Common use of Purchase in Lieu of Redemption Clause in Contracts

Purchase in Lieu of Redemption. Unless otherwise provided in a Supplemental Bond Indenture, whenever Bonds are subject to redemption, they may instead be purchased at the option of the Borrower at a purchase price equal to the Redemption Price thereof plus interest accrued thereon to the redemption date. The Borrower shall give to the Trustee written notice thereof and of the Bonds of each subseries, maturity, Interest Period, and interest rate to be so purchased. The Trustee shall select the particular Bonds of such subseries and maturity to be so purchased in the same manner as provided in Section 4.02 for the selection of Bonds to be redeemed in part. Promptly thereafter, the Trustee shall give notice of the purchase of such Bonds at the times and in the manner provided in Section 4.03 for notice of redemption. All such purchases may be subject to conditions to the Borrower’s obligation to purchase such Bonds and shall be subject to the conditions that money for the payment of the purchase price therefor is available on the date set for such purchase and that such purchase shall be made solely with Available Money or funds paid by the Liquidity Facility Provider under the Liquidity Facility, if a Credit Facility is in effect. If such a purchase is a purchase in lieu of optional redemption and a Liquidity Facility is in effect on the date of purchase, such purchase in lieu of redemption shall also be conditioned on money sufficient to reimburse the Liquidity Facility Provider for the purchase price being delivered by the Borrower to the Trustee prior to the purchase date, and the Trustee shall give a notice of rescission of such purchase of Bonds on the date set for purchase to the same Persons that were given the notice of purchase if such funds have not been delivered prior to the date set for purchase. Notice of purchase having been given in the manner required above, then, if sufficient money to pay the purchase price of such Bonds or to reimburse the Liquidity Facility Provider therefor is held by the Trustee, the purchase price of the Bonds or portions thereof so called for purchase shall become due and payable on the date set for purchase, upon presentation and surrender of such Bonds (other than Book Entry Bonds) to be purchased at the office or offices specified in such notice, and, in the case of Bonds presented by a Person other than the Holder thereof, together with a written instrument of transfer duly executed by such Xxxxxx or his duly authorized attorney. Payment of the purchase price of such Bonds shall be made, upon the request of the Holder of $1,000,000 or more in principal amount of Bonds to be so purchased, by wire transfer to such Holder at the wire transfer address in the continental United States to which such Xxxxxx has prior to the purchase date directed in writing the Trustee to wire such purchase price. No purchased Bond shall be considered to be no longer Outstanding by virtue of its purchase, and each such purchased Bond that is not a Book Entry Bond shall be registered in the name or at the direction of the Borrower.

Purchase in Lieu of Redemption. Unless otherwise provided in a Supplemental Bond (a) In the event that the Bonds are called for optional redemption pursuant to Section 10.01 of this Indenture, whenever Bonds are subject to such Bonds, or any portion thereof, may be purchased in lieu of redemption, they may instead be purchased at the option direction of the Borrower Issuer or its designee on the Purchase in Lieu of Redemption Date therefor at a purchase price equal to the principal amount thereof, plus any premium payable with respect to such Bonds if such Bonds were redeemed on such Purchase in Lieu of Redemption Price thereof Date, plus interest accrued interest, if any, thereon to, but not including, such Purchase in Lieu of Redemption Date. In the event the Issuer or its designee desires to cause a purchase of Bonds that have previously been called for redemption, then not less than one Business Day prior to the redemption date. The Borrower designated Purchase in Lieu of Redemption Date, the Issuer shall give written notice to the Trustee written notice thereof and of the aggregate principal amount of Bonds for which an election to purchase pursuant to this Section 10.04 is being made. Bonds to be purchased as described above shall be purchased with funds of each subseriesthe Issuer or its designee which shall be deposited, maturitynotwithstanding anything contained herein to the contrary, Interest Periodto the Collection Account on or before the applicable Purchase in Lieu of Redemption Date. Bonds to be purchased but which are not delivered to the Trustee on the Purchase in Lieu of Redemption Date shall be deemed to have been purchased pursuant to the provisions of this Section 10.04. Bonds purchased in lieu of redemption pursuant to this Section 10.04 shall be deemed to be purchased by the Issuer or its designee, as the case may be, and the Issuer or its designee, as applicable, shall be the owner of such Bonds for all purposes under this Indenture, and interest rate accruing on such Bonds on and after the Purchase in Lieu of Redemption Date shall be payable solely to be so purchasedIssuer or its designee, as applicable. The In any such event, the Trustee shall select authenticate (and the particular Bonds of such subseries Issuer shall execute, if necessary) and maturity deliver to be so purchased in the same manner Issuer or its designee, as applicable, a new Bond as provided in Section 4.02 for the selection of Bonds to be redeemed in part. Promptly thereafter, the Trustee shall give notice of the purchase of such Bonds at the times and in the manner provided in Section 4.03 for notice of redemption. All such purchases may be subject to conditions to the Borrower’s obligation to purchase such Bonds and shall be subject to the conditions that money for the payment of the purchase price therefor is available on the date set for such purchase and that such purchase shall be made solely with Available Money or funds paid by the Liquidity Facility Provider under the Liquidity Facility, if a Credit Facility is in effect. If such a purchase is a purchase in lieu of optional redemption and a Liquidity Facility is in effect on the date of purchase, such purchase in lieu of redemption shall also be conditioned on money sufficient to reimburse the Liquidity Facility Provider for the purchase price being delivered by the Borrower to the Trustee prior to the purchase date, and the Trustee shall give a notice of rescission of such purchase of Bonds on the date set for purchase to the same Persons that were given the notice of purchase if such funds have not been delivered prior to the date set for purchase. Notice of purchase having been given in the manner required above, then, if sufficient money to pay the purchase price of such Bonds or to reimburse the Liquidity Facility Provider therefor is held by the Trustee, the purchase price of the Bonds or portions thereof so called for purchase shall become due and payable on the date set for purchase, upon presentation and surrender of such Bonds (other than Book Entry Bonds) to be purchased at the office or offices specified in such notice, and, in the case of Bonds presented by a Person other than the Holder thereof, together with a written instrument of transfer duly executed by such Xxxxxx or his duly authorized attorney. Payment of the purchase price of such Bonds shall be made, upon the request of the Holder of $1,000,000 or more in principal amount of Bonds to be so purchased, by wire transfer to such Holder at the wire transfer address in the continental United States to which such Xxxxxx has prior to the purchase date directed in writing the Trustee to wire such purchase price. No purchased Bond shall be considered to be no longer Outstanding by virtue of its purchase, and each such purchased Bond that is not a Book Entry Bond shall be registered in the name or at the direction of the Borrower2.05.

