Common use of Transfer of Bonds Clause in Contracts

Transfer of Bonds. (a) Any Bond may, in accordance with the terms of this Indenture but in any event subject to the provisions of Section 2.05(b) hereof, be transferred upon the books of the Bondowner Representative, required to be kept pursuant to the provisions of Section 2.06, by the Person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation at the Principal Office of the Bondowner Representative, accompanied by a written instrument of transfer in a form acceptable to the Bondowner Representative, duly executed. Whenever any Bond shall be surrendered for transfer, the Issuer shall execute and the Bondowner Representative shall authenticate and deliver a new Bond to the transferee. (b) The following shall apply to all sales and transfers of the Bonds after the initial sale and delivery of the Bonds: (i) the Bonds, in the form attached hereto as Exhibit A, shall be physical certificated instruments, and shall not be held in a book-entry only system unless approved in advance in writing by the Issuer in its sole discretion; (ii) the Bonds shall only be transferred in Authorized Denominations, and only to (A) a Person that is an Approved Institutional Buyer or an Accredited Investor, or (B) an affiliate of the Bondowner Representative or a trust or custodial arrangement establish by the Bondowner Representative or one of its affiliates the owners of the beneficial interests in which are required to be Approved Institutional Buyers who execute an investor’s letter substantially in the form of Exhibit B hereto or otherw ise satisfy the requirements of Section 2.05(e) hereof; (iii) each transferee of the Bonds shall deliver to the Issuer an investor’s letter substantially in the form of Exhibit B hereto wherein the transferee agrees, among other matters, not to sell participating interests in the Bonds without the prior written consent of the Issuer except as permitted by Section 2.05(e) hereof; (iv) unless otherw ise approved by the Issuer in its discretion, there shall be no more than fifteen (15) different Bondowners at any one time; and (v) the Bondowner Representative shall not authenticate or register a Bond unless the conditions of this Section 2.05(b) have been satisfied. The Bondowner Representative shall not allow any transfer of the Note or the Loan, or any interest or interests therein, except in connection with a transfer of a like amount of the Bonds or an interest or interests in the Bonds. (c) The Bondowner Representative shall require the payment by the Bondholder requesting any such transfer of any tax, fee or other governmental charge required to be paid with respect to such transfer, but any such transfer shall otherw ise be made without charge to the Bondholder requesting the same. The cost of printing any Bonds and any services rendered or any out-of-pocket expenses incurred by the Bondowner Representative in connection therew ith shall be paid by the Borrow er. (d) The Bondowner Representative shall indemnify and defend the Issuer against any claim brought by any transferor or transferee of the Bonds in respect of the Bonds, this Indenture or any of the Loan Documents in the event that the Bondowner Representative permits a transfer of the Bonds, the Note, the Loan or any interest or interests in any of the foregoing in violation of the restrictions in Section 2.05(b) above. (e) Notwithstanding the foregoing provisions of this Section 2.05, an owner of the Bonds may, in its discretion (and without any requirement for the consent of the Issuer), sell participation interests in the Bonds that it owns, so long as (i) any such sale is only made to an affiliate of the Bondowner, to an Approved Institutional Buyer or to an Accredited Investor, and (ii) the document or documents relating to the sale contain a provision to the effect that the buyer understands that it has no rights whatsoever against the Issuer in respect of any such interest in any Bond, with the Issuer’s obligations hereunder and under the Bond being only to the registered owner of the applicable Bond. The owner of the Bond in which a participation is sold shall indemnify and hold harmless the Issuer from any claim or action whatsoever against the Issuer in any way related to the Bonds, this Indenture or the Loan Documents brought by any entity to which it sold an interest in the Bonds. In no case shall a purchaser of a participation interest in any Bond be deemed to be a Holder of the Bonds, or have any rights of a Holder of the Bonds or of the Bondowner Representative hereunder.

