Common use of Issue of Bonds Clause in Contracts

Issue of Bonds. (i) Notwithstanding any other provision of any Senior Finance Documents, UBF may have outstanding the high yield bonds which it issued on 17 April 2001 and the 2004 Bonds issued on 16 February 2004 (together, “Bonds”) provided that: (A) neither the Bonds nor the Bond Documents benefit from any Security Interest from or over all or any part of the assets of any member of the Group or from any guarantees other than a guarantee of the Bonds from Regentrealm subordinated as provided in the Intercreditor Deed; and (B) no amendment is made to the maturity date, the subordination provisions or any other material term of the Bond Documents without the consent of the Agent; (ii) UBF may not refinance any such Bonds other than by an issue of unsecured debt securities by UBF which are subordinated to or rank pari passu with existing Bonds and are not guaranteed or are guaranteed by Regentrealm provided that: (A) the terms of the new debt securities and Regentrealm guarantee for such debt securities are on substantially the same terms and terms no more favourable to the creditors of such Financial Indebtedness (including the terms set out in the Intercreditor Deed) than the terms of the Bonds and the guarantee in respect of the Bonds; (B) the net proceeds of the issue of such debt securities are used immediately to refinance the Bonds; (C) the annual cash coupon for the new debt securities and the remaining Bonds (if any) does not exceed the annual average cash coupon for the Bonds in issue on the 2004 Closing Date; and (D) the principal amount outstanding under the new debt securities and any remaining Bonds does not exceed the principal amount outstanding under the Bonds immediately prior to the issue of the new debt securities; (E) the parties to the Intercreditor Deed have entered into a supplemental deed to make such amendments as are required to ensure that the further debt securities to be issued and any related guarantee or loans between members of the Group are contractually subordinated to the same extent as the Bonds; and (F) the maturity date of the new debt securities falls on or after the maturity date of the Bonds.

Issue of Bonds. (i) Notwithstanding any other provision of any Senior Finance Documents, UBF UB Finance may have outstanding the high yield bonds which it issued on 17 April 2001 and the 2004 Bonds issued on 16 February 2004 (together, “Bonds”) provided that: (A) neither the Bonds nor the Bond Documents benefit from any Security Interest from or over all or any part of the assets of any member of the Group or from any guarantees other than a guarantee of the Bonds from Regentrealm subordinated as provided in the Intercreditor Deed; and (B) no amendment is made to the maturity date, the subordination provisions or any other material term of the Bond Documents without the consent of the Agent; (ii) UBF UB Finance may not refinance issue any such Bonds additional debt securities after the date of the Sixth Supplemental Agreement other than by an issue of unsecured debt securities by UBF UB Finance to refinance any existing Bonds which are subordinated to or rank pari passu with existing Bonds and are not guaranteed or are guaranteed by Regentrealm provided that: (A) the terms of the new debt securities and Regentrealm guarantee for such debt securities are on substantially the same terms and terms no more favourable to the creditors of such Financial Indebtedness (including the terms set out in the Intercreditor Deed) than the terms of the Bonds and the guarantee in respect of the Bonds; (B) the net proceeds of the issue of such new debt securities are used immediately to refinance the BondsBonds then in issuance; (C) the annual cash coupon for the new debt securities and the remaining Bonds then in issuance (if any) does not exceed the annual average cash coupon for the Bonds in issue on the 2004 Closing Date; and; (D) the principal amount outstanding under the new debt securities and any remaining Bonds does not exceed the principal amount outstanding under the Bonds immediately prior to the issue of the new debt securities; (E) the parties to the Intercreditor Deed have entered into a supplemental deed to make such amendments as are required to ensure that the further debt securities to be issued and any related guarantee or loans between members of the Group are contractually subordinated to the same extent as the Bonds; and; (F) the maturity date of the new debt securities falls on or after the maturity date of the existing Bonds; and (G) no Event of Default or Potential Event of Default will occur upon the issue thereof.

