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<br />. <br /> <br />. <br /> <br />. <br /> <br />written consent of the Bank so long as the Initial Letter of <br />Credit is outstanding: (a) without the consent of Bondholders, <br />if the modification or amendment is for the purpose of adding <br />covenants and agreements further to secure Bond payment, to <br />prescribe further limitations and restrictions on Bond <br />issuance, to surrender rights or privileges of the Agency, to <br />make modifications not affecting any outstanding series of <br />Bonds only with the consent of the Fiscal Agent, for the <br />purpose of curing any ambiguities, defects or inconsistent <br />provisions in this Resolution or to insert such provisions <br />clarifying matters or questions arising under this Resolution <br />as are necessary and desirable to accomplish the same, provided <br />that the modifications or amendments do not adversely affect <br />the rights of the Owners of any outstanding Bonds; (b) for any <br />purpose with the consent of the Bank and the Bondholders <br />holding fifty percent (50%) in aggregate principal amount of <br />the outstanding Bonds, exclusive of Bonds, if any, owned by the <br />Agency or the City, and obtained as hereinafter set forth; <br />provided, however, that no modification or amendment shall, <br />without the express consent of the registered owner of the Bond <br />affected, reduce the principal amount of any Bond, reduce the <br />interest rate payable on it, extend its maturity or the times <br />for paying interest, change the monetary medium in which <br />principal and interest is payable, or create a mortgage pledge <br />or lien upon the revenues superior to or on a parity with the <br />pledge and lien created for the Bonds and any Parity Bonds or <br />reduce the percentage of consent required for amendment or <br />modification. <br /> <br />Any act done pursuant to a modification or amendment <br />consented to by the Bondholders and the Bank shall be binding <br />upon the Owners of all of the Bonds and the Bank and shall not <br />be deemed an infringement of any of the provisions of this <br />Resolution or of the Law, whatever the character of the act may <br />be, and may be done and performed as fully and freely as if <br />expressly permitted by the terms of this Resolution, and after <br />consent has been given, no Bondholder shall have any right or <br />interest to object to the action, to question its propriety or <br />to enjoin or restrain the Agency or its officers from taking <br />any action pursuant to a modification or amendment. <br /> <br />A. Calling Bondholders' Meeting. If the Agency <br />shall desire to obtain the Bondholders' consent, it shall duly <br />adopt a resolution calling a meeting of the Bondholders for the <br />purpose of considering the action for which consent is desired. <br /> <br />B. Notice of Meeting. Notice specifying the <br />purpose, place, date and hour of a Bondholders' meeting shall <br />be mailed postage prepaid, to the respective registered Owners <br />at their addresses appearing on the bond register as maintained <br />by the Fiscal Agent and to the Bank. The notice shall be <br />mailed not less than sixty (60) days nor more than ninety (90) <br />days prior to the date fixed for the meeting, and said notice <br />shall set forth the nature of the proposed action for which <br /> <br />12-02-85 <br />9563p/2281/01 <br /> <br />-32- <br />