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 0 ;INTERMEDIATE LIEN SERIES RESOLUTION PORT OF SEATTLE RESOLUTION NO. RESOLUTION of the Port Commission of the Port of Seattle authorizing the issuance and sale of intermediate lien revenue and refunding bonds in one or more series in the aggregate principal amount of not to exceed $800,000,000, for the purpose of financing or refinancing capital improvements to aviation facilities and for the purpose of refunding certain outstanding revenue bonds of the Port; setting forth certain bond terms and covenants; and delegating authority to approve final terms and conditions and th e sale of the bonds. ADOPTED: ___________, 2017 Prepared by: K&L ATES LLP ITEM NO: _6f_Reso June 13, 2017 �� -i- 500357693 v1 PORT OF SEATTLE Resolution No. 3735 Table of Contents Page Section Definitions Section Plan of Finance; Authorization of Series 2017 Bonds Section Series 2017 Bond Det ails Section Redemption and Purchase Section Registration , Exchange and Payments Section Pledge of Available Intermediate Lien Revenues; Series 2017 Reserve Account Deposit Section Designation of Refunded Bonds; Sale of Series 2017 Bonds Section Application of Series 20 17 Bond Proceeds Section Redemption of Refunded Bonds Section Tax Covenants Section Lost, Stolen, Mutilated or Destroyed Series 2017 Bonds Section Form of Series 2017 Bonds and Registration Certificate Section Execution Section Defeasance Section Undertaking to Provide Ongoing Disclosure Section Bond Insurance Section Compliance with Parity Conditions Section Severability Section Effective Date Exhibit A Refunding Candidates Exhibit B Projects This Table of Contents and the cover page are for convenience of reference and are not intended to be a part of this series resolution. �� &#x/Att;¬he;
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 0 ;RESOLUTION NO. RESOLUTION of the Port Commission of the Port of Seattle authorizing the issuance and sale of intermediate lien revenue and refunding bonds in one or mo re series in the aggregate principal amount of not to exceed $800,000,000, for the purpose of financing or refinancing capital improvements to aviation facilities and for the purpose of refunding certain outstanding revenue bonds of the Port; setting forth certain bond terms and covenants; and delegating authority to approve final terms and conditions and the sale of the bonds. WHEREAS, the Port has authorized the issuance of revenue bonds in one or more series pursuant to Resolution No. 3059, as amended, of the Commission adopted on February as amended by Resolution No. 3214, adopted on March 1996, Resolution No. 3241, adopted on April 1997, and Resolution No. 3436, adopted on July 2000 and as amended and restated by Resolution No. 7 of the Commission adopted on February 27, 2007 (collectively, the “First Lien Master Resolution”), each series being payable from the Net Revenues (as such term is defined in the First Lien Master Resolution); and WHEREAS, the Port currently has outstan ding nine series of first lien revenue bonds pursuant to the First Lien Master Resolution, as follows: Authorizing Resolution Number Date of Original Issue Series Original Principal Amount Principal Amount Outstanding (07/02/2017) Final Maturity Date 08/20/2003 (A) 07/01/2021 07/16/2009 (A) (1) (1) 05/01/2028 07/16/2009 (B (1) (1) 05/01/2036 07/16/2009 (B (2) (2) 05/01/2031 12/13/2011 (A) 09/01/2017 12/13/2011 (B) 09/01/2026 08/02/2016 (A) 10/01/2019 08/02/2016 (B) 10/01/2032 08/02/2016 (C) 10/01/2032 ______________ (1) All or part of the Series 2009A Bonds and Series 2009B 1 Bonds may be refunded pursuant to this series resolution. (2) Series 2009B 2 Bonds are capital appreciation bonds; total principal amount outstanding includes accreted interest through July 2, 2017. (the “Outstanding First Lien Bonds”); and �� &#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ;&#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ; -2- 500357693 v1 WHEREAS, the Port has authorized the issuance of intermediate lien revenue bonds having a lien on Net Revenues subordinate to the lien thereon of the Outstanding First Lien Parity Bonds in one or more series pursuant to Resolution No. 3540, as amended, adopted on June 14, 2005 (the “Intermediate Lien Master Resolution”); and WHEREAS, the Port current ly has outstanding ten series of intermediate lien revenue bonds pursuant to the Intermediate Lien Master Resolution, as follows: Authorizing Resolution Number Date of Original Issue Series Original Principal Amount Principal Amount Outstanding (07/02/2 Final Maturity Dates 08/04/2010 (B) 06/01/2040 08/04/2010 (C) 02/01/2024 03/14/2012 (A) 08/01/2033 03/14/2012 (B) 08/01/2024 03/14/2012 (C) 11/01/2017 12/17/2013 07/01/2029 08/06/2015 (A) 04/01/2040 08/06/2015 (B) 03/01/2035 08/06/2015 (C) 04/01/2040 08/02/2016 02/01/2030 (the “Outstanding Intermediate Lien Bonds”); and WHEREAS, the First Lien Master Resolution and the Intermediate Lien Master Resolution permit the Port to issue its revenue bonds having a lien on Net Revenues and Available Intermediate Lien Revenues (as such terms are defined in the Intermediate Lien Master Resolution) subordinate to the lien thereon of the Outstanding Intermediate Lien Bonds; and �� &#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ;&#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ; -3- 500357693 v1 WHEREAS, the Port currently has o utstanding four series of subordinate lien revenue bonds, as follows: Authorizing Resolution Number Date of Original Issue Series Original Principal Amount Principal Amount Outstanding (07/02/2017) Final Maturity Dates 03/26/1997 09/01/2022 09/01/1999 (A) 09/01/2020 (CP) 06/01/2021 06/17/2008 07/01/2033 (the “Outstanding Subordinate Lien Bonds”); and WHEREAS, the Port has issued its Revenue Bonds, Series 2009A issued on July 2009 currently outstanding and bearing interest as follows: Maturity Dates (May Principal Amounts Interest Rates (the “Series 2009A Bonds”); and WHEREAS, all of the outstanding Series 2009A Bonds are subject to optional redemption on and after May 1, 2019 at a price equal 100% of the principal amount thereof plus accrued interest to the date fixed for redemption; and WHE REAS, the Port has issued its Revenue Bonds, Series 1 issued on July 2009 currently outstanding and bearing interest as follows: Maturity Dates (May Principal Amounts Interest Rates Term Bonds (the “Series 2009B 1 Bonds”); and �� &#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ;&#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ; -4- 500357693 v1 WHEREAS, the Series 2009B 1 Bonds maturing after May 1, 2019, are subject to optional redemption on and after May 1, 2019, at a price equal 100% of the principal amount thereof plus accrued interest to the date fixed for redemption; and WHEREAS, the Port has determined that the Series 2009A Bonds and the Series 1 Bonds described on Exhibit attached hereto (together, the “Refunding Candidates”) may be defeased and/or refunded, thereby saving on debt service, t hrough the issuance of the Series 2017 Bonds; and WHEREAS, the Port wishes to finance certain capital improvements to aviation facilities (hereinafter defined as the “Projects”) through the issuance of the Series 2017 Bonds; and WHEREAS, the Intermediate Lien Master Resolution permits the Port to issue its revenue bonds having a lien on Available Intermediate Lien Revenues (as such term is defined in the Intermediate Lien Master Resolution) on a parity with the lien thereon of the Outstanding Intermediate Lien Bonds upon compliance with certain conditions; and WHEREAS, the Port has determined that such conditions will be met; and WHEREAS, pursuant to RCW 53.40.030, the Port Commission may delegate authority to the chief executive officer of the Port to a pprove the designation of the bonds to be defeased and/or refunded, the interest rates, maturity dates, redemption rights, interest payment dates, and principal maturities under such terms and conditions as are approved by resolution; and WHEREAS, the Por t has held a public hearing on the issuance of certain Series Bonds (as hereinafter defined) as required by Section 147(f) of the Internal Revenue Code, as amended; and WHEREAS, it is deemed necessary and desirable that the Series 2017 Bonds be sold pursuant to one or more negotiated sale(s) as herein provided; �� &#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ;&#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ; -5- 500357693 v1 NOW, THEREFORE, BE IT RESOLVED BY THE PORT COMMISSION OF THE PORT OF SEATTLE, as follows: Section Definitions . Unless otherwise defined herein, the terms used in this series resolution, including the preamble hereto, that are defined in the Intermediate Lien Master Resolution shall have the meanings set forth in the Intermediate Lien Master Resolution. In addition, the following terms shall have the following meanings in this series resolution: Acquired Obligations mean the noncallable Government Obligations acquired by the Port pursuant to Section 8(c) of this series resolution and the Escrow Agreement, if any, to effect the defeasance and refunding of all or a portion of the Refunded Bonds. Beneficial Owner means any person that has or shares the power, directly or indirectly, to make investment decisions concerning ownership of any Series 2017 Bonds (including persons holding Series 2017 Bonds thr ough nominees, depositories or other intermediaries). Bond Counsel means a firm of lawyers nationally recognized and accepted as bond counsel and so employed by the Port for any purpose under this series resolution applicable to the use of that term. Bon d Insurance Commitment means the commitment(s) of the Bond Insurer, if any, to insure one or more series, or certain principal maturities thereof, all or a portion of the Series 2017 Bonds. Bond Insurance Policy means the policy(ies) of municipal bond ins urance, if any, delivered by the Bond Insurer at the time of issuance and delivery of Series 2017 Bonds to be insured pursuant to the Bond Insurance Commitment. Bond Insurer means the municipal bond insurer(s), if any, that has committed to insure one or more series, or certain principal maturities thereof, of the Series 2017 Bonds, pursuant to the Bond Insurance Commitment. �� &#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ;&#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ; -6- 500357693 v1 Bond Purchase Contract means each of the Bond Purchase Contract(s) for the Series 2017 Bonds of one or