Common use of Amendments Permitted Clause in Contracts

Amendments Permitted. This Indenture and the rights and obligations of the Owners of the Certificates and the Purchase Contract and the rights and obligations of the parties thereto and the Acquisition Agreement may be modified or amended at any time by 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 amendment relates only to one series, a majority in aggregate principal amount of the Certificates of such series then Outstanding), exclusive of Certificates disqualified as provided in Section 9.03 hereof, shall have been filed with the Trustee. Unless approved in writing by the 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 Outstanding Certificate or the rate of interest thereon, 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 Owners of which is required for any such supplemental agreement. (a) to cure any formal defect, omission, inconsistency or ambiguity in this Indenture; (b) to add to the covenants and agreements of the Board contained in this Indenture or of the Trustee contained in any document, other covenants or agreements thereafter to be observed, or to assign or pledge additional security for any of the Certificates, or to surrender any right or power reserved or conferred upon the Board or the Trustee, which in the judgment of the Trustee is not materially adverse to the Owners of the Certificates; (c) to confirm as further assurance, any ownership, pledge of or lien on the trust assets or any other moneys, securities or funds subject or to be subjected to this Indenture; (d) to comply with the requirements of the Trust Indenture Act of 1939, as from time to time amended, if applicable to this Indenture; (e) to modify, alter, amend or supplement this Indenture, the Purchase Contract or any supplemental indenture in any other respect 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 [▇▇▇▇▇’▇ and/or S&P]; (i) to provide for the appointment of a successor Trustee; and (j) to provide for additional procedures, 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 to Exhibit B to the Purchase Contract for the purposes described in Section 3.6 or Section 5.4(b) of the Purchase Contract may be made solely at the direction of the Board Representative.

Amendments Permitted. (a) This Indenture Trust Agreement and the rights and obligations of the Owners of the Certificates Owner and the Purchase Contract Agreement and the rights and obligations of the parties thereto and the Acquisition Agreement thereto, may be modified or amended at any time by a supplemental or amending agreement which shall become effective when the written consents consent of the Owners of a majority in aggregate principal amount of the Certificates then Outstanding (or, if the modification or amendment relates only to one series, a majority in aggregate principal amount of the Certificates of such series then Outstanding), exclusive of Certificates disqualified as provided in Section 9.03 hereof, Owner shall have been filed with the Trustee. Unless approved in writing by the Owners of all the Certificates affected thereby, nothing herein contained No such modification or amendment shall permit, or be construed as permitting, (i) a change in the times, amounts or currency of payment modify any of the principal ofrights or obligations of the Trustee without its written assent thereto. Any such supplemental or amending agreement shall become effective as provided in Section 8.2. (b) This Trust Agreement and the rights and obligations of the Owner, and the Purchase Agreement and the rights and obligations of the parties thereto, may be modified or premium if anyamended at any time by a supplemental or amending agreement, or interest on, any Outstanding Certificate, or a reduction in the principal amount or redemption price of any Outstanding Certificate or the rate of interest thereon, 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 without the consent of the Owners of which is required for any such supplemental agreement. Owner, but only (a) to cure any formal defect, omission, inconsistency or ambiguity in this Indenture; (b1) to add to the covenants and agreements of the Board contained in this Indenture or of the Trustee contained in any documentparty, other covenants or agreements thereafter to be observed, or to assign or pledge additional security for any of the Certificates, or to surrender any right or power herein reserved or conferred upon to the Board Trustee (for its own behalf) or the TrusteeCity, which in the judgment (2) to secure additional revenues or provide additional security or reserves for payment of the Trustee is not materially adverse to the Owners of the Certificates; Obligation, (c) to confirm as further assurance, any ownership, pledge of or lien on the trust assets or any other moneys, securities or funds subject or to be subjected to this Indenture; (d3) to comply with the requirements of any state or federal securities laws or the Trust Indenture Act of 1939, as from time to time amended, if applicable to this Indenture; required by law or regulation lawfully issued thereunder, (e) to modify, alter, amend or supplement this Indenture, the Purchase Contract or any supplemental indenture in any other respect 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 [▇▇▇▇▇’▇ and/or S&P]; (i4) to provide for the appointment of a successor Trustee; and trustee pursuant to the terms hereof, (j5) to provide for additional procedures, covenants or agreements necessary to maintain preserve the exclusion power of the City to continue to issue bonds or incur obligations the interest component payable on which is exempt from federal and State income taxes, (6) to cure, correct or supplement any ambiguous or defective provision contained herein or therein, (7) to facilitate the Certificates from incurrence of Additional Parity Obligations, or (8) in regard to questions arising hereunder or thereunder, as the federal gross income parties hereto or thereto may deem necessary or desirable and which shall not materially, adversely affect the interests of the Owners thereofOwner as evidenced by a Special Counsel’s Opinion delivered by the City to the Trustee. Any such supplemental or amending 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 The Trustee shall have received may rely upon a Favorable Special Counsel’s Opinion of Special Counsel as conclusive evidence that any such supplemental or amending agreement complies with respect to such amendment. Notwithstanding the foregoing, amendments to Exhibit B to the Purchase Contract for the purposes described in Section 3.6 or Section 5.4(b) of the Purchase Contract may be made solely at the direction of the Board Representativethis Section.