Issue of Bonds. (1) Bonds in the aggregate principal amount of U.S. $50 Million, in definitive form, are hereby created and may immediately be executed by the Corporation, certified by or on behalf of the Trustee and delivered by it to or upon the order of the Corporation. (2) No Bond shall be issued, unless and until the Corporation and the Bondholder to whom the Bond is to be issued have certified to the Trustee as follows: (i) Notwithstanding any other provision of any Senior Finance Documents, UBF may have outstanding the high yield bonds which it issued on 17 April 2001 and the 2004 Bonds issued on 16 February 2004 (together, “Bonds”) provided that: (A) neither the Bonds nor the Bond Documents benefit from any Security Interest from or over all or any part of the assets of any member of the Group or from any guarantees other than Bondholder is a guarantee of the Bonds from Regentrealm subordinated as provided in the Intercreditor DeedHedging Counterparty; and (Bii) no amendment is made upon issuance, the Bond will be pledged to the maturity dateBondholder pursuant to a Pledge Agreement to be held as security only for the obligations of the Corporation or its affiliates to the Bondholder pursuant to Eligible Hedging Indebtedness. (3) A Bond shall only be obligatory or entitle the Bondholder to any benefit if, and to the extent, that such Bond is pledged to secure Eligible Hedging Indebtedness. (4) Each of the Bondholders acknowledges that the indebtedness owed to a Hedging Counterparty is separate and unrelated to the indebtedness owed to any other Hedging Counterparty. In the event that the Security, to the extent it secures any indebtedness to a Hedging Counterparty or any Bond pledged to such Hedging Counterparty to secure such indebtedness (the "Affected Security"), is for any reason subordinated to any security for any other indebtedness (the "Other Security"), to which the Security, to the extent it secures Hedging Indebtedness to other Hedging Counterparties or the Bond pledged to such other Hedging Counterparties, (the "Unaffected Security") is not subordinated, then, notwithstanding subsection 2.1(4) or Section 4.2, the subordination provisions or any other material term priority of the Unaffected Security shall not be affected and the Unaffected Security shall maintain its priority over the Other Security, and the holders of the Unaffected Security shall be entitled to participate in a distribution as if the Affected Security had not been subordinated. (5) Except for the Bonds issued or to be issued to Bankers Trust Company, Macquarie Bank Limited and The Bank of Nova Scotia on or about the date hereof, no Bond Documents without shall be issued, or, if issued, shall be obligatory, unless the Trustee shall have received either (i) the consent of the Agentexisting Bondholders to such issuance expressed by way of Extraordinary Resolution; or (ii) each of the following: (i) an acknowledgment of the trustee under the Subordinated Indenture, substantially in the form of the acknowledgment received by the Trustee and Bankers Trust Company, Macquarie Bank Limited and The Bank of Nova Scotia on or about the date hereof; (ii) UBF may not refinance any such an opinion of Counsel that new Bonds other than by an issue of unsecured debt securities by UBF which are subordinated to or will rank pari passu equally and rateably with the existing Bonds and are will not guaranteed or are guaranteed by Regentrealm provided that: (A) prejudice the terms priority of the new debt securities and Regentrealm guarantee for such debt securities are on substantially the same terms and terms no more favourable to the creditors of such Financial Indebtedness (including the terms set out in the Intercreditor Deed) than the terms of the Bonds and the guarantee in respect of the Bonds; (B) the net proceeds of the issue of such debt securities are used immediately to refinance the Bonds; (C) the annual cash coupon for the new debt securities and the remaining Bonds (if any) does not exceed the annual average cash coupon for the Bonds in issue on the 2004 Closing Date; and (D) the principal amount outstanding under the new debt securities and any remaining Bonds does not exceed the principal amount outstanding under the Bonds immediately prior to the issue of the new debt securities; (E) the parties to the Intercreditor Deed have entered into a supplemental deed to make such amendments as are required to ensure that the further debt securities to be issued and any related guarantee or loans between members of the Group are contractually subordinated to the same extent as the existing Bonds; and (Fiii) a certificate of The Bank of Nova Scotia or an opinion of counsel providing evidence that the maturity date principal amount of the new debt securities falls on or Bonds outstanding after the maturity date issuance will not exceed U.S. $50 million less 150% of the BondsThe Bank of Nova Scotia cash collateral.