Transfer of Bonds. (a) Any Bond may, in accordance with the terms of this Indenture but in any event subject to the provisions of Section 2.05(b) hereof, be transferred upon the books of the Bondowner Representative, required to be kept pursuant to the provisions of Section 2.06, by the Person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation at the Principal Office of the Bondowner Representative, accompanied by a written instrument of transfer in a form acceptable to the Bondowner Representative, duly executed. Whenever any Bond shall be surrendered for transfer, the Issuer shall execute and the Bondowner Representative shall authenticate and deliver a new Bond to the transferee. (b) The following shall apply to all sales and transfers of the Bonds after the initial sale and delivery of the Bonds: (i) the Bonds, in the form attached hereto as Exhibit A, shall be physical certificated instruments, and shall not be held in a book-entry only system unless approved in advance in writing by the Issuer in its sole discretion; (ii) the Bonds shall may only be transferred in Authorized Denominationswhole, and only to (A) a Person that is an Approved Qualified Institutional Buyer or Buyer, to an Accredited Investor, or (B) to an affiliate of the Bondowner Representative or a trust or custodial arrangement establish by the Bondowner Representative or one of its affiliates the owners of the beneficial interests in which are required to be Approved Institutional Buyers who execute an investor’s letter substantially in the form of Exhibit B hereto or otherw ise satisfy the requirements of Section 2.05(e) hereofRepresentative; (iii) each transferee of the Bonds shall deliver to the Issuer an investor’s letter substantially in the form of Exhibit B hereto wherein the transferee agrees, among other matters, not to sell participating interests in the Bonds without the prior written consent of the Issuer except as permitted by Section 2.05(e) hereof; (iv) unless otherw ise approved by the Issuer in its discretion, there shall be no more than fifteen (15) different Bondowners at any one timebelow; and (viv) the Bondowner Representative shall not authenticate or register a Bond unless the conditions of this Section 2.05(b) have been satisfied. The Bondowner Representative shall not allow any transfer of the Note Notes or the Loan, or any interest or interests therein, except in connection with a transfer of a like amount of the Bonds or an interest or interests in the Bonds. (c) The Bondowner Representative shall require the payment by the Bondholder requesting any such transfer of any tax, fee or other governmental charge required to be paid with respect to such transfer, but any such transfer shall otherw ise otherwise be made without charge to the Bondholder requesting the same. The cost of printing any Bonds and any services rendered or any out-of-pocket expenses incurred by the Bondowner Representative in connection therew ith therewith shall be paid by the Borrow erBorrower. (d) The Bondowner Representative shall indemnify and defend the Issuer against any claim brought by any transferor or transferee of the Bonds in respect of the Bonds, this Indenture or any of the Loan Documents in the event that the Bondowner Representative permits a transfer of the Bonds, the NoteNotes, the Loan or any interest or interests in any of the foregoing in violation of the restrictions in Section 2.05(b) above. (e) Notwithstanding the foregoing provisions of this Section 2.05, an owner of the Bonds may, in its discretion (and without any requirement for the consent of the Issuer), sell participation interests in the Bonds that it owns, so long as (i) any such sale is only made to an affiliate of the Bondowner, to an Approved a Qualified Institutional Buyer or to an Accredited Investor, and (ii) the document or documents relating to the sale contain a provision to the effect that the buyer understands that it has no rights whatsoever against the Issuer in respect of any such interest in any Bond, with the Issuer’s obligations hereunder and under the Bond being only to the registered owner of the applicable Bond. The owner of the Bond in which a participation is sold shall indemnify and hold harmless the Issuer from any claim or action whatsoever against the Issuer in any way related to the Bonds, this Indenture or the Loan Documents brought by any entity to which it sold an interest in the Bonds. In no case shall a purchaser of a participation interest in any Bond be deemed to be a Holder of the Bonds, or have any rights of a Holder of the Bonds or of the Bondowner Representative hereunder.