more series, providing for th e purchase of the Series 2017 Bonds of such series by the Underwriters and setting forth certain terms authorized to be approved by the Designated Port Representative as provided in Section 7 of this series resolution. Bond Register means the registration books maintained by the Registrar containing the name and mailing address of the owner of each Series 2017 Bond or nominee of such owner and the principal amount and number of Series 2017 Bonds held by each owner or nominee. Chief Executive Officer means the Chief Executive Officer of the Port, or any successor to the functions of his/her office. Code means the Internal Revenue Code of 1986, as amended, and all applicable regulations and rulings relating thereto. Continuing Disclosure Undertaking means the undertaking for ongoing disclosure executed by the Port pursuant to Section 15 of this series resolution. Costs of Issuance Agreement means the Costs of Issuance Agreement(s), if any, dated as of the date of the closing and delivery of the Refun ding Bonds between the Port and the Escrow Agent to be executed in connection with paying the costs of issuance of the Refunding Bonds. Designated Port Representative, for purposes of this series resolution, means the Chief Executive Officer of the Port o r the Chief Financial Officer of the Port (or the successor in function to such person(s)) or such other person as may be directed by resolution of the Commission. DTC means The Depository Trust Company, New York, New York, a limited purpose trust company organized under the laws of the State of New York, as depository for the Series 2017 Bonds pursuant to Section 5 of this series resolution. �� &#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ;&#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ; -7- 500357693 v1 Escrow Agent means the Escrow Agent for the Refunded Bonds appointed by the Designated Port Representative pursuan t to this series resolution if the Designated Port Representative determines that an escrow will be necessary or required to carry out the plan of refunding. Escrow Agreement means the Escrow Deposit Agreement, if any, dated as of the date of the closing and delivery of the Refunding Bonds between the Port and the Escrow Agent to be executed in connection with the defeasance and/or refunding of some or all of the Refunded Bonds. Federal Tax Certificate means the certificate(s) of that name executed and de livered by the Designated Port Representative at the time of issuance and delivery of the Series 2017 Bonds of a series that are issued on a federally tax exempt basis. First Lien Master Resolution means Resolution No. 3059, as amended, of the Commission adopted on February 1990, as amended by Resolution No. 3214, adopted on March 1996, Resolution No. 3241, adopted on April 1997, and Resolution No. adopted on July 2000 and as amended and restated by Resolution No. 3577 of the Commission adopted on February 27, 2007. Government Obligation has the meaning given to such term in RCW Chapter 39.53, as amended from time to time. Intermediate Lien Master Resolution means Resolution No. 3540, as amended, of the Commission adopted on June 14, 2 Letter of Representations means the blanket issuer letter of representations from the Port to DTC, dated August MSRB means the Municipal Securities Rulemaking Board or any successors to its functions. Until otherwise designated by the MSR B or the United States Securities and �� &#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ;&#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ; -8- 500357693 v1 Exchange Commission, any information, reports or notices submitted to the MSRB in compliance with the Rule are to be submitted through the MSRB’s Electronic Municipal Market Access system, currently located at www.emma .msrb.org. Outstanding Intermediate Lien Bonds mean the Port’s outstanding intermediate lien revenue bonds identified in the recitals to this series resolution. Project Bonds mean the Series 2017 Bonds issued for the purpose of funding all or part of the Projects, capitalizing interest, funding the Series 2017 Reserve Account Deposit and paying all or a portion of allocable costs of issuance. Projects mean the capital projects listed in Exhibit B hereto. Record Date means the close of business on the 15th day prior to each day on which a payment of interest on the Series 2017 Bonds is due and payable. Refunded Bonds mean the Refunding Candidates that are designated by the Chief Executive Officer pursuant to authority delegated by Sections 2 and 7 of this series resolution. Refunding Bonds means the Series 2017 Bonds issued for the purpose of defeasing and/or refundi ng the Refunded Bonds. Refunding Candidates mean the outstanding revenue bonds of the Port as described on Exhibit Registered Owner means the person named as the registered owner of a Series Bond in the Bond Register. Registrar means the fiscal agent of the State of Washington, appointed by the Designated Port Representative for the purposes of registering and authenticating the Series 2017 Bonds, maintaining the Bond Register and effecting transfer of ownership of the Series 2017 Bonds. The ter m Registrar shall include any successor to the fiscal agent, if any, hereinafter appointed by the Designated Port Representative. �� &#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ;&#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ; -9- 500357693 v1 Rule means Rule 15c2 12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended from time to time. Savings Target means a dollar amount of debt service savings at least equal to five percent (5.00%) of the principal amount of the Refunded Bonds. Series 2009A Bonds mean the Port’s Revenue Bonds, Series 2009A, issued on July 2009, outstanding and maturing as described in the recitals to this series resolution. Series 2009B 1 Bonds mean the Port’s Revenue Bonds, Series 1, issued on July 16, 2009, outstanding and maturing as described in the recitals to this series re solution. Series 2017 Bonds mean the Port of Seattle Intermediate Lien Revenue and Refunding Bonds, Series 2017, authorized to be issued by Section 2 of this series resolution with appropriate description and series designations as provided for by the Desi gnated Port Representative. Series 2017 Reserve Account Deposit means the amount, if any, that is required to be added to the reserve account balances in the Intermediate Lien Reserve Account to satisfy the Intermediate Lien Reserve Requirement and that i s identified in a closing certificate or certificates of the Port. Subordinate Lien Bond Resolutions mean, collectively, Resolution No. 3238, as amended; Resolution No. 3354, as amended; Resolution No. 3456, as amended; and Resolution No. 3598, as amended Surety Bond means the surety bond(s), if any, issued by the Surety Bond Issuer on the date of issuance of the Series 2017 Bonds for the purpose of satisfying the Series 2017 Reserve Account Deposit. There may be more than one Surety Bond. Surety Bond Agreement means any Agreement(s) between the Port and the Surety Bond Issuer with respect to the Surety Bond(s). �� &#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ;&#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ; -10- 500357693 v1 Surety Bond Issuer means any issuer(s) of the Surety Bond(s). Underwriters mean, collectively, Citigroup Global Markets Inc.; Morgan Stanley Co. LLC; Barclays Capital Inc.; Goldman Sachs & Co. LLC; J.P. Morgan Securities LLC; Merrill Lynch, Pierce, Fenner & Smith Incorporated; Academy Securities, Inc.; Backstrom McCarley Berry & Co., LLC; and Williams Capital Group, Inc. Rules of Interpretati on. In this series resolution, unless the context otherwise requires: (a) The terms “hereby,” “hereof,” “hereto,” “herein, “hereunder” and any similar terms, as used in this series resolution, refer to this series resolution as a whole and not to any particul ar article, section, subdivision or clause hereof, and the term “hereafter” shall mean after, and the term “heretofore” shall mean before the date of this series resolution; (b) Words of the masculine gender shall mean and include correlative words of the femi nine and neuter genders and words importing the singular number shall mean and include the plural number and vice versa; (c) Words importing persons shall include firms, associations, partnerships (including limited partnerships), trusts, corporations, limited liability companies and other legal entities, including public bodies, as well as natural persons; (d) Any headings preceding the text of the several articles and sections of this series resolution, and any table of contents or marginal notes appended to copi es hereof, shall be solely for convenience of reference and shall not constitute a part of this series resolution, nor shall they affect its meaning, construction or effect; (e) All references herein to “articles,” “sections” and other subdivisions or clauses are to the corresponding articles, sections, subdivisions or clauses hereof; and �� &#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ;&#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ; -11- 500357693 v1 (f) Except as explicitly provided herein, whenever any consent or direction is required to be given by the Port, such consent or direction shall be deemed given when given by the Designated Port Representative. Section Plan of Finance; Authorization of Series 2017 Bonds (a) Plan of Finance . The Port intends to undertake improvements to its airp ort facilities at the locations described on Exhibit (the “Projects”) attached hereto and incorporated by this reference herein. A portion of the costs of the Projects are expected to be paid, refinanced or reimbursed with the proceeds of the Project Bo nds. The Refunding Candidates may be defeased or are callable in whole or in part prior to their scheduled maturities and may be selected for defeasance and/or refunding depending on market conditions. The final selection of the Refunding Candidates to b e designated as Refunded Bonds and to be defeased and/or refunded by the Refunding Bonds shall be made by the Chief Executive Officer pursuant to the authority granted in Section 7 of this series resolution. (b) Authorization of Series 2017 Bonds . The P ort shall issue bonds in one or more series (the “Series 2017 Bonds”) consisting of the Project Bonds and the Refunding Bonds, if any. The proceeds of the Project Bonds shall be used for the purpose of providing part of the funds