemental Indenture, to each Rating Agency then rating the Bonds, the Remarketing Agent and the Holders Owners of the Bonds at the respective addresses shown on the registration books of the TrusteeRegistration Books. Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Indenture.
(Bb) This Indenture and the rights and obligations of the AuthorityCounty, of the Trustee and of the Holders Owners of the Bonds may also be modified or amended from time to time and at any time by an indenture or indentures supplemental heretoa Supplemental Indenture, which the Authority County and the Trustee may enter into without the consent of any Bondholders, but with the consent of the Credit Provider (if a Letter of Credit is in effect) and the Bank (but only to the extent provided in the applicable Bank Index Rate Agreement), and only to the extent permitted by law, including, without limitation, Bond Owners for any one or more of the following purposes:
(1i) to add to the covenants and agreements of the Authority County in this Indenture contained other covenants and agreements thereafter to be observed, to pledge or assign additional security for the BondsBonds (or any portion thereof), or to surrender any right or power herein reserved to or conferred upon the AuthorityCounty;
(2ii) to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision, provision contained in this Indenture, or in regard to matters or questions arising under this Indenture, as the Authority, at the direction of the Borrower, may deem necessary or desirable and not inconsistent with this Indenture, including amendments pursuant to Section 2.3(G)(3) hereof;
(3iii) to modify, amend or supplement this Indenture in such manner as to permit the qualification hereof under the Trust Indenture Agreement Act of 1939, as amended, or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute;
(4) to conform to the terms and provisions of any Letter of Credit or Alternate Letter of Credit or to obtain or maintain a rating on the Bonds;
(5iv) to modify, alter, amend or supplement this Indenture in any other respect, including amendments which would otherwise be described in Section 9.1(A) hereof and including, but not limited to, amendments such manner as to permit one or more series of cause interest on the Bonds to be secured excludable from gross income for purposes of federal income taxation by a separate indenture and no longer be secured hereunder, if (i) the effective date United States of such Supplemental Indenture is a date on which all Bonds affected thereby are subject to mandatory tender for purchase pursuant to Section 4.6 or 4.8 or (ii) notice of the proposed Supplemental Indenture is mailed to Holders of the affected Bonds at least 30 days before the effective date thereof America; and, on or before such effective date, such Bondholders have the right to demand purchase of their Bonds pursuant to Section 2.4(A) hereof; or
(6v) to make in any other changes to this Indenture respect whatsoever as the County may deem necessary or desirable, provided that do such modification or amendment does not materially adversely affect the rights interests of any Bondholderthe Bond Owners hereunder, in the opinion of Bond Counsel filed with the County and the Trustee.
(Cc) The Trustee and the Authority may in their its discretion, but shall not be obligated to, enter into any such Supplemental Indenture authorized by subsections (Aa) and or (Bb) of this Section which materially adversely affects the Trustee’s or the Authority’s own rights, duties or immunities, respectively, immunities under this Indenture or otherwise.
(Dd) Anything herein to In executing or accepting the contrary notwithstandingadditional trusts created by, a any Supplemental Indenture under permitted by this Section Article or the modification thereby of the trusts created by this Indenture, the Trustee shall not become effective unless be entitled to receive, and until shall be fully protected in relying upon, any opinion of Bond Counsel stating that the Borrower shall have consented thereto in writingexecution of such Supplemental Indenture is authorized or permitted by this Indenture and complies with the terms thereof.
Appears in 1 contract
Samples: Indenture of Trust
Amendments Permitted. (A1) Except as provided in subsection (B), this Indenture This Trust Agreement and the rights and obligations of the Authority and of Authority, the Holders of the Bonds and of the Trustee may be modified or amended from time to time and at any time by an indenture or indentures supplemental heretoa Supplemental Trust Agreement, which the Authority and the Trustee may enter into when the written consent of the Holders of a majority in aggregate principal amount of all Bond Obligation of the Bonds then Outstanding (or, if such amendment Supplemental Trust Agreement is only applies applicable to a particular series Series of Bonds, such Series of Bonds) then Outstanding shall have been filed with the Trustee; provided that if such modification or amendment will, by its terms, not take effect so long as any Bonds of any particular maturity remain Outstanding, the consent of the Holders of a majority in aggregate principal amount of all such Bonds of shall not be required and such series then Bonds shall not be deemed to be Outstanding or, in lieu thereof, for the purpose of any Credit Provider as provided in Section 11.13 hereofcalculation of Bonds Outstanding under this Section.
