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<br />( <br /> <br />sixty-six and two-thirds percent (66-2{3'10) in aggregate principal amount of <br />outstanding Bonds and Notes, which instrument or instruments shall refer to the <br />proposed amending ordinance described in such notice and shall specifically <br />consent to and approve the execution thereof in substantially the form of the <br />copy thereof referred to in such notice as on file with the Fiscal Agent, <br />thereupon, but not otherwise, the Fiscal Agent shall execute such amending <br />ordinance in substantially such form, without liability or responsibility to any <br />Holder, whether or not such Holder shall have consented thereto. <br /> <br />Any such consent shall be binding upon the Holder of thé Bonds or <br />Notes giving such consent and, anything in Section 39(a) hereof to thé contrary <br />notwithstanding, upon any subsequent Holder of such Bonds or Notes and of any <br />Bond issued in exchange therefor (whether or not such subsequent Holder thereof <br />has notice thereof), unless such consent is revoked in writing by the Holder of <br />such Bonds or Notes giving such consent or by a subsequent Holder thereof by <br />filing with the Fiscal Agent, prior to the execution by the Fiscal Agent of such <br />amending ordinance, such revocation and, if such Bond or Bonds or Note or Notes <br />aré transferable by delivery, proof that such Bonds are held by the signer of <br />such revocation in the manner permitted by Section 39 (a). At any time after the <br />Holders of the required percentage of Bonds and NotéS shall have filed their <br />consents to the amending ordinance, the Fiscal Agent shall make and file with the <br />Issuer a written statement that the Holders of such required percentage of Bonds <br />and Notes have filed such consents. Such written statement shall be conclusive <br />that such consents have been so filed. <br /> <br />If the Holders of the required percentage in aggregate principal <br />amount of outstanding Bonds and Notes shall have consented to and approved the <br />execution thereof as hérein provided, no Holder of any Bond or Note shall have <br />any right to object to the execution of such amending ordinance, or to object to <br />any of the terms and provisions contained therein or the operation thereof, or <br />in any manner to question the propriety of the execution thereof, or to enjoin <br />or restrain the Fiscal Agent or the I'!suer from executing the same or from taking <br />any action pursuant to the provisions thereof. <br /> <br />(c) Authorization to Fiscal Aaent: Effect of Modification. The <br />Fiscal Agent is authorized to join with the Issuer in the execution of such <br />amending ordinance provided for in this Section and to make the further <br />agreements and stipulations which may be contained therein. Any amending <br />ordinance executed in accordance with the provisions of this Section shall <br />thereafter form a part of this Ordinance; all the terms and conditions contained <br />in any such amending ordinance as to any provision authorized to be contained <br />therein shall be deemed to be part of the terms and conditions of this Ordinance <br />for any and all purposés; this Ordinance shall be and is deemed to be modified <br />and aménded in accordance therewith; and the respective rights, duties and <br />obligations under this Ordinance of the Issuer, the Fiscal Agent and all Holders <br />of Bonds and Notes then outstanding shall therea.fter be determined, exercised and <br />enforced thereunder, subject in all respects to such modifications and <br />amendments. Express reference to such executed amending ordinance may be made <br />in the text of any Bonds and Notes issued thereafter, if deemed necessary or <br />desirable by the Fiscal Agent or the Issuer. A copy of any amending ordinance <br />provided for in this Section shall be mailed by the Issuér to the Holders of the <br />Bonds and Notes as shown on the Bond Register maintained on behalf of the Issuer. <br /> <br />(d) Opinion of Counsel. The Fiscal Agent shall be entitled to <br />receive, and shall be fully protected in relying upon, the opinion of any counsel <br />satisfactory to it, as conclusive evidence that any such proposed amending <br />ordinance complies with the prOvisions of this Ordinance, and that it is proper <br />for the Fiscal Agent, under the provisions of this Section, to join in the <br />execution of such amending ordinances. <br /> <br />-31- <br />