necessary to (i) pay (or pay subordinate lien commercial paper notes issued to pay) or to reimburse the Port for all or a portion of the costs of the Projects; (ii) at the option of the Designated Port Representative, capitalize interest on all or a portion of the Project Bonds; iii) make a Series 2017 Reserve Account Deposit or purchase a Surety Bond therefor; and (iv) pay all or a portion of the costs incidental to the foregoing and to the issuance of the Project Bonds. The proceeds of the Refunding Bonds, if any, shall be used for the purpose of providing �� &#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ;&#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ; -12- 500357693 v1 the funds necessary to (i) defease and/or refund the Refunded Bonds; and (ii) pay all or a portion of the costs incidental to the foregoing and to the issuance of the Refunding Bonds. (c) Maximum Principal Amount. The aggreg ate principal amount of the Series Bonds to be issued under this series resolution shall not exceed $800,000,000. The aggregate principal amount of Project Bonds and the aggregate principal amount of Refunding Bonds shall be determined by the Chief E xecutive Officer, pursuant to the authority granted in Section 7 of this series resolution. Section Series 2017 Bond Details (a) Series 2017 Bonds . The Series 2017 Bonds shall be issued in one or more series, shall be designated as “Port of Seattle Intermediate Lien Revenue and Refunding Bonds, Series 2017,” with such description and additional designations for each series for identification purposes as may be approved by the Designated Port Repre sentative, shall be registered as to both principal and interest, shall be issued in the aggregate principal amount set forth in the Bond Purchase Contract, shall be numbered separately in the manner and with any additional designation as the Registrar dee ms necessary for purposes of identification, shall be dated their date of delivery to the Underwriters, and shall be in the denomination of $5,000 each or any integral multiple of $5,000 within a series and maturity. The Series 2017 Bonds of each series hall bear interest from their date of delivery to the Underwriters until the Series 2017 Bonds bearing such interest have been paid or their payment duly provided for, at the rates, payable on the dates, set forth in the Bond Purchase Contract for each ser ies and shall mature on the dates and in the years and in the principal amounts set forth in the Bond Purchase Contract, all as approved by the Chief Executive Officer pursuant to Section 7 of this series resolution. (b) Limited Obligations. The Series 2017 Bonds shall be obligations only of the Intermediate Lien Bond Fund and the Intermediate Lien Reserve Account created under the �� &#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ;&#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ; -13- 500357693 v1 Intermediate Lien Master Resolution and shall be payable and secured as provided in the Intermediate Lien Master Resolution and this series resolution. The Series 2017 Bonds do not constitute an indebtedness of the Port within the meaning of the constitutional provisions and limitations of the State of Washington. Section Redemption and Purchase (a) Optional Redemption . The Series 2017 Bonds of one or more series and maturities may be subject to optional redemption on the dates, at the prices and under the terms relating to such series set forth in the Bond Purchase Con tract, all as approved by the Chief Executive Officer pursuant to Section 7 of this series resolution. (b) Mandatory Redemption. The Series 2017 Bonds of one or more series and maturities may be subject to mandatory redemption to the extent, if any, set forth in the Bond Purchase Contract relating to such series, all as approved by the Chief Executive Officer pursuant to Section 7 of this series resolution. (c) Purchase of Series 2017 Bonds for Retirement . The Port reserves the right to use at any time any surplus Gross Revenue available after providing for the payments required by paragraphs First through Fifth of Section 2(a) of the First Lien Master Resolution, including the payments required by paragraphs First through Eleventh of the priority for us e of Gross Revenue set forth in the Intermediate Lien Master Resolution, to purchase for retirement any of the Series 2017 Bonds offered to the Port at any price deemed reasonable to the Designated Port Representative. (d) Selection of Series 2017 Bonds for Redemption . If Series 2017 Bonds are called for optional redemption, the series maturities, and interest rates of such Series 2017 Bonds to be redeemed shall be selected by the Port. If any Series 2017 Bonds to be redeemed (optional or mandatory) the n are held in book entry only form, the selection of such Series 2017 Bonds �� &#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ;&#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ; -14- 500357693 v1 within a series maturity, and interest rate to be redeemed within a maturity and interest rate shall be made in accordance with the operational arrangements then in effect at DTC ( or at a substitute depository, if applicable). If the Series 2017 Bonds to be redeemed are no longer held in entry only form, the selection of such Series 2017 Bonds to be redeemed shall be made in the following manner. If the Port redeems at any on e time fewer than all of the Series Bonds having the same maturity date and interest rate within a series, the particular Series Bonds or portions of Series 2017 Bonds to be redeemed within the series, maturity, and interest rate shall be selecte d by lot (or in such other random manner determined by the Registrar) in increments of $5,000. In the case of a Series 2017 Bond within a series, maturity, and interest rate of a denomination greater than $5,000, the Port and Registrar shall treat each Se ries Bond of the applicable series, maturity and interest rate as representing such number of separate Series 2017 Bonds each of the denomination of $5,000 as is obtained by dividing the actual principal amount of such Series 2017 Bonds of the applica ble series, maturity, and interest rate by $5,000. In the event that only a portion of the principal amount of a Series 2017 Bond is redeemed, upon surrender of such Series 2017 Bond at the principal office of the Registrar there shall be issued to the Re gistered Owner, without charge therefor, for the then unredeemed balance of the principal amount thereof a Series 2017 Bond or, at the option of the Registered Owner, a Series 2017 Bond of like series, maturity, and interest rate in any of the denomination herein authorized. Provided however, that the manner of selection of Series 2017 Bonds issued on a federally taxable basis for redemption may be set forth in the Bond Purchase Contract relating to such series and as approved by the Designated Port Repre sentative. (e) Notice of Redemption. Written notice of any redemption of Series 2017 Bonds prior to maturity shall be given b y the Registrar on behalf of the Port by first class mail, postage prepaid, not less than 20 days nor more than 60 days before the date fixed for redemption to the �� &#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ;&#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ; -15- 500357693 v1 Registered Owners of Series 2017 Bonds that are to be redeemed at their last addresses shown on the Bond Register. This requirement shall be deemed complied with when notice is mailed to the Registered Owners at their last addresses shown on the Bond Register, whether or not such notice is actually received by the Registered Owners. So long as t he Series 2017 Bonds are in book entry only form, notice of redemption shall be given to Beneficial Owners of Series 2017 Bonds to be redeemed in accordance with the operational arrangements then in effect at DTC (or its successor or alternate depository), and neither the Port nor the Registrar shall be obligated or responsible to confirm that any notice of redemption is, in fact, provided to Beneficial Owners. Each notice of redemption (which notice in the case of optional redemption may be conditional an d/or may be rescinded at the option of the Port) prepared and given by the Registrar to Registered Owners of Series 2017 Bonds shall contain the following information: (1) the date fixed for redemption, (2) the redemption price, (3) if fewer than all outs tanding Series 2017 Bonds of a series are to be redeemed, the identification by series, maturity, and interest rate (and, in the case of partial redemption, the principal amounts) of the Series Bonds to be redeemed, (4) whether, in the case of optiona l redemption, the notice of redemption is conditional and, if conditional, the conditions to redemption, (5) that (unless the conditions, if any, to redemption have not been satisfied or unless the notice of redemption shall have been rescinded) such Serie 2017 Bonds will become due and payable and interest shall cease to accrue from the date fixed for redemption if and to the extent in each case funds have been provided to the Registrar for the redemption of such Series 2017 Bonds on the date fixed for re demption the redemption price will become due and payable upon each Series 2017 Bond or portion called for redemption, and that (unless the conditions, if any, to redemption have not been satisfied or unless the notice of redemption shall have been rescind ed) interest shall cease to �� &#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ;&#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ; -16- 500357693 v1 accrue from the date fixed for redemption if and to the extent that funds have been provided to the Registrar for the redemption of such Series 2017 Bonds, (6) that the Series 2017 Bonds are to be surrendered for payment at the principal office of the Registrar, (7) the CUSIP numbers of all Series 2017 Bonds being redeemed, (8) the dated date of the Series 2017 Bonds being redeemed, (9) the rate of interest for each Series 2017 Bond being redeemed, (10) the date of the notice, an (11) any other information deemed necessary by the Registrar to identify the Series 2017 Bonds being redeemed. Upon the payment of the redemption price of Series 2017 Bonds being redeemed, each check or other transfer of funds issued for such purpose sh all bear the CUSIP number identifying, by issue, series and maturity, the Series 2017 Bonds being redeemed with the proceeds of such check or other transfer. (f) Effect of