(2) and an Approving Opinion shall have been filed with the Trustee. No such modification or amendment shall (1a) extend the fixed maturity of any Bond, or reduce the amount of principal thereof, or change the rights of optional and mandatory tender or extend the time of paymentpayment or reduce the amount of any Mandatory Sinking Account Payment provided for the payment of any Bond, or change the method of computing reduce the rate of interest thereon or create a privilege or priority of any Bond over any other Bondthereon, or extend the time of payment of interest thereon, or reduce any premium payable upon the redemption thereof, without the consent of the Holder of each Bond so affected, or (2b) reduce the aforesaid percentage of Bonds Bond Obligation the consent of the Holders of which is required to effect any such modification or amendment, or (3) permit the creation of any lien on the Pledged Revenues and other assets pledged under this Indenture Trust Agreement prior to or on a parity with the lien created by this IndentureTrust Agreement, or (4) deprive the Holders of the Bonds of the lien created by this Indenture Trust Agreement on such Revenues, the First Mortgage Bonds Pledged Revenues and other assets (in each case, except as expressly provided in this IndentureTrust Agreement), without the consent of the Holders of all of the Bonds then Outstanding and receipt by the Trustee of an Approving OpinionOutstanding. It shall not be necessary for the consent of the Bondholders to approve the particular form of any Supplemental IndentureTrust Agreement, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution and delivery by the Authority and the Trustee of any Supplemental Indenture Trust Agreement pursuant to this subsection (ASection 9.01(A), the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Indenture, Trust Agreement to each Rating Agency then rating the Bonds, the Remarketing Agent and the Holders of the Bonds at the addresses shown on the registration books of the Trustee. Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental IndentureTrust Agreement.
(B) This Indenture Trust Agreement and the rights and obligations of the Authority, of the Trustee and of the Holders of the Bonds may also be modified or amended from time to time and at any time by an indenture or indentures supplemental heretoa Supplemental Trust Agreement, which the Authority and the Trustee may enter into without the consent of any Bondholders, but with the consent of the Credit Provider (if a Letter of Credit is in effect) and the Bank (but only to the extent provided in that such modification or amendment is permitted by the applicable Bank Index Rate Agreement), Act and does not materially and adversely affect the interests of the Holders of the Bonds and only to the extent permitted by law, including, without limitation, for any one or more of the following purposes:
(1) to add to the covenants and agreements of the Authority in this Indenture Trust Agreement contained other covenants and agreements thereafter to be observed, to pledge or assign additional security for the BondsBonds (or any portion thereof), or to surrender any right or power herein reserved to or conferred upon the Authority;
(2) to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision, contained in this IndentureTrust Agreement, or in regard to matters or questions arising under this IndentureTrust Agreement, as the Authority, at the direction of the Borrower, Authority may deem necessary or desirable desirable, and which shall not inconsistent with this Indenture, including amendments pursuant to Section 2.3(G)(3) hereofmaterially and adversely affect the interests of the Holders of the Bonds;
(3) to modify, amend or supplement this Indenture Trust Agreement in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute, and which shall not materially and adversely affect the interests of the Holders of the Bonds;
(4) to conform provide for the issuance of an additional Series of Bonds pursuant to the provisions of Article III hereof;
(5) to make modifications or adjustments necessary, appropriate or desirable to provide for the issuance or incurrence, as applicable, of Capital Appreciation Bonds, Parity Obligations, Subordinate Obligations, Junior Subordinate Obligations or Variable Rate Indebtedness, with such interest rate, payment, maturity and other terms as the Authority may deem desirable; subject to the provisions of Section 3.02, Section 3.03 and Section 3.06;
(6) to make modifications or adjustments necessary, appropriate or desirable to provide for change from one interest rate mode to another in connection with any Series of Bonds;
(7) to make modifications or adjustments necessary, appropriate or desirable to accommodate Credit Enhancements, Liquidity Facilities and Reserve Facilities;
(8) to make modifications or adjustments necessary, appropriate or desirable to provide for the appointment of an auction agent, a broker-dealer, a remarketing agent, a tender agent and/or a paying agent in connection with any Series of Bonds;
(9) to modify the auction provisions applicable to any Series of Bonds in accordance with the terms and provisions set forth in the Supplemental Trust Agreement establishing the terms and provisions of any Letter such Series of Credit or Alternate Letter of Credit or to obtain or maintain a rating on the Bonds;
(510) to provide for any additional covenants or agreements necessary to maintain the tax-exempt status of, or any federal subsidy with respect to, interest on any Series of Bonds;
(11) to provide for the issuance of Bonds in book-entry form or bearer form and/or to modify or eliminate the book-entry registration system for any Series of Bonds;
(12) to modify, alter, amend or supplement this Indenture Trust Agreement in any other respect, including amendments which that would otherwise be described in Section 9.1(A) hereof and including, but not limited to, amendments to permit one or more series of the Bonds to be secured by a separate indenture and no longer be secured hereunder9.01(A), if (i) the effective date of such Supplemental Indenture amendments is a date on which all Bonds affected thereby are subject to mandatory tender for purchase pursuant to Section 4.6 the provisions of this Trust Agreement or 4.8 or (ii) if notice of the proposed Supplemental Indenture amendments is mailed given to Holders of the affected Bonds at least 30 days before the proposed effective date thereof of such amendments and, on or before such effective date, such Bondholders Holders have the right to demand purchase of their Bonds pursuant to Section 2.4(A) hereofthe provisions of this Trust Agreement or if all Bonds affected thereby are in an auction mode and a successful auction is held following notice of such amendment; orand
(613) to make for any other changes purpose that does not materially and adversely affect the interests of the Holders of the Bonds. Any Supplemental Trust Agreement entered into pursuant to this Indenture that do Section shall be deemed not to materially adversely affect the rights interest of any Bondholder.