Amendments Permitted. (A) This Indenture and the rights and obligations of the Owners Authority and of the Certificates and the Purchase Contract and the rights and obligations Holders of the parties thereto Bonds and of the Acquisition Agreement Trustee may be modified or amended from time to time and at any time by a an indenture or indentures supplemental agreement hereto, which shall become effective the Authority and the Trustee may enter into when the written consents consent of the Owners Holders of not less than a majority in aggregate principal amount of all Bonds then Outstanding, and the Certificates then Outstanding (orBank, if the modification or amendment relates only to one series, a majority in aggregate principal amount of the Certificates of such series then Outstanding), exclusive of Certificates disqualified as provided in Section 9.03 hereofany, shall have been filed with the TrusteeTrustee and the Trustee has received an Approving Opinion. Unless approved in writing by No such modification or amendment shall (1) extend the Owners fixed maturity of all the Certificates affected thereby, nothing herein contained shall permitany Bond, or be construed as permitting, (i) a change in reduce the times, amounts or currency amount of payment of the principal ofthereof, or premium if anyextend the time of payment, or interest on, any Outstanding Certificate, or a reduction in change the principal amount or redemption price method of any Outstanding Certificate or computing the rate of interest thereon, or extend the time of payment of interest thereon, without the consent of the Holder of each Bond so affected, or (ii2) reduce the aforesaid percentage of Bonds the consent of the Holders of which is required to effect any such modification or amendment, or permit the creation of a claim or any lien upon, or a pledge of, on the trust estate ranking Trust Estate prior to or on a parity with the claim, lien or pledge created by this Indenture, or deprive the Holders of the Bonds of the lien created by this Indenture on such Trust Estate (iii) a reduction except as expressly provided in the aggregate principal amount of Certificates this Indenture), without the consent of the Owners Holders of which is required 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 provided by the Borrower, 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 validity of any such supplemental agreementSupplemental Indenture. (aB) 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 cure time and at any formal defecttime by entering into a Supplemental Indenture, omissionwhich the Authority and the Trustee may enter into without the consent of any Bondholders, inconsistency but with the written consent of the Bank, if 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 ambiguity in this Indenture;more of the following purposes: (b1) to add to the covenants and agreements of the Board contained Authority in this Indenture or of the Trustee contained in any document, and other covenants or and agreements thereafter to be observed, to pledge or to assign or pledge additional security for the Bonds (or any of the Certificatesportion thereof), or to surrender any right or power herein reserved to or conferred upon the Board or the Trustee, which in the judgment of the Trustee is not materially adverse to the Owners of the CertificatesAuthority; (c2) to confirm as further assurancemake such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing or correcting any ownershipdefective provision, pledge of or lien on the trust assets or any other moneys, securities or funds subject or to be subjected to contained in this Indenture, or in regard to matters or questions arising under this Indenture, as the Authority may deem necessary or desirable and not inconsistent with this Indenture, including amendments pursuant to Section 2.03(H) hereof; (d3) to comply with modify, amend or supplement this Indenture in such manner as to permit the requirements of 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, Alternate Letter of Credit or Alternate Credit Facility or to obtain 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 amendedbe amended or supplemented, if applicable with respect to this Indenture;the Bonds; or (e6) to modify, alter, amend or supplement this Indenture, Indenture or the Purchase Contract or any supplemental indenture Agreement in any other respect respect, including amendments which would otherwise be described in Section 9.01(A) hereof, if the judgment effective date of such supplemental indenture or agreement is a date on which all Bonds affected thereby are subject to mandatory tender for purchase pursuant to Section 4.06 hereof or if notice by first class mail, postage prepaid, of the Trustee proposed supplemental indenture or agreement is not materially adverse given to the Owners Holders of the Certificates; (f) affected Bonds at least 30 days before the effective date thereof and, on or before such effective date, such Bondholders have the right to provide for a new Securities Depository demand purchase of their Bonds pursuant to accept Certificates; (g) to modify or eliminate Section 2.04 hereof. Promptly after the Book-Entry System for any of the Certificates; (h) to secure or maintain ratings on the Certificates from [▇▇▇▇▇’▇ and/or S&P]; (i) to provide for the appointment of a successor Trustee; and (j) to provide for additional procedures, 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 Authority and the case may be. No amendment shall be effective unless Trustee of any Supplemental Indenture pursuant to this subsection (B), the Trustee shall have received mail a Favorable Opinion notice, setting