Redemption . Unless the Port has rescinded a notice of optional redemption (or unle ss the Port provided a conditional notice of optional redemption and the conditions for the optional redemption set forth therein are not satisfied), the Series 2017 Bonds to be redeemed shall become due and payable on the date fixed for redemption, and th e Port shall transfer to the Registrar amounts that, in addition to other money, if any, held by the Registrar for such purpose, will be sufficient to redeem, on the date fixed for redemption, all of the Series 2017 Bonds to be redeemed. If and to the ext ent that funds have been provided to the Registrar for the redemption of Series 2017 Bonds then from and after the date fixed for redemption for such Series 2017 Bond or portion thereof, interest on each such Series 2017 Bond shall cease to accrue and such Series 2017 Bond or portion thereof shall cease to be Outstanding. (g) Amendment of Notice Provisions . The foregoing notice provisions of this section, including but not limited to the information to be included in redemption notices and the persons des ignated to receive notices, may be amended by additions, deletions and changes to maintain �� &#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ;&#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ; -17- 500357693 v1 compliance with duly promulgated regulations and recommendations regarding notices of redemption of municipal securities. Section Registration, Exchange and Paym ents (a) Registrar/Bond Register . The Port hereby specifies and adopts the system of registration and transfer for the Series 2017 Bonds approved by the Washington State Finance Committee, w hich utilizes the fiscal agent of the State of Washington, for the purposes of registering and authenticating the Series 2017 Bonds, maintaining the Bond Register and effecting transfer of ownership of the Series 2017 Bonds (the “Registrar”). The Registra r shall keep, or cause to be kept, at its principal corporate trust office, sufficient records for the registration and transfer of the Series 2017 Bonds (the “Bond Register”), which shall be open to inspection by the Port. The Registrar may be removed at any time at the option of the Designated Port Representative upon prior notice to the Registrar, DTC (or its successor or alternate depository), each party entitled to receive notice pursuant to the Continuing Disclosure Undertaking and a successor Regist rar appointed by the Designated Port Representative. No resignation or removal of the Registrar shall be effective until a successor shall have been appointed and until the successor Registrar shall have accepted the duties of the Registrar hereunder. Th e Registrar is authorized, on behalf of the Port, to authenticate and deliver Series 2017 Bonds transferred or exchanged in accordance with the provisions of such Series 2017 Bonds and this series resolution and to carry out all of the Registrar’s powers a nd duties under this series resolution. The Registrar shall be responsible for its representations contained in the Certificate of Authentication on the Series 2017 Bonds. (b) Registered Ownership . Except as provided in the last sentence of Section 5(c) or the Continuing Disclosure Undertaking authorized pursuant to Section 15 of this series resolution, the Port and the Registrar may deem and treat the Registered Owner of each �� &#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ;&#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ; -18- 500357693 v1 Series 2017 Bond as the absolute owner for all purposes, and neither the Port nor the Registrar shall be affected by any notice to the contrary. Payment of any such Series 2017 Bond shall be made only as described in subsection (h) of this Section 5, but the transfer of such Series Bond may be registered as herein provided. A ll such payments made as described in subsection (h) of this Section 5 shall be valid and shall satisfy the liability of the Port upon such Series 2017 Bond to the extent of the amount or amounts so paid. (c) DTC Acceptance/Letter of Representations . T he Series 2017 Bonds shall initially be held in fully immobilized form by DTC acting as depository. To induce DTC to accept the Series 2017 Bonds as eligible for deposit at DTC, the Port has heretofore executed and delivered to DTC the Letter of Represent ations. Neither the Port nor the Registrar will have any responsibility or obligation to DTC participants or the persons for whom they act as nominees with respect to the Series 2017 Bonds for the accuracy of any records maintained by DTC (or any successo r or alternate depository) or any DTC participant, the payment by DTC (or any successor or alternate depository) or any DTC participant of any amount in respect of the principal of or interest on Series 2017 Bonds, any notice that is permitted or required to be given to Registered Owners under this series resolution (except such notices as shall be required to be given by the Port to the Registrar or, by the Registrar, to DTC or any successor or alternate depository), the selection by DTC or by any DTC part icipant of any person to receive payment in the event of a partial redemption of the Series 2017 Bonds, or any consent given or other action taken by DTC (or any successor or alternate depository) as the Registered Owner. So long as any Series 2017 Bonds are held in fully immobilized form, DTC or its successor depository shall be deemed to be the owner and Registered Owner for all purposes, and all references in this series resolution to the Registered Owners shall mean DTC (or any successor or alternate d epository) or its nominee and shall not �� &#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ;&#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ; -19- 500357693 v1 mean the owners of any beneficial interest in any Series 2017 Bonds. Notwithstanding the foregoing, if a Bond Insurance Policy is issued for any series or maturity of the Series Bonds and so long as the Bond In surer is not in default under its Policy, the Bond Insurer shall be deemed to be the owner, Registered Owner, and holder of all bonds of that series or maturity for the purpose of granting consents and exercising voting rights with respect thereto and for any other purpose identified and specified in the Bond Insurance Commitment accepted by the Port as a condition of issuance of the Bond Insurance Policy. (d) Use of Depository (1) The Series 2017 Bonds shall be registered initially in the name of CEDE Co., as nominee of DTC, with a single Series 2017 Bond for each series and maturity having the same interest rate in a denomination equal to the total principal amount of such series and maturity. Registered ownership of such immobilized Series 2017 Bon ds, or any portions thereof, may not thereafter be transferred except (A) to any successor of DTC or its nominee, or to any other nominee requested by an authorized representative of DTC, provided that any such successor shall be qualified under any applic able laws to provide the service proposed to be provided by it; (B) to any substitute depository appointed by the Port pursuant to subsection (2) below or such substitute depository’s successor or nominee; or (C) to any person as provided in subsection (4) below. (2) Upon the resignation of DTC or its successor (or any substitute depository or its successor) from its functions as depository or a determination by the Port to discontinue the system of book entry transfers through DTC or its successor (or an y substitute depository or its successor), the Port may appoint a substitute depository. Any such substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it. �� &#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ;&#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ; -20- 500357693 v1 (3) In the case of any transfer p ursuant to clause (A) or (B) of subsection (1) above, the Registrar shall, upon receipt of all outstanding Series 2017 Bonds, together with a written request on behalf of the Port, issue a single new Series 2017 Bond for each series and maturity then outst anding, registered in the name of such successor or substitute depository, or its nominee, all as specified in such written request of the Port. (4) In the event that (A) DTC or its successor (or substitute depository or its successor) resigns from its f unctions as depository, and no substitute depository can be obtained, or (B) the Port determines that it is in the best interest of the Beneficial Owners of the Series 2017 Bonds of any series that the Series 2017 Bonds of that series be provided in certif icated form, the ownership of such Series 2017 Bonds may then be transferred to any person or entity as herein provided, and shall no longer be held in fully immobilized form. The Port shall deliver a written request to the Registrar, together with a supp ly of definitive Series 2017 Bonds (of the appropriate series and maturities) in certificated form, to issue Series 2017 Bonds in any authorized denominations. Upon receipt by the Registrar of all then outstanding Series 2017 Bonds (of the appropriate ser ies), together with a written request on behalf of the Port to the Registrar, new Series 2017 Bonds of such series shall be issued in the appropriate denominations and registered in the names of such persons as are provided in such written request. (e) Re gistration of the Transfer of Ownership or the Exchange of Series 2017 Bonds; Change in Denominations . The transfer of any Series 2017 Bond may be registered and any Series 2017 Bond may be exchanged, but no transfer of any Series 2017 Bond shall be valid unless the Series 2017 Bond is surrendered to the Registrar with the assignment form appearing on such Series 2017 Bond duly executed by the Registered Owner or such Registered Owner’s duly authorized agent in a manner satisfactory to the Registrar. Upon such surrender, the �� &#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ;&#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ; -21- 500357693 v1 Registrar shall cancel the surrendered Series 2017 Bond and shall authenticate and deliver, without charge to the Registered Owner or transferee, a new Series 2017 Bond (or Series Bonds at the option of the Registered Owner) of th e same date, series, maturity and interest rate and for the same aggregate principal amount in any authorized denomination, as and naming as Registered Owner the person or persons listed as the assignee on the assignment form appearing