Holders to the extent that (Ci) The Trustee such Holders’ Bonds are secured by Credit Enhancement and (ii) the Authority may in their discretion, but relevant Credit Provider shall not be obligated to, enter into any have given its written consent to such Supplemental Indenture authorized by subsections (A) and (B) Trust Agreement as provided in Section 9.01(A); provided that such Credit Provider is not in default of this Section which materially adversely affects the Trustee’s or the Authority’s own rights, duties or immunities, respectively, its obligations under this Indenture or otherwisesuch Credit Enhancement.
(D) Anything herein to the contrary notwithstanding, a Supplemental Indenture under this Section shall not become effective unless and until the Borrower shall have consented thereto in writing.
Appears in 1 contract
Samples: Trust Agreement
Amendments Permitted. (A) Except as provided in subsection (B), this Indenture and the rights and obligations of the Authority and of the Holders of the Bonds and of the Trustee may be modified or amended from time to time and at any time by an indenture or indentures supplemental hereto, which the Authority and the Trustee may enter into when the written consent of the Holders of a majority in aggregate principal amount of all Bonds then Outstanding (or, if such amendment only applies to a particular series of Bonds, the consent of the Holders of a majority in aggregate principal amount of all Bonds of such series then Outstanding or, in lieu thereof, of any Credit Provider as provided in Section 11.13 hereof) and an Approving Opinion shall have been filed with the Trustee. No such modification or amendment shall (1) extend the fixed maturity of any Bond, or reduce the amount of principal thereof, or change the rights of optional and mandatory tender or extend the time of payment, or change the method of computing the rate of interest thereon or create a privilege or priority of any Bond over any other Bond, or extend the time of payment of interest thereon, without the consent of the Holder of each Bond so affected, or (2) reduce the aforesaid percentage of Bonds the consent of the Holders of which is required to effect any such modification or amendment, or (3) permit the creation of any lien on the Revenues and other assets pledged under this Indenture prior to or on a parity with the lien created by this Indenture, or (4) deprive the Holders of the Bonds of the lien created by this Indenture on such Revenues, the First Mortgage Bonds and other assets (except as expressly provided in this Indenture), without the consent of the Holders of all of the Bonds then Outstanding and receipt by the Trustee of an Approving Opinion. It shall not be necessary for the consent of the Bondholders to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Authority and the Trustee of any Supplemental Indenture pursuant to this subsection (A), the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Indenture, to each Rating Agency then rating the Bonds, the Remarketing Agent and the Holders of the Bonds at the addresses shown on the registration books of the Trustee. Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Indenture.
(Ba) This Indenture Installment Purchase Agreement and the rights and obligations of the Authority, of the Agency, the 2018A Bond Owners and the Trustee and of the Holders of the Bonds hereunder may also be modified amended or amended from time to time and supplemented at any time by an indenture amendment hereof or indentures supplemental heretosupplement hereto which shall become binding when the written consents of the Owners of a majority in aggregate principal amount of the 2018A Bonds then Outstanding, which exclusive of 2018A Bonds disqualified as provided in Section 9.02 of the Indenture, are filed with the Trustee. No such amendment or supplement shall: (i) reduce the rate of interest on any 2018A Bond or extend the time of payment thereof or reduce the amount of principal or redemption premium, if any, of any 2018A Bond or extend the maturity thereof or otherwise alter or impair the obligation of the Authority to pay the interest and principal and redemption premium, if any, thereon at the time and place and at the rate and in the currency and from the funds provided therein without the prior written consent of the Owner of the 2018A Bond so affected; or (ii) modify any of the rights or obligations of the Trustee without its prior written consent thereto.
