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8.B. - Page 31 <br /> Fiscal Agent for redemption at the said redemption price, and will state that further interest on <br /> such Bonds will not accrue after the redemption date. <br /> The City has the right in the Fiscal Agent Agreement to rescind any optional <br /> redemption by written notice to the Fiscal Agent on or prior to the date fixed for redemption. <br /> Any notice of optional redemption shall be cancelled and annulled if for any reason funds will <br /> not be or are not available on the date fixed for redemption for the payment in full of the <br /> Bonds then called for redemption. The City and the Fiscal Agent shall have no liability to the <br /> Owners or any other party related to or arising from any such rescission of optional <br /> redemption. The Fiscal Agent shall mail notice of such rescission of optional redemption in the <br /> same manner as the original notice of optional redemption was sent. <br /> Selection of Bonds for Redemption. Whenever provision is made in the Fiscal Agent <br /> Agreement for the optional redemption of less than all of the Bonds, the Bonds to be redeemed <br /> shall be selected by the Fiscal Agent among maturities as designated in writing by the City, <br /> and by lot within a maturity. In the case of mandatory sinking fund redemption, the Bonds to <br /> be redeemed shall be selected by the Fiscal Agent by lot within the maturity being called for the <br /> redemption. <br /> Upon surrender of Bonds redeemed in part only, the City will execute and the Fiscal <br /> Agent will authenticate and deliver to the registered Owner, at the expense of the City, a new <br /> Bond or Bonds, of the same maturity, of authorized denominations in aggregate principal <br /> amount equal to the unredeemed portion of the Bond or Bonds. <br /> Effect of Redemption. From and after the date fixed for redemption, if funds available <br /> for the payment of the principal of, and interest and any premium on, the Bonds so called for <br /> redemption have been deposited in the Bond Fund, such Bonds so called will cease to be <br /> entitled to any benefit under the Fiscal Agent Agreement other than the right to receive <br /> payment of the redemption price, and no interest will accrue thereon on or after the redemption <br /> date specified in such notice. <br /> Tender of Bonds in Payment of Special Taxes. The City has covenanted in the Fiscal <br /> Agent Agreement not to permit the tender of Bonds in payment of any Special Taxes except <br /> upon receipt of a certificate of an Independent Consultant that to accept such tender will not <br /> result in the City having insufficient Special tax Revenues to pay the principal or and interest <br /> on the Bonds that will remain Outstanding following such tender. <br /> Transfer or Exchange of Bonds <br /> So long as the Bonds are registered in the name of Cede & Co., as nominee of DTC, <br /> transfers and exchanges of Bonds shall be made in accordance with DTC procedures. See <br /> Appendix F - "DTC and the Book-Entry Only System." If the book-entry only system for the <br /> Bonds is ever discontinued, any Bond may, in accordance with its terms, be transferred or <br /> exchanged by the person in whose name it is registered, in person or by his duly authorized <br /> attorney, upon surrender to the Fiscal Agent of such Bond for cancellation, accompanied by <br /> delivery of a duly written instrument of transfer in a form acceptable to the Fiscal Agent. <br /> Whenever any Bond or Bonds are surrendered for transfer or exchange, the City will execute <br /> and the Fiscal Agent will authenticate and deliver a new Bond or Bonds, for a like aggregate <br /> principal amount of Bonds of authorized denominations and of the same maturity. The Fiscal <br /> Agent will collect from the Owner requesting such transfer any tax or other governmental <br /> charge required to be paid with respect to such transfer or exchange. <br /> -9- <br />