on the surrendered S eries 2017 Bond, in exchange for such surrendered and canceled Series Bond. Any Series 2017 Bond may be surrendered to the Registrar, together with the assignment form appearing on such Series 2017 Bond duly executed, and exchanged, without charge, f or an equal aggregate principal amount of Series 2017 Bonds of the same date, series, maturity and interest rate, in any authorized denomination. The Registrar shall not be obligated to register the transfer or exchange of any Series 2017 Bond during a pe riod beginning at the opening of business on the 15th day of the month next preceding any interest payment date and ending at the close of business on such interest payment date, or, in the case of any proposed redemption of the Series 2017 Bonds, after th e mailing of notice of the call for redemption of such Series Bonds. (f) Registrar’s Ownership of Series 2017 Bonds . The Registrar may become the Registered Owner of any Series 2017 Bond with the same rights it would have if it were not the Regist rar, and to the extent permitted by law, may act as depository for and permit any of its officers or directors to act as member of, or in any other capacity with respect to, any committee formed to protect the rights of the Registered Owners of the Series 2017 Bonds. (g) Registration Covenant . The Port covenants that, until all Series 2017 Bonds issued on a federally tax exempt basis have been surrendered and canceled, it will maintain a system for recording the ownership of each Series 2017 Bond that com plies with the provisions of Section 149 of the Code. �� &#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ;&#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ; -22- 500357693 v1 (h) Place and Medium of Payment . The principal of, premium, if any, and interest on the Series 2017 Bonds shall be payable in lawful money of the United States of America. For so long as all Series 017 Bonds are in fully immobilized form with DTC, payments of principal, premium, if any, and interest shall be made as provided to the parties entitled to receive payment as of each Record Date in accordance with the operational arrangements of DTC descri bed in the Letter of Representations. In the event that the Series 2017 Bonds are no longer in fully immobilized form with DTC (or its successor or alternate depository), interest on the Series Bonds shall be paid by check mailed to the Registered Ow ners at the addresses for such Registered Owners appearing on the Bond Register as of the Record Date, and principal and premium, if any, of the Series 2017 Bonds shall be payable by check upon presentation and surrender of such Series 2017 Bonds by the Re gistered Owners at the principal office of the Registrar; provided, however, that if so requested in writing prior to the opening of business on the 15th day of the month preceding any interest payment date by the Registered Owner of at least $1,000,000 ag gregate principal amount of Series 2017 Bonds of a series, interest on such Series 2017 Bonds will be paid thereafter by wire transfer on the date due to an account with a bank located within the United States. Section Pledge of Available Intermediate L ien Revenues; Series 2017 Reserve Account Deposit . Pursuant to the Intermediate Lien Master Resolution, the Intermediate Lien Bond Fund and the Intermediate Lien Reserve Account have been created for the purpose of paying and securing the payment of the principal of, premium, if any, and interest on all outstanding Intermediate Lien Parity Bonds. The Port hereby irrevocably obligates and binds it self for as long as any Series 2017 Bonds remain Outstanding to set aside and pay into the Intermediate Lien Bond Fund from Available Intermediate Lien Revenues or money in the �� &#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ;&#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ; -23- 500357693 v1 Revenue Fund, on or prior to the respective dates the same become due (and if s uch payment is made on the due date, such payment shall be made in immediately available funds): (1) Such amounts as are required to pay the interest scheduled to become due on Series 2017 Bonds; and (2) Such amounts with respect to Series 2017 Bonds as are required (A) to pay maturing principal, (B) to make any required sinking fund payments, and (C) to redeem Series 2017 Bonds in accordance with any mandatory redemption provisions. Said amounts so pledged to be paid into such special funds are hereb y declared to be a prior lien and charge upon the Gross Revenue superior to all other liens and charges of any kind or nature whatsoever except for (i) Operating Expenses, (ii) liens and charges thereon of Permitted Prior Lien Bonds, and (iii) liens and ch arges equal in rank that have or may be made thereon to pay Net Payments due pursuant to any Parity Derivative Product and to pay and secure the payment of the principal of, premium, if any, and interest on Outstanding Intermediate Lien Bonds and any Inter mediate Lien Parity Bonds issued in the future under authority of a Series Resolution in accordance with the provisions of Sections 4 and 5 of the Intermediate Lien Master Resolution. The Series 2017 Reserve Account Deposit, if any, shall be deposited in t he Intermediate Lien Reserve Account (or shall be satisfied through the issuance of one or more Surety Bonds) on the date of issuance of the Series 2017 Bonds. Together with existing reserve account balances in the Intermediate Lien Reserve Account, the S eries 2017 Reserve Account Deposit shall be at least sufficient to meet the Intermediate Lien Reserve Requirement. The Designated Port Representative may decide to utilize one or more Surety Bonds to satisfy the Series 2017 Reserve Account Deposit; provid ed that each Surety Bond meets the qualifications for Qualified Insurance. Upon such election, the Designated Port Representative is �� &#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ;&#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ; -24- 500357693 v1 hereby authorized to execute and deliver one or more Surety Bond Agreements with one or more Surety Bond Issuers to effect the delivery of the Surety Bond(s). Section 7. Designation of Refunded Bonds; Sale of Series 2017 Bonds (a) Designation of Refunded Bonds . As outlined in Section 2 and Section 9 of this series resolution, the Refunding Candidates may be called for redemption prior to their scheduled maturities. All or some of the Refunding Candidates may be defeased and/or refunded with the proceeds of the Series 2017 Bonds authorized by this series resolution. The Chief Executive Officer may select some or all of the Refunding Candidates and designate those Refunding Candidates as the “Refunded Bonds” in the Bond Purchase Contract if and to the extent that the net present value aggreg ate savings with respect to all Refunded Bonds to be realized as a result of the defeasance and/or refunding of the Refunded Bonds, after payment of all costs of issuance of allocated to the Series 2017 Bonds, is at least equal to the Savings Target. (b) Series 2017 Bond Sale The Series 2017 Bonds shall be sold at one or more negotiated sale(s) to the Underwriters pursuant to the terms of the applicable Bond Purchase Contract. The Designated Port Representative is hereby authorized to negotiate terms f or the purchase of the Series 2017 Bonds and to execute one or more Bond Purchase Contracts, with such terms (including the designation of the Refunded Bonds and the Series 2017 Reserve Account Deposit) as are approved by the Chief Executive Officer pursua nt to this section and consistent with this series resolution and the Intermediate Lien Master Resolution. The Port Commission has been advised by the Port’s financial advisor that market conditions are fluctuating and, as a result, the most favorable mar ket conditions may occur on a day other than a regular meeting date of the Commission. The Commission has determined that it would be in the best interest of the Port to delegate to the Chief Executive Officer for a limited time the authority to approve t he designation of the Refunded Bonds and to approve the number of series, �� &#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ;&#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ; -25- 500357693 v1 final series designations, and with respect to each series, the date of sale, the tax status of each series, interest rates, maturity dates, aggregate principal amount, principal amo unts and prices of each maturity, redemption rights, and other terms and conditions of the Series 2017 Bonds. The Chief Executive Officer is hereby authorized to approve the designation of the Refunded Bonds and to approve the number of series, final seri es designations, and with respect to each series, the date of sale, the tax status, interest rates, maturity dates, aggregate principal amount, principal amounts of each maturity and redemption rights for the Series 2017 Bonds in the manner provided hereaf ter (A) so long as the aggregate principal amount of the Series 2017 Bonds does not exceed the maximum principal amount set forth in Section 2, (B) so long as the true interest cost for the Series 2017 Bonds of a series issued on a federally tax exempt bas is does not exceed 5.25% per annum, and (C) so long as the Savings Target is met with respect to the Refunding Bonds (as described in subsection (a) of this Section 7). In designating the Refunded Bonds, determining the number of series, final series desi gnations, the date of sale, tax status of each series, interest rates, prices, maturity dates, aggregate principal amount, principal maturities, redemption rights or provisions of the Series 2017 Bonds for approval and the Series 2017 Reserve Account Depos it, the Designated Port Representative, in consultation with Port staff and the Port’s financial advisor, shall take into account those factors that, in his judgment, will result in the most favorable interest cost on the Series 2017 Bonds of a series, inc luding, but not limited to, current financial market conditions and current interest rates for obligations comparable in tenor and quality to the Series 2017 Bonds. Subject to the terms and conditions set forth in this section, the Designated Port Represe ntative is hereby authorized to execute the final form of the Bond Purchase Contract, upon the Chief Executive Officer’s approval of the Refunded Bonds, number of series, final series designations, the date of sale, tax status of each