(b) This Installment Purchase Agreement and the rights and obligations of the Authority, the Agency, the 2018A Bond Owners and the Trustee hereunder may enter into also be amended or supplemented at any time by an amendment hereof or supplement hereto which shall become binding upon execution without the consent written consents of any BondholdersOwners, but with the consent of the Credit Provider (if a Letter of Credit is in effect) and the Bank (but only to the extent provided in the applicable Bank Index Rate Agreement), and only to the extent permitted by law, including, without limitation, for any one or more of the following purposes:
(1) to add to the agreements, conditions, covenants and agreements of terms contained herein required to be observed or performed by the Authority in this Indenture contained or the Agency other agreements, conditions, covenants and agreements terms thereafter to be observed, to pledge observed or assign additional security for performed by the BondsAuthority or the Agency, or to surrender any right or power reserved herein reserved to or conferred upon herein on the AuthorityAuthority or the Agency, and which in either case shall not adversely affect the interests of the Owners;
(2) to modify, amend or supplement this Installment Purchase Agreement in such a manner as to preserve the exemption of the 2018A Bonds from the registration requirements of the Securities Act of 1933 or any similar federal statute hereafter in effect or to permit the qualification of the Indenture under the Trust Indenture Act of 1939 or any similar federal statute hereinafter in effect;
(3) to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, ambiguity or of correcting, curing or correcting supplementing any defective provision, provision contained in this Indenture, herein or in regard to matters or questions arising under this Indenturehereunder which the Authority or the Agency may deem desirable or necessary, as and which shall not adversely affect the Authority, at the direction interests of the Borrower, may deem necessary or desirable and not inconsistent with this Indenture, including amendments pursuant to Section 2.3(G)(3) hereof;
(3) to modify, amend or supplement this Indenture in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute;Owners; and
(4) to the extent required to conform the procedures under this Installment Purchase Agreement to the terms and provisions procedures of the Depository, as such procedures may be in effect from time to time. The Agency shall give written notice of any Letter of Credit or Alternate Letter of Credit or amendment to obtain or maintain a rating on the Bonds;
(5) to modify, alter, amend or supplement this Indenture in any other respect, including amendments which would otherwise be described in Section 9.1(A) hereof Installment Purchase Agreement and including, but not limited to, amendments to permit one or more series the rights and obligations of the Bonds to be secured by a separate indenture and no longer be secured hereunder, if (i) the effective date of such Supplemental Indenture is a date on which all Bonds affected thereby are subject to mandatory tender for purchase pursuant to Section 4.6 or 4.8 or (ii) notice of the proposed Supplemental Indenture is mailed to Holders of the affected Bonds at least 30 days before the effective date thereof and, on or before such effective date, such Bondholders have the right to demand purchase of their Bonds pursuant to Section 2.4(A) hereof; or
(6) to make any other changes to this Indenture that do not materially adversely affect the rights of any Bondholder.
(C) The Trustee Authority and the Authority may in their discretionAgency and the Owners and the Trustee hereunder to Xxxxx’x, but shall S&P and Fitch not be obligated to, enter into any such Supplemental Indenture authorized by subsections less than fifteen (A15) and (B) of this Section which materially adversely affects the Trustee’s or the Authority’s own rights, duties or immunities, respectively, under this Indenture or otherwise.
(D) Anything herein days prior to the contrary notwithstanding, a Supplemental Indenture under this Section shall not become effective unless and until the Borrower shall have consented thereto in writingexecution thereof.