forth in general terms the substance of Special Counsel with respect 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 amendment. Notwithstanding notice, or any defect therein, shall not, however, in any way impair or affect the foregoingvalidity of any such Supplemental Indenture. (C) The Trustee and the Authority may in their discretion, amendments to Exhibit B but shall not be obligated to, enter into any such Supplemental Indenture authorized by subsections (A) 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 Purchase Contract for contrary notwithstanding, a Supplemental Indenture under this Section shall not become effective unless and until the purposes described Borrower shall have consented thereto in Section 3.6 or Section 5.4(b) of the Purchase Contract may be made solely at the direction of the Board Representativewriting.

Amendments Permitted. (a) This Indenture Agreement and the rights and obligations of the Authority, the City, the Owners of the Certificates and the Purchase Contract and the rights and obligations of the parties thereto and the Acquisition Agreement Trustee may be modified or amended at any time time, by a supplemental agreement which an amendment hereto that shall become effective binding when the written consents of the Owners of a majority in aggregate principal amount of the Certificates then Outstanding (or, if the modification or amendment relates only to one series, a majority in aggregate principal amount of the Certificates of such series then Outstanding), exclusive of Certificates disqualified as provided in Section 9.03 hereof12.04 of the Trust Agreement, shall have been filed with the Trustee. Unless approved in writing by ; provided, however, that the Owners Insurer shall be deemed the Owner of all the Certificates affected thereby, nothing herein contained shall permitthen Outstanding entitled to consent to such modification or amendment pursuant to this Section. No such modification or amendment shall (1) extend the stated maturities of the Certificates, 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 Outstanding Certificate or reduce the rate of interest thereonrepresented thereby, or (ii) extend the creation time of a claim or lien uponpayment of interest, or a pledge ofreduce the amount of principal represented thereby, or reduce any premium payable on the prepayment thereof, without the consent of the Owner of each Certificate so affected, or (2) reduce the aforesaid percentage of Owners of Certificates whose consent is required for the execution of any amendment or modification of this Agreement, or (3) modify any of the rights or obligations of the Trustee or the Authority without its respective written consent thereto. (b) This Agreement and the rights and obligations of the Authority, the trust estate ranking prior to City and of the Owners of the Certificates may also be modified or on a parity with the claimamended at any time, lien or pledge created by this Indenturean amendment hereto that shall become binding upon adoption, or (iii) a reduction in the aggregate principal amount of Certificates without the consent of the Owners of which is required any Certificates, but only to the extent permitted by law and only for any such supplemental agreement.one or more of the following purposes- (a) to cure any formal defect, omission, inconsistency or ambiguity in this Indenture; (b1) to add to the covenants and agreements of the Board Authority or the City contained in this Indenture or of the Trustee contained in any document, Agreement other covenants or and agreements thereafter to be observed, or to assign or pledge additional security for any of the Certificates, observed or to surrender any right or power herein reserved to or conferred upon the Board Authority or the TrusteeCity, which in and that shall not adversely affect the judgment interests of the Trustee is not materially adverse to the Owners of the Certificates; (c2) to confirm as further assurancecure, correct or supplement any ownership, pledge of ambiguous or lien on the trust assets defective provision contained in this Agreement or any other moneys, securities or funds subject or in regard to be subjected to questions arising under this Indenture; (d) to comply with the requirements of the Trust Indenture Act of 1939Agreement, as from time to time amended, if applicable to this Indenture; (e) to modify, alter, amend the Authority or supplement this Indenture, the Purchase Contract City may deem necessary or any supplemental indenture in any other respect which in desirable and that shall not adversely affect the judgment interests 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 [▇▇▇▇▇’▇ and/or S&P]; (i) to provide for the appointment of a successor Trustee; and (j3) to provide for additional procedures, covenants make such other amendments or agreements necessary to maintain modifications as may be in the exclusion of the interest component payable on the Certificates from the federal gross income best interests of the Owners thereof. Any such supplemental agreement shall become effective upon execution and delivery by of the parties hereto or thereto as the case may be. Certificates. (c) No amendment shall be effective unless without consent of the Owners may modify any of the rights or obligations of the Trustee shall have received a Favorable Opinion of Special Counsel with respect to such amendment. Notwithstanding the foregoing, amendments to Exhibit B to the Purchase Contract for the purposes described in Section 3.6 or Section 5.4(b) of the Purchase Contract may be made solely at the direction of the Board Representativewithout its written consent thereto.