series, interest rate s, maturity dates, �� &#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ;&#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ; -26- 500357693 v1 aggregate principal amount, principal maturities and redemption rights set forth therein. Following the execution of the Bond Purchase Contract, the Chief Executive Officer or Designated Port Representative shall provide a report to the Commission, describing the final terms of the Series 2017 Bonds approved pursuant to the authority delegated in this section. The authority granted to the Designated Port Representative and the Chief Executive Officer by this section shall expire on Dece mber 31, 2017. If a Bond Purchase Contract for the Series Bonds has not been executed by December 31, 2017, the authorization for the issuance of the Series 2017 Bonds of that series shall be rescinded, and the Series 2017 Bonds shall not be issued n or their sale approved unless the Series 2017 Bonds shall have been re authorized by resolution of the Commission. The resolution reauthorizing the issuance and sale of the Series 2017 Bonds may be in the form of a new series resolution repealing this ser ies resolution in whole or in part (only with respect to the Series 2017 Bonds not issued) or may be in the form of an amendatory resolution approving a bond purchase contract or extending or establishing new terms and conditions for the authority delegate d under this section. Upon the adoption of this series resolution, the proper officials of the Port including the Designated Port Representative, are authorized and directed to undertake all other actions necessary for the prompt execution and delivery of the Series 2017 Bonds to the Underwriters thereof and further to execute all closing certificates and documents required to effect the closing and delivery of the Series 2017 Bonds in accordance with the terms of the Bond Purchase Contract. The Designate d Port Representative and other Port officials, agents and representatives are hereby authorized and directed to do everything necessary for the prompt issuance, execution and delivery of the Series 2017 Bonds to the Underwriters and for the proper applica tion and use of the proceeds of sale of the Series 2017 Bonds. In furtherance of the foregoing, the Designated �� &#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ;&#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ; -27- 500357693 v1 Port Representative is authorized to approve and enter into agreements for the payment of costs of issuance, including Underwriters’ discount, t he fees and expenses specified in the Bond Purchase Contract, including fees and expenses of Underwriters and other retained services, including Bond Counsel, disclosure counsel, rating agencies, fiscal agent, escrow agent, if any, verification agent, fina ncial advisory services, escrow structuring services and other expenses customarily incurred in connection with issuance and sale of bonds. The Designated Port Representative is authorized to ratify, execute, deliver and approve for purposes of the Rule, on behalf of the Port, the final official statement(s) (and to approve, deem final and deliver any preliminary official statement) and any supplement thereto relating to the issuance and sale of the Series 2017 Bonds and the distribution of the Series Bonds pursuant thereto with such changes, if any, as may be deemed by him/her to be appropriate. Section Application of Series 2017 Bond Proceeds . (a) Application of Project Bond P roceeds . The proceeds of the Project Bonds (exclusive of the Underwriters’ discount and any amounts that may be designated by the Designated Port Representative in a closing certificate to be allocated to pay costs of issuance or any Bond Insurance Policy premium and/or a Surety Bond premium) shall be applied as follows: (1) An amount(s), if any, specified by the Designated Port Representative shall be deposited into one or more capitalized interest accounts (hereinafter authorized to be created); (2) An a mount specified by the Designated Port Representative as required to pay the Series 2017 Reserve Account Deposit shall be deposited into the Intermediate Lien Reserve Account; and �� &#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ;&#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ; -28- 500357693 v1 (3) An amount specified by the Designated Port Representative shall be depos ited into one or more capital project accounts and used to pay costs of issuance and, together with other available moneys, to pay costs of the Projects. If interest on Project Bonds is to be capitalized, the Treasurer of the Port is hereby authorized an d directed to create one or more capitalized interest accounts for the purpose of holding certain Project Bond proceeds and interest earnings thereon to be used and disbursed to pay interest on the Project Bonds through the date or dates specified by the D esignated Port Representative. The Treasurer shall invest the net proceeds of the Project Bonds in such obligations as may now or hereafter be permitted to port districts of the State of Washington by law and that will mature prior to the date on which suc h money shall be needed. Earnings on such investments, except as may be required to pay rebatable arbitrage pursuant to the Federal Tax Certificate, may be used for Port purposes or transferred to the Intermediate Lien Bond Fund for the uses and purposes therein provided. The Port shall maintain books and records regarding the use and investment of proceeds of Series 2017 Bonds issued on a federally tax exempt basis in order to maintain compliance with its obligations under its Federal Tax Certificate. (b) Application of Refunding Bond Proceeds . The net proceeds of the Refunding Bonds (exclusive of the Underwriters’ discount and any amounts that may be designated by the Designated Port Representative in a closing certificate to be allocated to pay costs of issuance or any Bond Insurance Policy premium and/or a Surety Bond premium, or to satisfy a portion of the Intermediate Lien Reserve Requirement), together with other available funds of the Port in the amount specified by the Designated Port Representa tive, shall be utilized immediately upon receipt thereof to pay and redeem the Refunded Bonds and/or shall be paid at the direction of the �� &#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ;&#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ; -29- 500357693 v1 Treasurer to the Escrow Agent (if the Designated Port Representative has determined that an escrow is necessary or de sirable to effect the defeasance of all or a portion of the Refunded Bonds). (c) Defeasance of Refunded Bonds . Subject to and in accordance with the resolution authorizing the issuance of the Refunded Bonds, the net proceeds of the Refundin g Bonds so deposited shall be utilized immediately upon receipt thereof to pay and redeem Refunded Bonds and/or or to purchase the noncallable Government Obligations that are direct or indirect obligations of the United States or obligations unconditionall y guaranteed by the United States specified by the Designated Port Representative (the “Acquired Obligations”) and to maintain such necessary beginning cash balance to defease the Refunded Bonds and to discharge the other obligations of the Port relating t hereto under the resolution authorizing their issuance, by providing for the payment of the interest on the Refunded Bonds to the date fixed for redemption and the redemption price (the principal amount plus any premium required) on the date fixed for rede mption of the Refunded Bonds. Subject to compliance with all conditions set forth in the resolution authorizing the issuance of the Refunded Bonds, when the final transfers have been made for the payment of such redemption price and interest on the Refund ed Bonds, any balance then remaining shall be transferred to the account designated by the Port and used for the purposes specified by the Designated Port Representative. (d) Acquired Obligations. The Acquired Obligations, if any, shall be payable in suc h amounts and at such times that, together with any necessary beginning cash balance, will be sufficient to provide for the payment of: (1) the interest on the Refunded Bonds as such becomes due on and before the dates fixed for redemption of the Refunde d Bonds; and �� &#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ;&#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ; -30- 500357693 v1 (2) the price of redemption of the Refunded Bonds on the date fixed for redemption of the Refunded Bonds. (e) Authorizing Appointment of Escrow Agent and Verification Agent. The Commission hereby authorizes and directs the Designated Port Representative (if the Designated Port Representative determines that an escrow would be necessary or desirable to effect the defeasance of all or a portion of the Refunded Bonds) to select a financial institution to act as the escrow agent for all or a po rtion of the Refunded Bonds and also to select a verification agent for some or all of the Refunded Bonds. Section Redemption of Refunded Bonds . The Commission hereby calls the callable Refunde d Bonds for redemption on the redemption date specified by the Designated Port Representative in accordance with the provisions of the resolution authorizing the issuance, redemption and retirement of the Refunded Bonds, respectively, prior to their maturi ty dates. The Designated Port Representative may cause to be disseminated a conditional notice of redemption prior to the closing and delivery of the Refunding Bonds and if a notice of redemption has been disseminated, such notice may be revoked at the op tion of the Designated Port Representative. Said defeasance and call for redemption of the Refunded Bonds shall be irrevocable after the closing and delivery of the Refunding Bonds. If so appointed, the Escrow Agent shall be authorized and directed t o provide for the giving of irrevocable notice of the redemption of those Refunded Bonds designated in the Escrow Agreement in accordance with the terms of the resolution authorizing the issuance of such Refunded Bonds and as described in the Escrow Agreem ent. The Treasurer is authorized and directed to provide whatever assistance is necessary to accomplish such redemption and the �� &#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ;&#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ; -31- 500357693 v1 giving of irrevocable notice therefor. The costs of