Appears in 1 contract
Samples: Installment Purchase Agreement
Amendments Permitted. (Aa) Except as provided in subsection (B), this This Indenture and the rights and obligations of the Authority and of the Holders Owners of the Bonds and of the Trustee may be modified or amended from time to time and at any time by an indenture or indentures supplemental heretothereto, which the Authority and the Trustee may enter into when the written consent of the Holders Office and the Owners of a majority in aggregate principal amount of all the Bonds then Outstanding (or, if such amendment only applies to a particular series of Bonds, the consent of the Holders of a majority in aggregate principal amount of all Bonds of such series then Outstanding or, in lieu thereof, of any Credit Provider as provided in Section 11.13 hereof) and an Approving Opinion shall have been filed with the Trustee; provided that if such modification or amendment will, by its terms, not take effect so long as any Bonds of any particular maturity remain Outstanding, the consent of the Owners of such Bonds shall not be required and such Bonds shall not be deemed to be Outstanding for the purpose of any calculation of Bonds Outstanding under this Section 9.01. No such modification or amendment shall (1) extend the fixed maturity of any Bond, or reduce the amount of principal thereof, or change the rights of optional and mandatory tender or extend the time of paymentpayment or reduce the amount of any Mandatory Sinking Account Payment provided in this Indenture for the payment of any Bond, or change the method of computing reduce the rate of interest thereon or create a privilege or priority of any Bond over any other Bondthereon, or extend the time of payment of interest thereon, or reduce any premium payable upon the redemption thereof, without the consent of the Holder Owner of each Bond so affected, or (2) reduce the aforesaid percentage of Bonds the consent of the Holders Owners of which is required to effect any such modification or amendment, or (3) permit the creation of any lien on the Revenues and other assets pledged under this Indenture prior to or on a parity with the lien created by this Indenture, or (4) deprive the Holders Owners of the Bonds of the lien created by this Indenture on such Revenues, the First Mortgage Bonds Revenues and other assets (except as expressly provided in this IndentureIndenture and the Loan Agreement), without the consent of the Holders Owners of all of the Bonds then Outstanding and receipt by the Trustee of an Approving OpinionOutstanding. It shall not be necessary for the consent of the Bondholders Owners to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Authority and the Trustee of any Supplemental Indenture pursuant to this subsection (Aa), the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Indenture, to each Rating Agency then rating the Bonds, the Remarketing Agent and the Holders of the Bonds Owners at the addresses shown on the bond registration books of maintained by the Trustee. Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Indenture.
(Bb) This Indenture and the rights and obligations of the Authority, of the Trustee and of the Holders Owners of the Bonds may also be modified or amended from time to time and at any time by an indenture or indentures supplemental hereto, which the Authority and the Trustee may enter into without the consent of any BondholdersOwners, but only with the consent of the Credit Provider (if a Letter of Credit is in effect) Corporation and the Bank (but only to Office if the extent provided in Trustee has been furnished an Opinion of Counsel, that the applicable Bank Index Rate Agreement), and only to provisions of such Supplemental Indenture shall not materially adversely affect the extent permitted by lawinterests of the Owners, including, without limitation, for any one or more of the following purposes:
(1i) to add to the covenants and agreements of the Authority in this Indenture contained other covenants and agreements thereafter to be observed, to pledge or assign additional security for the BondsBonds (or any portion thereof), or to surrender any right or power herein reserved to or conferred upon the Authority;
(2ii) to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision, contained in this Indenture, or in regard to matters or questions arising under this Indenture, as the Authority, at the direction of the Borrower, Authority may deem necessary or desirable and not inconsistent with this Indenture, including amendments pursuant to Section 2.3(G)(3) hereof;
(3iii) to make such additions, deletions or modifications as may be necessary to assure compliance with sections 145 or 148 of the Code, or otherwise to assure the exclusion from gross income under federal tax law of interest on the Bonds;
(iv) to modify, amend or supplement this Indenture in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute;; or
(4) to conform to the terms and provisions of any Letter of Credit or Alternate Letter of Credit or to obtain or maintain a rating on the Bonds;
(5v) to modify, alter, amend or supplement this Indenture the provisions relating to the giving of notices of redemption in any other respect, including amendments which would otherwise be described in Section 9.1(A) hereof such manner as to comply with Securities and including, but not limited to, amendments to permit one or more series of Exchange Commission guidelines on the Bonds to be secured by a separate indenture and no longer be secured hereunder, if (i) the effective date giving of such Supplemental Indenture is a date on which notices. The Trustee shall give notice of any such modification or amendment to the Owners of all Bonds affected thereby are subject then Outstanding at the addresses shown on the registration books maintained by the Trustee provided the Trustee shall incur no liability for failure to mandatory tender for purchase pursuant to Section 4.6 or 4.8 or (ii) notice of the proposed Supplemental Indenture is mailed to Holders of the affected Bonds at least 30 days before the effective date thereof and, on or before such effective date, such Bondholders have the right to demand purchase of their Bonds pursuant to Section 2.4(A) hereof; or
(6) to make any other changes to this Indenture that do not materially adversely affect the rights of any Bondholderso.
(Cc) The Trustee and the Authority may in their its discretion, but shall not be obligated to, enter into any such Supplemental Indenture authorized by subsections (Aa) and or (Bb) of this Section 9.01 which materially adversely affects the Trustee’s or the Authority’s own rights, duties or immunities, respectively, immunities under this Indenture or otherwise.
(Dd) Anything herein Prior to entering into any Supplemental Indenture, the Trustee may require the Authority to file with it an opinion of Bond Counsel to the contrary notwithstanding, a effect that the execution and delivery of such Supplemental Indenture under this Section shall by the Trustee and the Authority (i) is in compliance with the terms and conditions hereof and (ii) will not cause interest on any Bonds Outstanding to become effective unless and until the Borrower shall have consented thereto includable in writinggross income for federal income tax purposes.
