Agenda - Council - 07/12/2022 - Laserfiche WebLink

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ARTICLE XII MISCELLANEOUS SECTION 12.1. Consents of Bondholders. Any consent, request, direction, approval, objection, or other instrument required by this Indenture to be signed and executed by one or more Bondholders may be in any number of concurrent writings or documents of similar tenor and may be signed or executed by such Bondholder(s) in person or by an agent appointed in writing. For the avoidance of doubt, proof of the execution of any such consent, request, direction, approval, objection, or other instrument or of the written appointment of any such agent or of the ownership of Bonds, if made in the following manner, shall be sufficient for any of the purposes of this Indenture, and shall be conclusive in favor of the Trustee with regard to any action taken by it under such request or other instrument, namely: (a) The fact and date of the execution by any person of any such writing may be proved by the certificate of any officer in any jurisdiction who by law has power to take acknowledgments within such jurisdiction that the person signing such writing acknowledged before him the execution thereof, or by an affidavit of any witness to such execution. (b) The fact of ownership of Bonds and the amount or amounts, numbers and other identification of such Bonds, and the date of holding the same shall be proved by the registration books of the Issuer maintained by the Trustee pursuant to Section 2.8 of this Indenture. For all purposes of this Indenture and of the proceedings for the enforcement hereof, such person shall be deemed to continue to be the Bondholder of such Bond until the Trustee shall have received notice in writing to the contrary. For purposes of consents, requests, directions, approvals, objections or other instruments required by this Indenture to be signed and executed by one or more Bondholders, Bonds owned by the Issuer, the Company or the Charter School or any affiliate thereof are not deemed "Outstanding "; provided, however, that for the purpose of determining whether the Trustee shall be protected in relying upon any such written consents, only Bonds that the Trustee actually knows to be so owned shall be so disregarded. A copy of such supplemental indenture (or brief summary thereof or reference thereto prepared by the Company) or such amendment to a Security Document, together with a request to Bondholders for their consent thereto prepared by the Company, shall be sent by the Company, or at the written direction of the Company, by the Trustee, to Bondholders, at the expense of the Company,by industry standard means selected by the Trustee for such communication which may include first-class mail postage prepaid, e-mail, DTC, posting on EMMA, provided that a failure to mail such request shall not affect the validity of the supplemental indenture when consented to as provided hereinafter. Such supplemental indenture or amendment to the Security Documents requiring the consent of Bondholders as provided in Section 10.2 or 11.2, as applicable, shall not be effective unless and until there shall have been filed with the Trustee (a) the written consents of Bondholders of the percentage of Bonds specified in Section 10.2 or 11.2, as applicable, and(b) the opinions of Counsel required in Articles X and XI, as applicable. Any such consent shall be binding upon the Bondholder giving such consent and upon any subsequent holder of such Bonds 76 735810810