mailing of such notice shall be an expense of the Port. The Port or the E scrow Agent, if any, on behalf of the Port, shall be authorized and directed to pay to the fiscal agent of the State of Washington, sums sufficient to pay, when due, the payments specified in Section 8(d) of this series resolution. All such sums shall be paid from the moneys and the Acquired Obligations pursuant to the previous section of this series resolution, and the income therefrom and proceeds thereof. If an Escrow Agent is appointed, the Port will ascertain that all necessary and proper fees, compe nsation and expenses of the Escrow Agent for the Refunded Bonds shall be paid when due. If an Escrow Agent is appointed, the Designated Port Representative is authorized and directed to execute and deliver the Escrow Agreement to the Escrow Agent when the provisions thereof have been fixed and determined for closing and delivery of the Refunding Bonds. The Escrow Agreement, if any, shall be in form and substance satisfactory to the Designated Port Representative and the Escrow Agent, and may include a sep arate Costs of Issuance Agreement. Section Tax Covenants . (a) General. The Port covenants that it will not take or permit to be taken on its behalf any action that would adversely affect the exclusion from gross income for federal income tax purposes of the interest on such Series 2017 Bonds issued on a federally tax exempt basis and will take or require to be taken such acts as may reasonably be within its ability and as may from time to time be required u nder applicable law to continue the exclusion from gross income for federal income tax purposes of the interest on the Series 2017 Bonds issued on a federally tax exempt basis. The Port shall comply with its covenants set forth in the Federal Tax Certific ate with respect to the Series 2017 Bonds issued on a federally tax exempt basis. �� &#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ;&#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ; -32- 500357693 v1 (b) No Bank Qualification . The Series 2017 Bonds shall not be qualified tax exempt obligations pursuant to Section 265(b) of the Code for investment by financial institutio ns. Section 11 Lost, Stolen, Mutilated or Destroyed Series 2017 Bonds . In case any Series 2017 Bond shall be lost, stolen, mutilated or destroyed, the Registrar may execu te and deliver a new Series 2017 Bond of like series, maturity, date, number and tenor to the Registered Owner thereof upon the owner’s paying the expenses and charges of the Port in connection therewith and upon his/her filing with the Port evidence satis factory to the Port that such Series 2017 Bond was actually lost, stolen or destroyed (including the presentation of a mutilated Series 2017 Bond) and of his/her ownership thereof, and upon furnishing the Port and the Registrar with indemnity satisfactory to both. Section 12 Form of Series 2017 Bonds and Registration Certificate The Series 2017 Bonds shall be in substantially the following form: [DTC HEADING] UNITED STATES OF AMERICA STATE OF WASHINGTON PORT OF SEATTLE INTERMEDIATE LIEN REVENUE [REFUNDING] BOND, SERIES 2017[A][B][C][D][[Non AMT][AMT][Taxable] Maturity Date: CUSIP No. Interest Rate: Registered Owner: Cede & Co. Principal Amount: THE PORT OF SEATTLE, a municipal corporation organized and existing under and by virtue of the laws of the State of Washington (the “Port”), promises to pay to the Registered Owner identified above, or registered assig ns, on the Maturity Date identified above, solely from the special fund of the Port known as the “Port of Seattle Revenue Intermediate Lien Bond Fund” (the “Intermediate Lien Bond Fund”) created by Resolution No. 3540, as amended (the “Intermediate Lien Ma ster Resolution” and together with Resolution No. 3735, hereinafter collectively referred to as the “Bond Resolution”), the Principal Amount indicated above and to �� &#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ;&#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ; -33- 500357693 v1 pay interest thereon from the Intermediate Lien Bond Fund from the date of initial delivery, or the most recent date to which interest has been paid or duly provided for or until payment of this bond at the Interest Rate set forth above, payable semiannually on the first days of each __________ and __________ beginning on __________ 1, 20___. Th e principal of, premium, if any, and interest on this bond are payable in lawful money of the United States of America. Principal, premium, if any, and interest shall be paid as provided in the Blanket Issuer Letter of Representations (the “Letter of Repr esentations”) by the Port to The Depository Trust Company (“DTC”) (or its successor or alternate depository) or other registered owner. Capitalized terms used in this bond which are not specifically defined have the meanings given such terms in the Bond R esolution. The Treasurer of the Port has appointed the fiscal agent for the State of Washington as the initial registrar, authenticating and paying agent for the bonds of this series. This bond is one of a series of bonds of the Port in the aggregate pr incipal amount of $__________, of like date, tenor and effect, except as to number, amount, rate of interest and date of maturity and is issued pursuant to the Bond Resolution to [defease and/or refund certain outstanding Port obligations][to pay costs of capital improvement projects]. [Simultaneously herewith, the Port is issuing _____ other series of revenue bonds: its Revenue [Refunding] Bonds, Series 2017[A][B][C][D][[Non AMT][AMT][Taxable] in the principal amount of $___________]. The bonds of this issue maturing on and after ________ 1, ____ shall be subject to optional redemption in advance of their scheduled maturity on and after ____________ in whole or in part on any date at a price equal to 100% of the principal amount thereof plus accrued int erest to the date fixed for redemption. [The bonds of this issue maturing on _______ 1, ___ shall be redeemed by the Port on 1 of the following years in the following principal amounts at a price equal to 100% of the principal amount thereof plus accrued interest to the date fixed for redemption: Redemption Dates Amounts * Final Maturity] The bonds of this series are [not] private activity bonds. The bonds of this series are not “qualified tax exempt obligations” eligible for investment by financial institutions within the meaning of Section 265(b) of the Internal Revenue Code of 1986, as amended. [The Port has taken no action to cause the interest on this bond to be exempt from general federal income taxation.] The Port hereby covenants and agrees with the owner and holder of this bond that it will keep and perform all the covenants of t his bond and the Bond Resolution. The Port does hereby pledge and bind itself to set aside and pay into the Intermediate Lien Bond Fund and Intermediate Lien Reserve Account from Available Intermediate Lien �� &#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ;&#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ; -34- 500357693 v1 Revenues or money in the Revenue Fund the vario us amounts required by the Bond Resolution to be paid into and maintained in said Fund and Account, all within the times provided by said Bond Resolution. The amounts pledged to be paid out of Gross Revenue into the Intermediate Lien Bond Fund and Interm ediate Lien Reserve Account are hereby declared to be a first and prior lien and charge upon the Gross Revenue, subject to the payment of Operating Expenses of the Port and subject further to the liens thereon of the Permitted Prior Lien Bonds and equal in rank to the lien and charge upon such Gross Revenue of the amounts required to pay and secure the payment of any Net Payments due pursuant to any Parity Derivative Product, any Outstanding Intermediate Lien Bonds and any revenue bonds of the Port hereaft er issued on a parity with the Outstanding Intermediate Lien Bonds and the bonds of this issue. The Port has further bound itself to establish, maintain and collect rentals, tariffs, rates and charges in the operation of all of its businesses for as long as any bonds of this issue are outstanding that it will make available, for the payment of the principal thereof and interest thereon as the same shall become due, Available Intermediate Lien Revenues in an amount equal to or greater than the Rate Covenan t defined in the Intermediate Lien Master Resolution. This bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Bond Resolution until the Certificate of Authentication hereon shall have been manually signed by or on behalf of the Registrar. It is hereby certified and declared that this bond and the bonds of this issue are issued pursuant to and in strict compliance with the Constitution and laws of the State of Washington and resolutions of the Port and that all acts, conditions and things required to be done precedent to and in the issuance of this bond have happened, been done and performed. IN WITNESS WHEREOF, the Port of Seattle has caused this bond to be executed by the manual or facsi mile signatures of the President and Secretary of the Port Commission, and the corporate seal of the Port to be impressed or a facsimile thereof imprinted hereon as of the day of __________, PORT OF SEATTLE By /s/ President, Port Commiss ion ATTEST /s/ Secretary, Port Commission �� &#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ;&#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ; -35- 500357693 v1 CERTIFICATE OF AUTHENTICATION Date of Authentication: _______________ This bond is one of the bonds described in the within mentioned Bond Resolution and is one of the Intermediate Lien Revenue [Refundin g] Bonds, Series 2017[A][B][C][D][[Non AMT][AMT][Taxable] of the Port of Seattle, dated __________, WASHINGTON STATE FISCAL AGENT, as Registrar By Authorized Signer In the event any Series 2017 Bonds are no longer in fully immobilized form, the form of such Series 2017 Bonds may be modified to conform to printing requirements and the terms of this series resolution. Section 13 Execution . The Series 2017 Bonds shall be execute d on behalf of the Port with the manual or facsimile signature of the President of its Commission, shall be attested by the manual or facsimile signature of the Secretary thereof and shall have the seal of the Port impressed or a facsimile thereof imprinte d thereon. Only such Series 2017 Bonds as shall bear thereon a Certificate of Authentication in the form