Appears in 1 contract
Samples: Indenture
Amendments Permitted. (A1) Except as provided in subsection (B), this Indenture This Issuing and Paying Agent Agreement and the rights and obligations of the Authority and City, the Owners of the Holders of Notes and the Bonds Issuing and of the Trustee Paying Agent may be modified or amended from time to time and at any time by an indenture or indentures supplemental heretoa Supplement, which the Authority City and the Trustee Issuing and Paying Agent may enter into when with the written consent of each Bank and the Holders Owners of a majority in aggregate principal amount of all Bonds then Outstanding the Notes (or, if such amendment Supplement is only applies applicable to a particular series Series of BondsNotes, the consent such Series of the Holders of a majority in aggregate principal amount of all Bonds of such series Notes) then Outstanding or, in lieu thereof, of any Credit Provider as provided in Section 11.13 hereof) and an Approving Opinion which shall have been filed with the Trustee. Issuing and Paying Agent; provided that if such modification or amendment will, by its terms, not take effect so long as any Notes of any particular maturity remain Outstanding, the consent of the Owners of such Notes shall not be required and such Notes shall not be deemed to be Outstanding for the purpose of any calculation of Notes Outstanding under this Section.
(2) This Issuing and Paying Agreement and the rights and obligations of the City and of the Owners of the Notes and of the Issuing and Paying Agent may also be modified or amended at any time by a Supplement entered into by the City and the Issuing and Paying Agent which shall become binding when the written consents of each Bank and/or each provider of a Letter of Credit or an Alternate Facility shall have been filed with the Issuing and Paying Agent, provided that at such time the payment of all the principal of and interest on all Outstanding Notes shall be payable under a Letter of Credit or an Alternate Facility the provider of which shall be a financial institution or association having unsecured debt obligations rated, or insuring or securing other debt obligations rated on the basis of such insurance or letters of credit, in one of the three highest Rating Categories of each Rating Agency.
(3) No such modification or amendment shall (1A) extend the fixed maturity of any BondNote, or reduce the amount of principal thereof, or change the rights of optional and mandatory tender or extend the time of paymentpayment provided for any Note, or change the method of computing reduce the rate of interest thereon or create a privilege or priority of any Bond over any other Bondthereon, or extend the time of payment of interest thereon, without the consent of the Holder Owner of each Bond Note so affected, or (2B) reduce the aforesaid percentage of Bonds principal the consent of the Holders Owners of which is required to effect any such modification or amendment, or (3) permit the creation of any lien on the Surplus Revenues and other assets pledged under this Indenture Issuing and Paying Agreement prior to or on a parity with the lien created by this IndentureIssuing and Paying Agreement, or (4) deprive the Holders Owners of the Bonds Notes or the Banks of the lien created by this Indenture Issuing and Paying Agreement on such Revenues, the First Mortgage Bonds Surplus Revenues and other assets (in each case, except as expressly provided in this IndentureIssuing and Paying Agreement), without the consent of the Holders Owners of all of the Bonds Notes then Outstanding and receipt by the Trustee of an Approving OpinionBanks. It shall not be necessary for the consent of the Bondholders Noteholders to approve the particular form of any Supplemental IndentureSupplement, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Authority and the Trustee of any Supplemental Indenture pursuant to this subsection (A), the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Indenture, to each Rating Agency then rating the Bonds, the Remarketing Agent and the Holders of the Bonds at the addresses shown on the registration books of the Trustee. Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Indenture.
(Bb) This Indenture Issuing and Paying Agreement and the rights and obligations of the AuthorityCity, of the Trustee Issuing and Paying Agent and of the Holders Owners of the Bonds Notes may also be modified or amended from time to time and at any time by an indenture or indentures supplemental heretoa Supplement, which the Authority and the Trustee City may enter into adopt without the consent of any Bondholders, Noteholders but with the consent of the Credit Provider (if a Letter of Credit is in effect) and the Bank (but only to the extent provided in the applicable Bank Index Rate Agreement), and only to the extent permitted by law, including, without limitation, law and only for any one or more of the following purposes:
(1) to add to the covenants and agreements of the Authority City in this Indenture Issuing and Paying Agreement contained other covenants and agreements thereafter to be observed, to pledge or assign additional security for the BondsNotes or a Reimbursement Agreement (or any portion thereof), or to surrender any right or power herein reserved to or conferred upon the AuthorityCity;
(2) to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision, contained in this Indenture, or in regard to matters or questions arising under this Indenture, as the Authority, at the direction of the Borrower, may deem necessary or desirable Issuing and not inconsistent with this Indenture, including amendments pursuant to Section 2.3(G)(3) hereofPaying Agreement;
(3) to modify, amend or supplement this Indenture Issuing and Paying Agreement in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute, and which shall not materially and adversely affect the interests of the Owners of the Notes;
(4) to conform make modifications or adjustments necessary, appropriate or desirable to provide for the issuance of Parity Debt with such interest rate, payment, maturity and other terms as the City may deem desirable; subject to the terms and provisions of any Letter of Credit or Alternate Letter of Credit or to obtain or maintain a rating on the Bonds;Sections 3.03, 3.04, and 3.05.