Issue of Bonds. Subject to the provisions of Section 2.01 hereof, the Issuer may issue one or more Series of Bonds hereunder and under Supplemental Indentures from time to time for the purpose of financing the Cost of acquisition or construction of the Project or to refund all or a portion of a Series of Bonds (i) Notwithstanding any other provision and to pay the costs of any Senior Finance Documentsthe issuance of such Bonds and to pay the amounts required to be deposited with respect to such Bonds in the Funds and Accounts established under the Indenture). In connection with the issuance of a Series of Bonds the Trustee shall, UBF may have outstanding at the high yield bonds which it issued on 17 April 2001 request of the Issuer, authenticate the Bonds and deliver or cause them to be authenticated and delivered, as specified in the 2004 Bonds issued on 16 February 2004 (togetherrequest, “Bonds”) provided thatbut only upon receipt of: (A1) neither the Bonds nor the Bond Documents benefit from any Security Interest from or over all or any part a Certified Resolution of the assets Issuer (a) approving a Supplemental Indenture under which the Series of any member of the Group or from any guarantees other than a guarantee of the Bonds from Regentrealm subordinated as provided in the Intercreditor Deedare to be issued; and (Bb) no amendment is made to the maturity date, the subordination provisions or any other material term of the Bond Documents without the consent of the Agent; (ii) UBF may not refinance any such Bonds other than by an issue of unsecured debt securities by UBF which are subordinated to or rank pari passu with existing Bonds and are not guaranteed or are guaranteed by Regentrealm provided that: (A) the terms of the new debt securities and Regentrealm guarantee for such debt securities are on substantially the same terms and terms no more favourable to the creditors of such Financial Indebtedness (including the terms set out in the Intercreditor Deed) than providing the terms of the Bonds and directing the guarantee payments to be made into the Funds and Accounts in respect thereof as provided in Article VI hereof; (c) authorizing the execution and delivery of the Series of Bonds to be issued; and (d) if the purpose is to effectuate a refunding, authorizing the redemption, if any, of the Bonds to be refunded and the defeasance thereof, and the execution and delivery of an escrow agreement, if applicable, and other matters contained in Section XIV hereof; (2) a written opinion or opinions of Counsel to the Issuer, which shall also be addressed to the Trustee to the effect that (a) all conditions prescribed herein as precedent to the issuance of the Bonds have been fulfilled; (b) the Bonds have been validly authorized and executed by the Issuer and when authenticated and delivered pursuant to the request of the Issuer will be valid obligations of the Issuer entitled to the benefit of the trust created hereby and will be enforceable in accordance with their terms except as enforcement thereof may be affected by bankruptcy, reorganization, insolvency, moratorium and other similar laws relating to creditors’ rights generally and subject to equitable principles, whether in a proceeding at law or in equity; (c) any consents of any Regulatory Bodies required in connection with the issuance of the Bonds or in connection with the acquisition of the improvements included in the Project have been obtained or can be reasonably expected to be obtained on or prior to the date such consents are required for the Project; (d) if the acquisition of any real property or interest therein is included in the purpose of such issue, (i) the Issuer has or can acquire good and marketable title thereto free from all liens and encumbrances except such as will not materially interfere with the proposed use thereof or (ii) the Issuer has or can acquire a valid, subsisting and enforceable leasehold, easement, right-of-way or other interest in real property sufficient to effectuate the purpose of the issue (which opinion may be stated in reliance on the opinion of other Counsel satisfactory to the signer or on a title insurance policy issued by a reputable title company); (e) the Issuer has good right and lawful authority under the Act to undertake the Project; (f) that the Special Assessment proceedings have been taken in accordance with Florida law and that the Issuer has taken all action necessary to levy and impose the Special Assessments; (g) that the Special Assessments are legal, valid, and binding liens upon the property against which the Special Assessments are made, coequal with the lien of all state, county, district and municipal ad valorem taxes and superior in priority to all other liens, titles and claims against said property then existing or thereafter created, until paid; (h) this Master Indenture and the applicable Supplemental Indenture has been duly and validly authorized, approved, and executed by the Issuer; (i) the issuance of the Series of Bonds has been duly authorized and approved by the Board; and (j) this Master Indenture and the applicable Supplemental Indenture (assuming due authorization, execution and delivery by the Trustee) constitutes a binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms except as enforcement thereof may be affected by bankruptcy, reorganization, insolvency, moratorium and other similar laws relating to creditors’ rights generally and subject to equitable principles, whether in a proceeding at law or in equity (clauses (c) (d) and (e) shall not apply in the case of the issuance of a refunding Series of Bonds). (3) a Consulting Engineer’s certificate addressed to the Issuer and the Trustee setting forth the estimated cost of the Project, and in the case of an acquisition by the Issuer of all or a portion of the Project that has been completed, stating, in the signer’s opinion, (a) that the portion of the Project improvements to be acquired from the proceeds of such Bonds have been completed in accordance with the plans and specifications therefor; (b) the Project improvements are constructed in a sound workmanlike manner and in accordance with industry standards; (c) the purchase price to be paid by the Issuer for the Project improvements is no more than the lesser of (i) the fair market value of such improvements and (ii) the actual Cost of construction of such improvements; and (d) the plans and specifications for the Project improvements have been approved by all Regulatory Bodies required to approve them (specifying such Regulatory Bodies) or such approval can reasonably be expected to be obtained; provided, however, that in lieu of the information required in clause (a), there may be delivered to the Trustee satisfactory evidence of the acceptance of operational and maintenance responsibility of each component of the Project by one or more governmental entities (the foregoing shall not be applicable in the case of the issuance of a refunding Series of Bonds). The Consulting Engineer’s certificate may incorporate its engineering report by reference to satisfy all or some of the above requirements; (4) a copy of the Supplemental Indenture for such Bonds, certified by the Secretary or Assistant Secretary of the Issuer as being a true and correct copy thereof; (5) the proceeds of the sale of such Bonds together with any required equity deposit by the Developer; (6) any Credit Facility authorized by the Issuer in respect to such Bonds; (7) one or more Certified Resolutions of the Issuer relating to the levy of Special Assessments in respect of the Project, and evidencing that the Issuer has undertaken and, to the extent then required under applicable law, completed all necessary proceedings, including, without limitation, the approval of assessment rolls, the holding of public hearings, the adoption of resolutions and the establishment of all necessary collection procedures, in order to levy and collect Special Assessments upon the District Lands in an amount sufficient to pay the Debt Service Requirement on the Bonds to be issued; (8) an executed opinion of Bond Counsel; (9) a written direction of the Issuer to the Trustee to authenticate and deliver such Bonds; (B10) a copy of a Final Judgment of validation and a Certificate of No Appeal with respect to the Bonds that are subject to validation or an opinion of Counsel to the Issuer that the Bonds are not subject to validation; (11) a collateral assignment from the Developer to the Issuer of the Project Documents; (12) in the case of the issuance of a refunding Series of Bonds, an Officer’s Certificate of the Issuer stating (a) the net Bonds to be refunded; (b) any other amounts available for such purpose; (c) that the proceeds of the issue plus the other amounts, if any, stated to be available for the purpose will be sufficient to refund the Bonds to be refunded in accordance with the refunding plan and in compliance with Article XIV of this Master Indenture, including, without limitation, to pay the Costs of issuance of such debt securities are used immediately Bonds, and (d) that notice of redemption, if applicable, of the Bonds to refinance the Bondsbe refunded has been duly given or that provision has been made therefor, as applicable; (C13) in the annual cash coupon case of the issuance of a refunding Series of Bonds, a written opinion of Bond Counsel to the effect that the issuance of such Bonds will not adversely affect the exclusion from gross income for federal income tax purposes of interest on any Bonds issued pursuant to the new debt securities and Indenture (to the remaining extent that upon original issuance thereof such Bonds (if any) does not exceed were issued as Bonds the annual average cash coupon interest on which is excludable from gross income for the Bonds in issue on the 2004 Closing Datefederal income tax purposes); and (D14) such other documents, certifications and opinions as shall be required by the principal amount outstanding under Supplemental Indenture, by the new debt securities and Participating Underwriter or the initial purchaser of a Series of Bonds or by the Issuer or the Trustee upon advice of counsel. At the option of the Issuer, any remaining Bonds does not exceed or all of the principal amount outstanding under matters required to be stated in the Certified Resolution described in (1) above may instead be stated in a Supplemental Indenture, duly approved by a Certified Resolution of the Issuer. Execution of a Series of the Bonds immediately prior by the Issuer shall be conclusive evidence of satisfaction of the conditions precedent set forth in this Article, as to the issue of the new debt securities; (E) the parties to the Intercreditor Deed have entered into a supplemental deed to make such amendments as are required to ensure that the further debt securities to be issued and any related guarantee or loans between members of the Group are contractually subordinated to the same extent as the Bonds; and (F) the maturity date of the new debt securities falls on or after the maturity date of the BondsIssuer.