Amendments Permitted. This Indenture and the rights and obligations of the Owners of the Certificates and the Purchase Contract and the rights and obligations of the parties thereto and the Acquisition Agreement may be modified or amended at any time by 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 amendment relates only to one series, a majority in aggregate principal amount of the Certificates of such series then Outstanding), exclusive of Certificates disqualified as provided in Section 9.03 hereof, shall have been filed with the Trustee. Unless approved in writing by the 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, of or interest on, any Outstanding Certificate, or a reduction in the principal amount or redemption price of any Outstanding Certificate or the rate of interest thereon, 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 Owners of which is required for any such supplemental agreement. (a) to cure any formal defect, omission, inconsistency or ambiguity in this Indenture; (b) to add to the covenants and agreements of the Board contained in this Indenture or of the Trustee contained in any document, other covenants or agreements thereafter to be observed, or to assign or pledge additional security for any of the Certificates, or to surrender any right or power reserved or conferred upon the Board or the Trustee, which in the judgment of the Trustee is not materially adverse to the Owners of the Certificates; (c) to confirm as further assurance, any ownership, pledge of or lien on the trust assets or any other moneys, securities or funds subject or to be subjected to this Indenture; (d) to comply with the requirements of the Trust Indenture Act of 1939, as from time to time amended, if applicable to this Indenture; (e) to modify, alter, amend or supplement this Indenture, the Purchase Contract or any supplemental indenture in any other respect 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 [▇▇▇▇▇’▇ Investors Service and/or S&P]Standard & Poor’s Ratings Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc.; (i) to provide for the appointment of a successor Trustee; and (j) to provide for any additional procedures, 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 to Exhibit B to the Purchase Contract for the purposes described in Section 3.6 or Section 5.4(b) 3.5 of the Purchase Contract may be made solely at the direction of the Board Representative.

Amendments Permitted. This Indenture and the rights and obligations of the Owners of the Certificates and the Purchase Contract and the rights and obligations of the parties thereto and the Acquisition Agreement may be modified or amended at any time by 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 amendment relates only to one series, a majority in aggregate principal amount of the Certificates of such series then Outstanding), exclusive of Certificates disqualified as provided in Section 9.03 hereof, shall have been filed with the Trustee. Unless approved in writing by the 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, of or interest on, on any Outstanding Certificate, or a reduction in the principal amount or redemption price of any Outstanding Certificate or the rate of interest thereon, 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 Owners of which is required for any such supplemental agreement. (a) to cure any formal defect, omission, inconsistency or ambiguity in this Indenture; (b) to add to the covenants and agreements of the Board contained in this Indenture or of the Trustee contained in any document, other covenants or agreements thereafter to be observed, or to assign or pledge additional security for any of the Certificates, or to surrender any right or power reserved or conferred upon the Board or the Trustee, which in the judgment of the Trustee is not materially adverse to the Owners of the Certificates; (c) to confirm as further assurance, any ownership, pledge of or lien on the trust assets or any other moneys, securities or funds subject or to be subjected to this Indenture; (d) to comply with the requirements of the Trust Indenture Act of 1939, as from time to time amended, if applicable to this Indenture; (e) to modify, alter, amend or supplement this Indenture, the Purchase Contract or any supplemental indenture in any other respect 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 [▇▇▇▇▇’▇ and/or S&P]; (i) to provide for the appointment of a successor Trustee; and (j) to provide for any additional procedures, 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 to Exhibit B to the Purchase Contract for the purposes described in Section 3.6 or Section 5.4(b) of the Purchase Contract may be made solely at the direction of the Board Representative.