(5) to modifyprovide for the issuance of Notes in book-entry form, alter, amend or supplement this Indenture in any other respect, including amendments which would otherwise be described in Section 9.1(A) hereof provided that no such provision shall materially and including, but not limited to, amendments to permit one or more series adversely affect the interests of the Bonds to be secured by a separate indenture and no longer be secured hereunder, if (i) the effective date of such Supplemental Indenture is a date on which all Bonds affected thereby are subject to mandatory tender for purchase pursuant to Section 4.6 or 4.8 or (ii) notice Owners of the proposed Supplemental Indenture is mailed to Holders of the affected Bonds at least 30 days before the effective date thereof and, on or before such effective date, such Bondholders have the right to demand purchase of their Bonds pursuant to Section 2.4(A) hereof; orNotes;
(6) to make modifications or adjustments necessary, appropriate or desirable to accommodate credit enhancements and liquidity facilities, including any other changes to this Indenture Alternate Facility, provided that do not no such provision shall materially and adversely affect the rights interests of any Bondholder.the Owners of the Notes;
(C7) The Trustee if the City agrees in a Supplement to maintain the exclusion of interest on a Series of Notes from gross income for purposes of federal income taxation, to make such provisions as are necessary or appropriate to ensure such exclusion;
(8) to provide for the issuance of an additional Series of Notes pursuant to provisions of Section 3.04 or Section 3.05; and
(9) for any other purpose that does not materially and adversely affect the Authority may in their discretion, but shall not be obligated to, enter into any such Supplemental Indenture authorized by subsections (A) and (B) interests of this Section which materially adversely affects the Trustee’s Owners of the Notes or the Authority’s own Banks, including, without limitation, to provide for changes requested by a Rating Agency in order to obtain or maintain a credit rating for any Series of Notes. Notwithstanding any other provision hereof, no modification or amendment hereto shall affect the rights, duties remedies or immunities, respectively, under this Indenture or otherwisesecurity of the Banks hereunder without the prior written consent of the Banks.
(D) Anything herein to the contrary notwithstanding, a Supplemental Indenture under this Section shall not become effective unless and until the Borrower shall have consented thereto in writing.
Appears in 1 contract
Samples: Issuing and Paying Agent Agreement
Amendments Permitted. (A) Except as provided in subsection (B), this Indenture This Trust Agreement and the rights and obligations of the Authority and Owners of the Holders Certificates, the Lease Agreement and the rights and obligations of the Bonds parties thereto, the Site and Facility Lease and the rights and obligations of the Trustee parties thereto and the Assignment Agreement and the rights and obligations of the parties thereto, may be modified or amended from time to time and at any time by an indenture or indentures a supplemental hereto, agreement which the Authority and the Trustee may enter into shall become effective when the written consent of the Holders Municipal Bond Insurer or, if the Municipal Bond Insurer is in breach of a majority its obligations under the Reserve Policy, the Owners of at least sixty percent (60%) in aggregate principal amount of all Bonds the Certificates then Outstanding (orOutstanding, if such amendment only applies to a particular series exclusive of Bonds, the consent of the Holders of a majority in aggregate principal amount of all Bonds of such series then Outstanding or, in lieu thereof, of any Credit Provider Certificates disqualified as provided in Section 11.13 10.03 hereof) and an Approving Opinion , shall have been filed with the Trustee. No such modification or amendment shall (1) extend or have the effect of extending the fixed maturity of any BondCertificate or reducing the interest rate with respect thereto or extending the time of payment of interest, or reduce reducing the amount of principal thereof, or change the rights of optional and mandatory tender or extend the time of payment, or change the method of computing the rate of interest thereon or create a privilege or priority of any Bond over any other Bond, or extend the time of payment of interest thereon, without the express consent of the Holder Owner of each such Certificate and the Municipal Bond so affected, Insurer; or (2) reduce or have the aforesaid effect of reducing the percentage of Bonds Certificates required for the affirmative vote or written consent to an amendment or modification of the Holders of which is required to effect any such modification or amendment, a Lease Agreement; or (3) permit the creation of modify any lien on the Revenues and other assets pledged under this Indenture prior to or on a parity with the lien created by this Indenture, or (4) deprive the Holders of the Bonds rights or obligations of the lien created by this Indenture on Trustee without its written assent thereto. Any such Revenues, the First Mortgage Bonds and other assets (except supplemental agreement shall become effective as expressly provided in this Indenture), without the consent of the Holders of all of the Bonds then Outstanding and receipt by the Trustee of an Approving OpinionSection 10.02 hereof. It shall not be necessary for the consent of the Bondholders to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Authority and the Trustee of any Supplemental Indenture pursuant to this subsection (A), the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Indenture, to each Rating Agency then rating the Bonds, the Remarketing Agent and the Holders of the Bonds at the addresses shown on the registration books of the Trustee. Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Indenture.
