AgdaPkt 2015-04-13 Closed and Joint SA and PFA REVISED 04_10_2015

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8.A. - Page 32 Exchange of Bonds. Any Bond may be exchanged at the principal corporate trust office of the Trustee for a like aggregate principal amount of Bonds of other authorized denominations and of like maturity. Exchange of any Bond shall not be permitted during the period established by the Trustee for selection of Bonds for redemption or if such Bond has been selected for redemption. The Trustee shall require the Bond Owner requesting such exchange to pay any tax or other governmental charge required to be paid with respect to such exchange. Terms of Redemption Optional Redemption. The Bonds maturing on or prior to February 1, 2025, are non- callable. The Bonds maturing on and after February 1, 2026, are subject to redemption, at the option of the City, on any date on or after February 1, 2025, as a whole or in part, by such maturities as shall be determined by the City, and by lot within a maturity, from prepayments of the 2015 Installment Payments made at the option of the City pursuant to the 2015 Installment Purchase Contract, from any available source of funds, at a redemption price equal to the principal amount of the Bonds to be redeemed, together with accrued interest thereon to the date fixed for redemption, without premium. Extraordinary Casualty Redemption. The Bonds are subject to redemption, in whole or in part on any date, from the Net Proceeds of insurance or condemnation with respect to the Enterprise, which Net Proceeds are deposited in the Payment Fund (as established under the Indenture) and credited towards the prepayment of the 2015 Installment Payments made by the City pursuant to the 2015 Installment Purchase Contract, at a redemption price equal to the principal amount of the Bonds to be redeemed, together with accrued interest to the date fixed for redemption,without premium. Purchase of Bonds In Lieu of Redemption. In lieu of redemption of Bonds as provided above, amounts held by the Trustee for such redemption may also be used on any Interest Payment Date, upon receipt by the Trustee at least ninety (90) days prior to the next scheduled Interest Payment Date of the written request of an Authorized Representative of the City, for the purchase of Bonds at public or private sale as and when and at such prices (including brokerage, accrued interest and other charges) as the City may in its discretion direct,but not to exceed the redemption price which would be payable if such Bonds were redeemed. Such purchases may be affected through the investment department of the Trustee or of an affiliate of the Trustee. The aggregate principal amount of Bonds of the same maturity purchased in lieu of redemption shall not exceed the aggregate principal amount of Bonds of such maturity which would otherwise be subject to such redemption. Selection of Bonds for Redemption. In the event that part, but not all, of the Bonds are to be redeemed (except for mandatory sinking fund redemption), the Bonds to be redeemed will be selected by the Trustee pro rata among maturities (as nearly as practicable) and by lot within a maturity; provided, however, that the Bonds may be redeemed by any maturity or maturities selected by the City to correspond with Installment Payments prepaid by the City, and by lot within a maturity. In the event of a redemption for which the Trustee does not have monies available to redeem the entire amount scheduled for redemption, the Trustee shall redeem Bonds of the applicable maturity or maturities by lot up to a principal amount equal to the available monies. Notice of Redemption. The Trustee is required to give notice of the redemption of the Bonds, at the expense of the Authority, (i) at least 30 but not more than 45 days prior to the redemption date or (ii) upon receipt of Net Proceeds from insurance or condemnation awards which are to be used to redeem Bonds. Notice must be given to the respective Owners of Bonds -8-