Transfer of Bonds. (aA) Any Bond may, in accordance with the terms of this Indenture but in any event subject to the provisions of Section 2.05(b) hereofits terms, be transferred transferred, upon the books of the Bondowner Representative, required to be kept pursuant to the provisions of Section 2.06, 2.08 by the Person person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation at the Principal Office of the Bondowner Representativecancellation, accompanied by delivery of a duly written instrument of transfer in a form acceptable to approved by the Bondowner Representative, duly executedFiscal Agent. Whenever any Bond or Bonds shall be surrendered for transfer, the Issuer School District shall execute and the Bondowner Representative Fiscal Agent shall authenticate and deliver a new Bond to the transfereeor Bonds, for like aggregate principal amount. (bB) The cost for any services rendered or any expenses incurred by the Fiscal Agent in connection with any such transfer shall be paid by the School District from any lawfully available funds of the CFD, including but not limited to amounts in the Community Facilities Fund. The Fiscal Agent shall collect from the Owner requesting such transfer any tax or other governmental charge required to be paid with respect to such transfer. (C) The following shall apply to all sales and transfers of the 2014 Bonds after the initial sale and delivery of the 2014 Bonds, unless otherwise agreed by the School District in its sole and absolute discretion by written notice of an Authorized Officer to the Fiscal Agent: (i) the 2014 Bonds, in the form attached hereto as Exhibit A, shall be physical certificated instruments, and shall not be held in a book-entry only system unless approved in advance in writing by the Issuer in its sole discretionor registered through The Depository Trust Company; (ii) the 2014 Bonds shall only be transferred in Authorized Denominations, and only to (A) a Person an entity that is an Approved Institutional Buyer Buyer; (iii) the 2014 Bonds may only be transferred in denominations of $0.01 or an Accredited Investor, or any integral multiple in excess thereof; (Biv) an affiliate each transferee of the Bondowner Representative or a trust or custodial arrangement establish by 2014 Bonds shall deliver to the Bondowner Representative or one of its affiliates School District and the owners of the beneficial interests in which are required to be Approved Institutional Buyers who execute Fiscal Agent an investor’s letter substantially in the form of Exhibit B hereto or otherw ise satisfy the requirements of Section 2.05(e) hereof; (iii) each transferee of the Bonds shall deliver to the Issuer an investor’s letter substantially in the form of Exhibit B hereto wherein the transferee agrees, among other matters, not to sell participating interests in the Bonds without the prior written consent of the Issuer except as permitted by Section 2.05(e) hereof; (iv) unless otherw ise approved by the Issuer in its discretion, there shall be no more than fifteen (15) different Bondowners at any one timehereto; and (v) the Bondowner Representative shall not authenticate or register a Bond unless the conditions of this Section 2.05(b) have been satisfied. The Bondowner Representative shall not allow any transfer of the Note or the Loan, or any interest or interests therein, except in connection with a transfer of a like amount of the Bonds or an interest or interests in the Bonds. (c) The Bondowner Representative shall require the payment by the Bondholder requesting any such transfer of any tax, fee or other governmental charge required to be paid with respect to such transfer, but any such transfer shall otherw ise be made without charge to the Bondholder requesting the same. The cost of printing any Bonds and any services rendered or any out-of-pocket expenses incurred by the Bondowner Representative in connection therew ith shall be paid by the Borrow er. (d) The Bondowner Representative shall indemnify and defend the Issuer against any claim brought by any transferor or transferee of the Bonds in respect of the Bonds, this Indenture or any of the Loan Documents in the event that the Bondowner Representative permits a transfer of the Bonds, the Note, the Loan or any interest or interests in any of the foregoing in violation of the restrictions in Section 2.05(b) above. (e) Notwithstanding the foregoing provisions of this Section 2.05, an owner of the Bonds may, in its discretion (and without any requirement for the consent of the Issuer), sell participation interests in the Bonds that it owns, so long as (i) any such sale is only made to an affiliate of the Bondowner, to an Approved Institutional Buyer or to an Accredited Investor, and (ii) the document or documents relating to the sale contain a provision to the effect that the buyer understands that it has no rights whatsoever against the Issuer in respect of any such interest in any Bond, with the Issuer’s obligations hereunder and under the Bond being only to the registered owner of the applicable Bond. The owner of the Bond in which a participation is sold shall indemnify and hold harmless the Issuer from any claim or action whatsoever against the Issuer in any way related to the Bonds, this Indenture or the Loan Documents brought by any entity to which it sold an interest in the Bonds. In no case shall a purchaser of a participation interest in any Bond be deemed to be a Holder of the Bonds, or have any rights of a Holder of the Bonds or of the Bondowner Representative hereunder.

