Agenda - Council - 08/13/2013 - Laserfiche WebLink

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ARTICLE XII AMENDMENT OF SECURITY AGREEMENTS Section 12.01 Amendments to Security Agreements Not Requiring Consent of Registered (Owners. The Issuer and the Trustee shall without the consent of or notice to the Registered Owners, consent to any amendment_ change or modification of the Security Agreements as may be required (a) by the provisions of the Security Agreements and this Indenture, (b) for the purpose of curing any ambiguity or formal defect or omission in the Security Agreements, (c) so as to more precisely identify the Project or the Schoolhouse or to substitute or add additional improvements, equipment or furnishings to the Schoolhouse or additional rights or interests in property acquired in accordance with the provisions of the Security Agreements, (d) to enter into an indenture or indentures supplemental hereto as provided in Section 11.01 hereof, or (e) in connection with any other change therein which is not to the material prejudice of the Trustee or the Registered Owners. Section 12.02 Amendments to Security Agreements Requiring Consent of Registered Owners. Except for the amendments, changes or modifications as provided in Section 12.01 hereof, neither the Issuer nor the Trustee shall consent to any other amendment, change or modification of the Security Agreements without mailing of notice and the written approval or consent of the Registered Owners of not less than 2/3 in aggregate principal amount of the Bonds at the time Outstanding, provided that the consent of the Registered Owners of all Outstanding Bonds is required for any amendment, change or modification of the Security Agreements that would permit the termination or cancellation of the Security Agreements or a reduction in or postponement of the payments under the Security Agreements or any change in the provisions relating to the payment thereunder. If at any time the Issuer and the Company shall request the consent of the Trustee to any such proposed amendment, change or modification of the Security Agreements pursuant to this Section, the Trustee shall, upon being satisfactorily indemnified with respect to expenses, cause notice of such proposed amendment, change or modification to be given in the same manner as provided by Section 11.02 hereof with respect to supplemental indentures. Such notice shall briefly set forth the nature of such proposed amendment, change or modification and shall state that copies of the instrument embodying the same are on file at the designated corporate trust office of the Trustee for inspection by all Registered Owners. An executed copy of any amendments to the Security Agreements shall be provided to the Majority Bondholder. Section 12.03 Opinion of Bond Counsel Required. Notwithstanding anything in this Article XII to the contrary, the Security Agreements may not be amended unless the Issuer and the Trustee have first received an opinion of Bond Counsel to the effect that the proposed amendment does not impair the tax-exempt status of the Series A Bonds. (The remainder of this page is intentionally lea blank.) 48 5600797v 1