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<br />26 <br />NG-U9ZQVMF2/4912-7822-6452v4/200676-0008 <br />circumstances including, without limitation, upon the occurrence and continuance of an Event of <br />Default. <br />(c) Subsections (c) through (g), as set forth below, shall become effective only upon the <br />Parity Covenant Date: Bondowners’ Trustee. A notice to the City of an Event of Default under <br />subsection (a)(3) may alternatively be given by a Bondowners’ Trustee appointed as described in this <br />subsection. Upon occurrence of an Event of Default (notwithstanding the notice requirement under <br />subsection (a)(3), a Bondowners’ Trustee may be appointed by the Registered Owners of 25% in <br />principal amount of the Parity Bonds then outstanding, by an instrument or concurrent instruments <br />in writing signed and acknowledged by such Registered Owners of the Parity Bonds or by their <br />attorneys-in-fact, duly authorized and delivered to such Bondowners’ Trustee, and after notice of <br />such appointment has been delivered to the City. That appointment shall become effective <br />immediately upon acceptance thereof by the Bondowners’ Trustee. Any Bondowners’ Trustee must be <br />a bank or trust company organized under the laws of the State of Washington or the State of New <br />York or a national banking association. The bank or trust company acting as Bondowners’ Trustee <br />may be removed at any time, and a successor Bondowners’ Trustee may be appointed, by the <br />registered owners of a majority in principal amount of the Parity Bonds, by an instrument or <br />concurrent instruments in writing signed and acknowledged by such registered owners of the Bonds <br />or by their attorneys-in-fact duly authorized. The Bondowners’ Trustee may require such security <br />and indemnity as may be reasonable against the costs, expenses and liabilities that may be incurred <br />in the performance of its duties. If any Event of Default is, in the sole judgment of the Bondowners’ <br />Trustee, cured and the Bondowners’ Trustee furnishes to the City a certificate so stating, that Event <br />of Default shall be conclusively deemed to be cured and the City, the Bondowners’ Trustee and the <br />registered owners of the Parity Bonds shall be restored to the same rights and position which they <br />would have held if no Event of Default had occurred. The Bondowners’ Trustee appointed in the <br />manner herein provided, and each successor thereto, is declared to be a trustee for the Registered <br />Owners of all the Parity Bonds and is empowered to exercise all the rights and powers herein <br />conferred on the Bondowners’ Trustee. <br />(d) Suits at Law or in Equity. Upon the happening of an Event of Default and during the <br />continuation thereof, the Bondowners’ Trustee may (and, upon the written request of the registered <br />owners of not less than 25% in principal amount of the Parity Bonds outstanding, must) take such <br />steps and institute such suits, actions or other proceedings, all as it may deem appropriate for the <br />protection and enforcement of the rights of the registered owners of the Parity Bonds, to collect any <br />amounts due and owing to or from the City, or to obtain other appropriate relief, and may enforce <br />the specific performance of any covenant, agreement or condition contained in this ordinance or in <br />any of the Parity Bonds. Any action, suit or other proceedings instituted by the Bondowners’ <br />Trustee hereunder shall be brought in its name as trustee for the Bondowners and all such rights of <br />action upon or under any of the Parity Bonds or the provisions of this ordinance may be enforced by <br />the Bondowners’ Trustee without the possession of any of those Parity Bonds and without the <br />production of the same at any trial or proceedings relative thereto except where otherwise required <br />by law. Any such suit, action or proceeding instituted by the Bondowners’ Trustee shall be brought <br />for the ratable benefit of all of the registered owners of those Parity Bonds, subject to the provisions <br />of this ordinance. The respective registered owners of the Parity Bonds, by taking and holding the <br />same, shall be conclusively deemed irrevocably to appoint the Bondowners’ Trustee the true and <br />lawful trustee of the respective registered owners of those Parity Bonds, with authority to institute <br />any such action, suit or proceeding; to receive as trustee and deposit in trust any sums becoming <br />distributable on account of those Parity Bonds; to execute any paper or documents for the receipt of <br />money; and to do all acts with respect thereto that the registered owner himself or herself might have <br />done in person. Nothing herein shall be deemed to authorize or empower the Bondowners’ Trustee to