CCSD BOA REVI ARD OF TR ISED AGEN RUSTEES NDA

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provisions for registration and transfer contained in the Resolution and in the Notes. So long as any of the Notes of a Series remain Outstanding, the District shall maintain and keep, at the office of the Registrar, books for the registration and transfer of Notes, and, upon presentation thereof for such purpose at the principal office of the Registrar, the District shall register or cause to be registered therein, and permit to be transferred thereon, under such reasonable regulations as it or the Registrar may prescribe, any Note, except that under no circumstances shall any Note be registered or transferred to bearer. So long as any of the Notes remain Outstanding, the District shall make all necessary provisions to permit the transfer of Notes at the principal office of the Registrar. Section 3.09 Transfer of Notes. Each Note shall be transferable only upon the books of the District, which shall be kept for such purpose at the principal office of the Registrar, upon presentation and surrender thereof by the Holder of such Note in person or by his attorney duly authorized in writing, together with a written instrument of transfer satisfactory to the Registrar duly executed by the registered Holder or his duly authorized attorney. Upon surrender for transfer of any such Note of a Series, the District shall execute and the Registrar shall authenticate and deliver, in the name of the Person who is the transferee, one or more new Notes of the same Series, aggregate principal amount and maturity and rate of interest as the surrendered Note. All action taken by the Registrar pursuant to this Section shall be deemed to be the action of the District. Section 3.10 Regulations with Respect to Exchanges and Transfers. All Notes surrendered in any exchanges or transfers shall forthwith be cancelled by the Registrar. For each such exchange or transfer of Notes, the District or the Registrar may make a charge sufficient to reimburse it or them for any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer, which sum or sums shall be paid by the Holder requesting such exchange or transfer as a condition precedent to the exercise of the privilege of making such exchange or transfer. The District shall not be obligated to issue, exchange or transfer any Note following the applicable Record Date. Section 3.11 Mutilated, Destroyed, Lost and Stolen Notes. (a) If any mutilated Note is surrendered to the Registrar or the Registrar or the District receives evidence to their satisfaction of the destruction, loss or theft of any Note, and there is delivered to the Registrar or the District such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice that such Note has been acquired by a bona fide purchaser, the District shall execute, and upon District Request, the Registrar shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like Series, tenor and principal amount, bearing a number unlike that of a Note of that Series contemporaneously Outstanding. The Registrar shall thereupon cancel any such mutilated Note so surrendered. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the District in its discretion may, instead of issuing a new Note, pay such Note. (b) Upon the issuance of any new Note under this Section 3.11, the District may require the payment of a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto and any other expenses, including counsel fees or other fees, of the District or the Registrar connected therewith. (c) Each new Note issued pursuant to this Section in lieu of any destroyed, lost or stolen Note shall constitute an additional contractual obligation of the District, whether or not the destroyed, lost or stolen Note shall at any time be enforceable by anyone, and shall be entitled to all the benefits hereof 15 2/22/16 Board Agenda Agenda Item 9.5B (A&F D-IX) Page 21 of 49
equally and proportionately with any and all other Notes of that Series duly issued pursuant to the Resolution. All Notes shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes and shall preclude (to the extent lawful) all other rights or remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes or securities. Section 3.12 Holder As Owner of Note. The District, the Registrar and any Paying Agent may treat the Holder of any Note as the absolute owner thereof, whether such Note shall be overdue or not, for the purpose of receiving payment of, or on account of, the Principal Installment of and interest on such Note and for all other purposes, and payment of the Principal Installment and interest shall be made only to, or upon the order of, such Holder. All payments to such Holder shall be valid and effectual to satisfy and discharge the liability upon such Note to the extent of the sum or sums so paid, and neither the District nor any Paying Agent shall be affected by any notice to the contrary. Section 3.13 Cancellation of Notes. The Registrar shall destroy all Notes surrendered to it for cancellation and shall deliver a certificate to that effect to the District. No such Notes shall be deemed Outstanding under the Resolution and no Notes shall be issued in lieu thereof. Section 3.14 Payments Due on Saturdays, Sundays and Holidays. In any case where a Note Payment Date shall be a Saturday, Sunday or a legal holiday or a day on which banking institutions are authorized by law to close, then payment of the interest on or Principal Installment of the applicable Series of Notes need not be made on such date but may be made on the next succeeding business day not a Saturday, Sunday or a legal holiday or a day upon which banking institutions are authorized by law to close, with the same force and effect as if made on the applicable Note Payment Date and no interest shall accrue for the period after such date. Section 3.15 Conditions Relating to Naming of Interest Rates. The Notes of a Series shall bear the single rate of interest as shall at the sale of the applicable Series of Notes reflect the lowest net interest cost (NIC) to the District at a price of not less than par, but any sum named by way of premium shall be paid in cash as a part of the purchase price. Net interest cost shall be determined by subtracting from the interest to be paid on that Series of Notes on the applicable Note Payment Date the premium, if any, offered for the purchase of the Notes. Section 3.16 Tax Exemption in South Carolina. Both the Principal Installments and interest on the Notes shall be exempt from all State, county, municipal, school district, and all other taxes or assessments of the State of South Carolina, direct or indirect, general or special, whether imposed for the purpose of general revenue or otherwise, except inheritance, estate, transfer or certain franchise taxes. Section 3.17 Authorization and Details of Installment Funding Bonds. Pursuant to the Constitution and laws of the State of South Carolina, there is hereby authorized to issue the Installment Funding Bonds in a principal amount of not exceeding $46,500,000 to obtain funds to retire the Series 2016A Notes and to pay the costs of issuing the Installment Funding Bonds. The 16 2/22/16 Board Agenda Agenda Item 9.5B (A&F D-IX) Page 22 of 49
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CCSD BOA REVI ARD OF TR ISED AGEN RUSTEES NDA

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