Transfer of Bonds. (a) Any Bond may, in accordance with the terms of this Indenture but in any event subject to the provisions of Section 2.05(b) hereof, be transferred upon the books of the Bondowner Representative, required to be kept pursuant to the provisions of Section 2.06, by the Person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation at the Principal Office of the Bondowner Representative, accompanied by a written instrument of transfer in a form acceptable to the Bondowner Representative, duly executed. Whenever any Bond shall be surrendered for transfer, the Issuer shall execute and the Bondowner Representative shall authenticate and deliver a new Bond to the transferee. (b) The following shall apply Notwithstanding any other provision hereof, Bonds which are rated lower than BBB- minus by a nationally-recognized municipal rating agency, or Bonds that are not rated, may not be registered in the name of, or transferred to, any person except an Approved Institutional Buyer that executes and delivers to all sales the Bondowner Representative and transfers of the Bonds after the initial sale and delivery of the Bonds: (i) the Bonds, Issuer an investor letter substantially in the form attached hereto as Exhibit AB; provided, however, that no investor letter is required to be executed by an Affiliate of the Initial Bond Purchaser or an Approved Institutional Buyer that is a trust or other custodial entity sponsored by the Initial Bond Purchaser or an Affiliate of the Initial Bond Purchaser. Nothing contained in this Section 2.05(b) shall be physical certificated instruments, and deemed to limit or otherwise restrict the sale by any holder of any participation interests in any Bond; provided that (i) such holder shall not be held in a book-entry only system unless approved in advance in writing by remain the Issuer in its sole discretion; holder of record of such Bond following the sale of any such participation interest; (ii) the Bonds shall only be transferred in Authorized Denominations, and only to (A) a Person that purchaser of the participation interest is an Approved Institutional Buyer or an Accredited Investor, or (B) an affiliate of the Bondowner Representative or a trust or custodial arrangement establish by the Bondowner Representative or one of its affiliates the owners of the beneficial interests in which are required event such holder shall remain holder for all purposes of this Indenture); (iii) any such participation shall be in a principal amount of at least $250,000; and (iv) the purchaser of such participation interest shall provide an investor letter to be Approved Institutional Buyers who execute an investor’s letter the Issuer substantially in the form of Exhibit B hereto or otherw ise satisfy the requirements of Section 2.05(e) hereof;hereto. (iiic) each transferee of the Bonds shall deliver to the Issuer an investor’s letter substantially may only be transferred in the form of Exhibit B hereto wherein the transferee agrees, among other matters, not to sell participating interests in the Bonds without the prior written consent of the Issuer except as permitted by Section 2.05(e) hereof;Authorized Denominations. (ivd) unless otherw ise approved by the Issuer in its discretion, there shall be no more than fifteen (15) different Bondowners at any one time; and (v) the Bondowner Representative shall not authenticate or register a Bond unless the conditions of this Section 2.05(b) have been satisfied. The Bondowner Representative shall not allow any transfer of the Note or the Loan, or any interest or interests therein, except in connection with a transfer of a like amount of the Bonds or an interest or interests in the Bonds. (ce) The Bondowner Representative shall require the payment by the Bondholder requesting any such transfer of any tax, fee or other governmental charge required to be paid with respect to such transfer, but any such transfer shall otherw ise otherwise be made without charge to the Bondholder requesting the same. The cost of printing any Bonds and any services rendered or any out-of-pocket expenses incurred by the Bondowner Representative in connection therew ith therewith shall be paid by the Borrow erBorrower. (df) The Bondowner Representative shall indemnify and defend the Issuer against any claim brought by any transferor or transferee of the Bonds in respect of the Bonds, this Indenture or any of the Loan Documents in the event that the Bondowner Representative permits a transfer of the Bonds, the Note, the Loan or any interest or interests in any of the foregoing in violation of the restrictions in Section 2.05(b) above. (eg) Notwithstanding the foregoing provisions of this Section 2.05, an owner of the Bonds may, in its discretion (and without any requirement for the consent of the Issuer), sell participation interests in the Bonds that it owns, so long as (i) any such sale is only made to an affiliate of the Bondowner, to an Approved Institutional Buyer or to an Accredited Investor, and (ii) the document or documents relating to the sale contain a provision to the effect that the buyer understands that it has no rights whatsoever against the Issuer in respect of any such interest in any Bond, with the Issuer’s obligations hereunder and under the Bond being only to the registered owner of the applicable Bond. The owner of the Bond in which a participation is sold shall indemnify and hold harmless the Issuer from any claim or action whatsoever against the Issuer in any way related to the Bonds, this Indenture or the Loan Documents brought by any entity to which it sold an interest in the Bonds. In no case shall a purchaser of a participation interest in any Bond be deemed to be a Holder of the Bonds, or have any rights of a Holder holder of the Bonds or of the Bondowner Representative hereunder. (h) Any purported transfer of Bonds not in compliance with the requirements of this Section 2.05 shall be void.