hereinbefore recited, manually executed by the Registrar, shall be valid or obligatory for any purpose or entitled to the benefits of this series reso lution. Such Certificate of Authentication shall be conclusive evidence that the Series 2017 Bonds so authenticated have been duly executed, authenticated and delivered hereunder and are entitled to the benefits of this series resolution. In case either of the officers of the Port who shall have executed the Series 2017 Bonds shall cease to be such officer or officers of the Port before the Series 2017 Bonds so signed shall �� &#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ;&#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ; -36- 500357693 v1 have been authenticated or delivered by the Registrar, or issued by the Port, such Series Bonds may nevertheless be authenticated, delivered and issued and upon such authentication, delivery and issuance, shall be as binding upon the Port as though those who signed the same had continued to be such officers of the Port. Any Series 2017 Bond may also be signed and attested on behalf of the Port by such persons as on the actual date of execution of such Series 2017 Bond shall be the proper officers of the Port although on the original date of such Series 2017 Bond any such person sha ll not have been such officer. Section Defeasance . In the event that money and/or noncallable Government Obligations that are direct or indirect obligations of the United States or obligations unconditionally gu aranteed by the United States maturing or having guaranteed redemption prices at the option of the owner at such time or times and bearing interest to be earned thereon in amounts (together with such money, if any) sufficient to redeem and retire part or a ll of the Series 2017 Bonds in accordance with their terms, are hereafter irrevocably delivered to the Registrar for payment such Series 2017 Bonds or set aside in a special account and pledged to effect such redemption and retirement, and, if the Series 017 Bonds are to be redeemed prior to maturity, irrevocable notice, or irrevocable instructions to give notice of such redemption has been delivered to the Registrar, then no further payments need be made into the Intermediate Lien Bond Fund or any account therein for the payment of the principal of, premium, if any, and interest on the Series 2017 Bonds so provided for and such Series 2017 Bonds shall then cease to be entitled to any lien, benefit or security of the Intermediate Lien Master Resolution or t his series resolution, except the right to receive the funds so set aside and pledged and such notices of redemption, if any, and such Series 2017 Bonds shall no longer be deemed to be Outstanding hereunder, under the Intermediate Lien Master Resolution or under any resolution authorizing the issuance of bonds or other indebtedness of the Port. �� &#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ;&#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ; -37- 500357693 v1 The Port shall provide notice of defeasance of any Series 2017 Bonds to the Registered Owners of the Series 2017 Bonds being defeased, to the Bond Insurer, if any , and to each party entitled to receive notice under the Continuing Disclosure Undertaking authorized pursuant to Section 15 of this series resolution. Section Undertaking to Provide Ongoing Disclosure . The Designated Port Representative is authorized to, in his or her discretion, execute and deliver a Continuing Disclosure Undertaking providing for an undertaking by the Port to assist the Underwriters in complying with the Rule. Section Bond Insurance . The payments of the principal of and interest on one or more series, or principal maturities within one or more series, of the Series 2017 Bonds may be insured by the issuance of the B ond Insurance Policy. The Designated Port Representative may solicit proposals from municipal bond insurance companies, and the Designated Port Representative, in consultation with the Port’s financial advisor, is hereby authorized to select the proposal that is deemed to be the most cost effective and further to execute the Bond Insurance Commitment with the Bond Insurer, which may include such covenants and conditions as shall be approved by the Designated Port Representative. Section Compliance w ith Parity Conditions . The Commission hereby finds and determines as required by Section 5(b) of the Intermediate Lien Master Resolution, as follows: First : The Port is not in default of its covenant under Section 5 of the Intermediate Lien Master Resolution; and Second : The Commission has been assured that prior to the issuance and delivery of the Series 2017 Bonds, the Port will meet the conditions set forth in Section 5(c) of the Interm ediate Lien Master Resolution and/ will deliver either: �� &#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ;&#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ; -38- 500357693 v1 (A) a certificate prepared as provided in the Intermediate Lien Master Resolution and executed by the Designated Port Representative stating that Available Intermediate Lien Revenues as First Ad justed during the Base Period were at least equal to percent of Annual Debt Service in each year of the Certificate Period with respect to all Intermediate Lien Parity Bonds then Outstanding and then proposed to be issued; (B) Consultant’s certificate, prepared as provided in the Intermediate Lien Master Resolution and stating that projected Available Intermediate Lien Revenues as First Adjusted will be at least equal to 110 percent of Annual Debt Service in each year of the Ce rtificate Period. The limitations contained in the conditions provided in Section 5(b) of the Intermediate Lien Master Resolution having been complied with, the payments required herein to be made out of the Available Intermediate Lien Revenues to pay a nd secure the payment of the principal of, premium, if any, and interest on the Series 2017 Bonds shall constitute a lien and charge upon such a charge and lien upon the Available Intermediate Lien Revenues equal to the lien thereon of Outstanding Intermed iate Lien Parity Bonds. Section 18 Severability . If any one or more of the covenants or agreements provided in this series resolution to be performed on the part of the Port shall be declared by any court of comp etent jurisdiction to be contrary to law, then such covenant or covenants, agreement or agreements, shall be null and void and shall be deemed separable from the remaining covenants and agreements in this series resolution and shall in no way affect the va lidity of the other provisions of this series resolution or of any Intermediate Lien Parity Bonds. Section 19 Effective Date . This series resolution shall be effective immediately upon its adoption. �� &#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ;&#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ; -39- 500357693 v1 ADOPTED by the Port Commission of the Port of Seattle at duly noticed meeting thereof, held this ____ day of ________, 2017, and duly authenticated in open session by the signatures of the commissioners voting in favor thereof. PORT OF SEATTLE Commissioners �� &#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.30; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ;&#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.30; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ; A-1 500357693 v1 EXHIBIT REFUNDING CANDIDATES Port of Seattle Revenue Bonds, Series 2009A (1) Maturity Dates (May Principal Amounts Interest Rates Port of Seattle Revenue Bonds, Series 2009B 1 (Taxable) (2) (Current interest bonds) Maturity Dates (May Principal Amounts Interest Rates Term Bonds (1) Callable at any time on and after May 1, 2019, in whole or in part on any date, with maturities to be selected by the Port, at a redemption price equal to 100% of the principal amount thereof, plus interest accrued to the date fixed for redemption. (2) Ca llable at any time on and after May 1, 2019, as a whole or in part or any date, and if in part pro rata within a maturity, at a redemption price equal to 100% of the principal amount thereof plus interest accrued to the date fixed for redemption. �� &#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ;&#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.18; 35;&#x.568; 33;.55; 61;&#x.23 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ; B-1 500357693 v1 EXHIBIT PROJECTS Runway, apron and safety areas construction, repairs and improvements; airfield infrastructure construction, repairs and upgrades; noise mitigation; Airport Terminal and parking garage construction, modification, repairs, improvements including equipment acquisition; roadway and ground transportation improvements; planning work relating to future facilities on or near the Airport; property acquisitions for Air port expansion adjacent or near to the Airport and other airport improvements that are functionally related to the airfield, air terminal and Airport property improvements described above at Seattle Tacoma International Airport, 17801 Pacific Highway South , Seatac, WA 98158, which is owned and operated by the Port. �� &#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.51;7 3;.56; 14;.55; 50;&#x.73 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ;&#x/Att;¬he;
 [/;ott;&#xom ];&#x/BBo;&#xx [6;.51;7 3;.56; 14;.55; 50;&#x.73 ;&#x]/Su;typ; /F;&#xoote;&#xr /T;&#xype ;&#x/Pag;&#xinat;&#xion ;500357693 v1 CERTIFICATE I, the undersigned, Secretary of the Port Commission (the “Commission”) of the Port of Seattle (the “ Port”), DO HEREBY CERTIFY: That the attached resolution numbered 3735 (the “Resolution”), is a true and correct copy of a resolution of the Port, as finally adopted at a meeting of the Commission held on the _____ day of ________, 2017, and duly record ed in my office. That said meeting was duly convened and held in all respects in accordance with law, and to the extent required by law, due and proper notice of such meeting was given; that a quorum of the Commission was present throughout the meeting and a legally sufficient number of members of the Commission voted in the proper manner for the adoption of said Resolution; that all other requirements and proceedings incident to the proper adoption of said Resolution have been duly fulfilled, carried o ut and otherwise observed, and that I am authorized to execute this certificate. IN WITNESS WHEREOF, I have hereunto set my hand this _____ day of _______, Secretary