(B) This Indenture Trust Agreement and the rights and obligations of the Authority, Owners of the Trustee Certificates and the Lease Agreement and the rights and obligations of the Holders respective parties thereto, and the Assignment Agreement and the rights and obligations of the Bonds parties thereto, may also (upon prior written notice to the Municipal Bond Insurer) be modified or amended from time to time and at any time by an indenture or indentures a supplemental heretoagreement, which the Authority and the Trustee may enter into without the consent of any Bondholderssuch Owners, but with the consent of the Credit Provider (if a Letter of Credit is in effect) and the Bank (but only to the extent provided in the applicable Bank Index Rate Agreement), and only to the extent permitted by law, including, without limitation, for any one or more of the following purposes:
law and only (1) to add to the covenants and agreements of the Authority in this Indenture contained other covenants and agreements thereafter to be observed, to pledge or assign additional security for the Bonds, or to surrender any right or power herein reserved to or conferred upon the Authority;
Town; (2) to make such provisions for cure, correct or supplement any ambiguous or defective provision contained herein or therein and which shall not, in the purpose opinion of curing any ambiguitynationally recognized bond counsel, inconsistency or omission, or materially adversely affect the interests of curing or correcting any defective provision, contained in this Indenture, or the Owners of the Certificates; (3) in regard to matters or questions arising under this Indenturehereunder or thereunder, as the Authority, at the direction of the Borrower, parties hereto or thereto may deem necessary or desirable and not inconsistent with this Indenturewhich shall not, including amendments pursuant to Section 2.3(G)(3) hereof;
(3) to modifyin the opinion of nationally recognized bond counsel, amend or supplement this Indenture in such manner as to permit materially adversely affect the qualification hereof under interests of the Trust Indenture Act Owners of 1939, as amended, or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute;
the Certificates; (4) to conform add to the terms and provisions rights of any Letter of Credit the Trustee; or Alternate Letter of Credit or to obtain or maintain a rating on the Bonds;
(5) to modifymaintain the rating or ratings assigned to the Certificates. Any such supplemental agreement shall become effective upon execution and delivery by the parties hereto or thereto, alter, amend as the case may be. This Trust Agreement and the Lease Agreement may not be modified or supplement this Indenture in amended at any other respect, including amendments time by a supplemental agreement which would otherwise be described in Section 9.1(A) hereof and including, but not limited to, amendments to permit one or more series modify any of the Bonds to be secured by a separate indenture rights and no longer be secured hereunder, if (i) the effective date of such Supplemental Indenture is a date on which all Bonds affected thereby are subject to mandatory tender for purchase pursuant to Section 4.6 or 4.8 or (ii) notice obligations of the proposed Supplemental Indenture is mailed to Holders of the affected Bonds at least 30 days before the effective date thereof and, on or before such effective date, such Bondholders have the right to demand purchase of their Bonds pursuant to Section 2.4(A) hereof; or
(6) to make any other changes to this Indenture that do not materially adversely affect the rights of any Bondholder.
(C) Trustee without its written assent thereto. The Trustee may request an opinion of Independent Counsel that any amendment entered into hereunder complies with the provisions of this Article X and the Authority Trustee may in their discretion, but shall not be obligated to, enter into any rely conclusively on such Supplemental Indenture authorized by subsections (A) and (B) of this Section which materially adversely affects the Trustee’s or the Authority’s own rights, duties or immunities, respectively, under this Indenture or otherwiseopinion.
(D) Anything herein to the contrary notwithstanding, a Supplemental Indenture under this Section shall not become effective unless and until the Borrower shall have consented thereto in writing.
Appears in 1 contract
Samples: Trust Agreement