Transfer of Bonds. (a) Any Bond may, in accordance with the terms of this Indenture but in any event subject to the provisions of Section 2.05(b) hereof, be transferred upon the books of the Bondowner Representative, required to be kept pursuant to the provisions of Section 2.06, by the Person person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation at the Principal Office of the Bondowner Representative, accompanied by a written instrument of transfer in a form acceptable to the Bondowner Representative, duly executed. Whenever any Bond shall be surrendered for transfer, the Issuer shall execute and the Bondowner Representative shall authenticate and deliver a new Bond to the transfereeBond. (b) The following shall apply to all sales and transfers of the Bonds after the initial sale and delivery of the Bonds: (i) the Bonds, in the form attached hereto as Exhibit A, shall be physical certificated instruments, and shall not be held in a book-entry only system unless approved in advance in writing by (A) all of the then Bondowners, in their discretion, (B) the Issuer in its sole discretion, and (C) the Bondowner Representative in its discretion; (ii) the Bonds shall only be transferred in Authorized Denominations, and only to (A) a Person an entity that is an Approved Institutional Buyer or an Accredited InvestorBuyer, or (B) an affiliate of the Bondowner Representative or a trust or custodial arrangement establish established by the Bondowner Representative or one of its affiliates affiliates, the owners of the beneficial interests in which are required to be Approved Institutional Buyers or other permitted transferees of the Bonds under this Section 2.05(b)(ii) who execute an investor’s letter substantially in the form of Exhibit B hereto or otherw ise otherwise satisfy the requirements of Section 2.05(e) hereofbelow; (iii) each transferee of the Bonds shall deliver to the Issuer an investor’s letter substantially in the form of Exhibit B hereto wherein the transferee agrees, among other matters, not to sell participating interests in the Bonds without the prior written consent of the Issuer Issuer, except as permitted by Section 2.05(e) hereof; (iv) unless otherw ise otherwise approved by the Issuer in its discretion, there shall be no more than fifteen five (155) different Bondowners at any one time; and (v) the Bondowner Representative shall not authenticate or register a Bond unless the conditions of this Section 2.05(b) have been satisfied. The Except as provided in Section 4.04, the Bondowner Representative shall not allow any transfer of the Note or the Loan, or any interest or interests therein, except in connection with a transfer of a like amount of the Bonds or an interest or interests in the Bonds. (c) The Bondowner Representative shall require the payment by the Bondholder requesting any such transfer of any tax, fee or other governmental charge required to be paid with respect to such transfer, but any such transfer shall otherw ise otherwise be made without charge to the Bondholder requesting the same. The cost of printing any Bonds and any services rendered or any out-of-pocket expenses incurred by the Bondowner Representative in connection therew ith therewith shall be paid by the Borrow erBorrower. (d) The Bondowner Representative shall indemnify and defend the Issuer against any claim brought by any transferor or transferee of the Bonds in respect of the Bonds, this Indenture or any of the Loan Documents in the event that the Bondowner Representative permits a transfer of the Bonds, the Note, the Loan or any interest or interests in any of the foregoing Bonds in violation of the restrictions in Section Sections 2.05(b) above. (e) Notwithstanding the foregoing provisions of this Section 2.05, an owner of the Bonds may, in its discretion (and without any requirement for the consent of the Issuer)discretion, sell participation interests in the Bonds that it owns, so long as (i) any such sale is only made to an affiliate of the Bondowner, to an Approved Institutional Buyer or to an Accredited Investor, and (ii) the document or documents relating another person to the sale contain a provision to the effect that the buyer understands that it has no rights whatsoever against the Issuer in respect of any such interest in any Bond, with the Issuer’s obligations hereunder and under the Bond being only to the registered owner of the applicable Bond. The owner of the Bond in which a participation is sold shall indemnify and hold harmless the Issuer from any claim or action whatsoever against the Issuer in any way related to the Bonds, this Indenture or the Loan Documents brought by any entity to which it sold an interest in the Bonds. In no case shall a purchaser of a participation interest in any Bond be deemed to be a Holder of the Bonds, or have any rights of a Holder of whom the Bonds or of the Bondowner Representative hereunder.may be sold directly pursuant to Section 2.05(b)(ii) above, and