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

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execution and delivery of such supplemental indenture. In this regard, the Trustee shall cause notice of the proposed execution of any such supplemental indenture together with a copy of the proposed supplemental indenture to be delivered via e-mail to the contact person on file with the Trustee or mailed by certified or registered mail to the Company at least fifteen(15)Business Days prior to the proposed date of execution and delivery of any such supplemental indenture. The Company shall be deemed to have consented to the execution and delivery of any such supplemental indenture if the Trustee does not receive a written letter of protest or objection thereto signed by or on behalf of the Company on or before fifteen (15) Business Days after the mailing of said notice to the address provided to the Trustee and listed in the Loan Agreement. Each supplemental indenture executed and delivered pursuant to the provisions of this Section 102 shall take effect when the required Bondholder consents are received consistent with the provisions of Section 12.1 below. SECTION 10.3. Opinion of Counsel Required. Notwithstanding anything in this Article X to the contrary, no supplemental indenture maybe entered into unless the Issuer and the Trustee have first received the following opinion letters. Subject to the provisions of Section 9.1, the Trustee in executing or accepting the additional trusts permitted by this Article or the modifications thereby of the trusts created by this Indenture may rely, and shall be fully protected in relying, on (i) an opinion of Counsel (including Counsel to the Company or Bond Counsel) stating that (a) the execution of such supplemental indenture is authorized or permitted by this Indenture and (b) all conditions precedent to the execution and delivery of such supplemental indenture have been complied with, and (ii) a Favorable Opinion of Bond Counsel that the execution and performance of such supplemental indenture shall not, in and of itself, adversely affect the federal income tax status of the Tax-Exempt Bonds. The Trustee may accept and rely upon such opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to the provisions of this Article complies with the requirements of this Article. The Trustee is not obligated to enter into an amendment that adversely affects its rights. SECTION 10.4. Effect of Supplemental Indentures.Upon the execution and delivery of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every holder of any Bond theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. (The remainder of this page is intentionally left blank.) 73 735810810