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

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modification as prepared by the Issuer or the Company, and shall include a copy of the proposed amendment. The Trustee is not obligated to enter into an amendment that adversely affects its rights. Each amendment to a Security Document executed and delivered pursuant to the provisions of this Section 11.2 shall take effect when and the required Bondholder consents are received consistent with the provisions of Section 12.1 below. SECTION 11.3. Opinions of Counsel Required. Notwithstanding anything in this Article XI to the contrary, the Security Documents may not be amended unless the Issuer and the Trustee have first received the following opinion letters. In consenting to an amendment, change or modification to the Loan Documents permitted by this Article XI, the Issuer and the Trustee shall receive, and (subject, with respect to the Trustee, to Section 9.1) shall be fully protected in relying upon, (i) an opinion of Counsel (which may be Counsel to the Company or Bond Counsel) stating that(a)the execution of such consent, amendment, change or modification is authorized or permitted by this Indenture and the applicable Security Document, and(b)all conditions precedent to the execution and delivery of such consent, amendment, change or modification have been complied with(ii) and a Favorable Opinion of Bond Counsel that the delivery and performance of such amendment, change or modification shall not, in and of itself, adversely affect the federal income tax status of the Tax-Exempt Bonds. The Trustee is not obligated to enter into an amendment that adversely affects its rights. The Trustee and the Issuer may accept and rely upon such opinion of Counsel as conclusive evidence that any such consent, amendment, change or modification complies with the provisions of this Article. SECTION 11.4. Subordination Agreement. The Trustee, the Charter School, and the Company may execute and enter into any subordination agreement in connection with the incurrence of any permitted Indebtedness to explicitly establish the subordination of such permitted Indebtedness to the security for the Bonds issued under this Indenture. SECTION 11.5. Account Control Agreement. The Trustee, the Charter School, and the Company may execute and enter into any replacements or any amendments or supplements to the Account Control Agreement or enter into an intercreditor agreement which would be permitted with respect to the Security Documents, in connection with the incurrence of Short-Term Indebtedness. The Trustee shall be provided with an opinion of Counsel in connection with any such replacements, amendments or supplements to the Account Control Agreement, that any such replacement, amendment or supplement to the Account Control Agreement is authorized and permitted, and the execution thereof of an intercreditor agreement is authorized under the terms of the Security Documents and is enforceable against the Company and the Charter School. (The remainder of this page is intentionally left blank.) 75 735810810