Agenda - Economic Development Authority - 05/24/2005

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ARTICLE ×II AMENDMENTS TO THE LEASE OR. OTHER COLLATERAL DOCUMENT Section 12.01 Amendments to the Lease or Ground Lease Not Requiring Consent of Bondholders. The Issuer and the Trustee may, without the consent of or notice to the Bondholders, consent to any amendment, change or modification of the Lease or other Collateral Document as may be required (i) by the provisions of the Collateral Document and this Indenture, (ii) in connection with the financing of any additions or expansions of the Project so long as such amendments do .not affect the obligation of the City to make Rental Payments, they become due and payable thereunder or otherwise materially adversely affect the rights of the existing Bondholders, (iii) for the purpose of curing any ambiguity or formal defect or omission, or (iv) in connection with any other change therein which, in the_good faith judgment o t' the Trustee, is not to the material prejudice of the Holders of the Bonds. Section 12.02 Amendments to Lease or Ground Lease Requiring Consent of Bondholders. Except for the amendments, changes or modifications as provided in Section I2.01, neither the Issuer nor the Trustee shall consent to any other amendment, change or modification of the Lease or any other Collateral Document without the written approval or censeat of the Holders of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding given and procured as in this section provided; provided., however, that no such ~mendment, change or modification shall ever affect the obligation of the City to make payments of Rental Payments as they become due and payable. If the Holders of not less than a majority in aggregate principal amount of the Bonds Outstanding hereunder at the time of the execution of any such amendment, change or modification shall have consented to and approved the execution thereof as herein provided, no Holder of any Bond shall have any right to object to m~y or' the terms and provisions contained therein, or in the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee, the Issuer ()r the City from executing the same or from taking any action pursuant to the provisions thereof. Section 12.03 No Amendment May Reduce Rental Payments. Under no' circumstances shall any amendment to the Lease reduce the Rental Payments thereunder without the consent of the Holders of alt tile Bonds Outstanding. Section 12.04 _~_~hts of Issuer and City. The Issuer has no duty or obligation to consent to any proposed amendment to the Lease and may, at the expense of the City request and receive an opinion of such counsel as the Issuer may select in connect/on with any matter relating to a proposed amendment to the Lease. Any consents requii'ed of the City hereund~.r ghall be of no' fixrther force and effect if the Lease is not in full force and effect. t7639~l.lvl 127