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12/03/2012 Fiscal Agent for redemption at the said redemption price, and will state that further interest on such Bonds will not accrue after the redemption date. The City has the right in the Fiscal Agent Agreement to rescind any optional redemption by written notice to the Fiscal Agent on or prior to the date fixed for redemption. Any notice of optional redemption shall be cancelled and annulled if for any reason funds will not be or are not available on the date fixed for redemption for the payment in full of the Bonds then called for redemption. The City and the Fiscal Agent shall have no liability to the Owners or any other party related to or arising from any such rescission of optional redemption. The Fiscal Agent shall mail notice of such rescission of optional redemption in the same manner as the original notice of optional redemption was sent. Selection of Bonds for Redemption. Whenever provision is made in the Fiscal Agent .Agreement for the optional redemption of less than all of the Bonds, the Bonds to be redeemed shall be selected by the Fiscal Agent among maturities as designated in writing by the City, and by lot within a maturity. In the case of mandatory sinking fund redemption, the Bonds to be redeemed shall be selected by the Fiscal Agent by lot within the maturity being called for the redemption. Upon surrender of Bonds redeemed in part only, the City will execute and the Fiscal Agent will authenticate and deliver to the registered Owner, at the expense of the City, a new Bond or Bonds, of the same maturity, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the Bond or Bonds. Effect of Redemption. from and after the date fixed for redemption, if funds available for the payment of the principal of, and interest and any premium on, the Bonds so called for redemption have been deposited in the Bond Fund, such Bonds so called will cease to be entitled to any benefit under the Fiscal Agent Agreement other than the right to receive payment of the redemption price, and no interest will accrue thereon on or after the redemption date specified in such. notice. Tender of Bonds in payment of Special Taxes. The City has covenanted in the Fiscal .Agent Agreement not to permit the tender of Bonds in payment of any Special Taxes except upon receipt of a certificate of an Independent Consultant that to accept such tender will not result in the City having insufficient Special tax Revenues to pay the principal or and interest on the Bonds that will remain Outstanding following such tender. Transfer or Exchange of Bonds So long as the Bonds are registered in the name of Cede & Co., as nominee of DTC, transfers and exchanges of Bonds shall be made in accordance with DTC procedures. See Appendix F - "DTC and the Book -Entry Only System." if the book -entry only system for the Bonds is ever discontinued, any Bond may, in accordance with its terms, be transferred or exchanged by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender to the Fiscal Agent of such Bond for cancellation, accompanied by delivery of a duly written instrument of transfer in a form acceptable to the Fiscal Agent. Whenever any Bond or Bonds are surrendered for transfer or exchange, the City will execute and the Fiscal .agent will authenticate and deliver a new Bond or Bonds, for a like aggregate principal amount of Bonds of authorized denominations and of the same maturity. The Fiscal Agent will collect from the Owner requesting such transfer any tax or other governmental charge required to be paid with respect to such transfer or exchange. -9- 17 RESO. # 15237 MUFF # 505