Purchase in Lieu of Redemption. Unless otherwise provided in a Supplemental Bond IndentureIn accordance with Section 308 of the General Resolution, whenever 2022 Series Bonds are subject to redemption, they may instead be purchased purchased, at the option election of the Borrower Agency, at a purchase price equal to the Redemption Price thereof plus accrued interest accrued thereon to the redemption datedate of purchase. The Borrower shall give to When the Trustee written receives notice thereof and from the Agency of the its election or direction to purchase 2022 Series Bonds in lieu of each subseries, maturity, Interest Period, and interest rate to be so purchased. The Trustee shall select the particular Bonds of such subseries and maturity to be so purchased in the same manner as provided in Section 4.02 for the selection of Bonds to be redeemed in part. Promptly thereafterredemption, the Trustee shall will give notice notice, in the name of the Agency, of the purchase of such Bonds at 2022 Series Bonds. Such notice will specify the times maturities and in the manner provided in Section 4.03 for notice of redemption. All such purchases may be subject to conditions to the Borrower’s obligation to purchase such Bonds and shall be subject to the conditions that money for the payment CUSIP numbers of the purchase price therefor is available on 2022 Series Bonds to be purchased, the date set for such purchase, any conditions precedent to such purchase and that the place or places where amounts due upon such purchase shall will be made solely with Available Money or funds paid by payable. The provisions of Sections 306 and 308 of the Liquidity Facility Provider under General Resolution to the Liquidity Facilitycontrary notwithstanding, if a Credit Facility is in effect. If such a purchase is a purchase in lieu of optional redemption and a Liquidity Facility is in effect on the date of purchase, such purchase in lieu of redemption shall also be conditioned on money sufficient to reimburse the Liquidity Facility Provider for not less than twenty (20) days before the purchase price being delivered by the Borrower to the Trustee prior to the purchase datedate for such 2022 Series Bonds, and the Trustee shall give mail a notice of rescission copy of such purchase of Bonds on the date set for purchase notice, postage prepaid, to the same Persons that were given the notice registered Holders of purchase if such funds have not been delivered prior to the date set for purchase. Notice of purchase having been given in the manner required above, then, if sufficient money to pay the purchase price of such Bonds or to reimburse the Liquidity Facility Provider therefor is held by the Trustee, the purchase price of the any 2022 Series Bonds or portions thereof so called for purchase shall become due and payable on the date set for purchase, upon presentation and surrender of such Bonds (other than Book Entry Bonds) which are to be purchased at their last addresses appearing upon the office or offices specified in such notice, and, in the case of registry books. The 2022 Series Bonds presented by a Person other than the Holder thereof, together with a written instrument of transfer duly executed by such Xxxxxx or his duly authorized attorney. Payment of to be purchased shall be tendered on the purchase price date to the Trustee. Any 2022 Series Bonds to be purchased that are not so tendered will be deemed to have been properly tendered for purchase. SECTION 210. Sale of such 2022 Series Bonds. The 2022 Series Bonds shall be made, upon the request sold at such time and at such price as shall be determined by subsequent or simultaneous resolution of the Holder Members of $1,000,000 the Agency, subject to the prior written approval of the State Comptroller or more in principal amount of Bonds the Director of the Budget of the State of such sale and the terms thereof if such approval be required by the provisions of the Act. The Chairman, the President and Chief Executive Officer or any Authorized Officer of the Agency is hereby authorized to be so purchased, by wire transfer make public and to such Holder at the wire transfer address authorize distribution of an Official Statement in the continental United States form attached hereto as Exhibit “A”, which is hereby approved with such changes, omissions, insertions and revisions as he shall deem advisable, and to which sign and deliver such Xxxxxx has prior Official Statement to the purchase date directed in writing purchasers of the 2022 Series Bonds. SECTION 211. Mortgages and Mortgage Notes Made Subject to Lien of General Resolution. The Mortgages securing, and the Mortgage Notes evidencing, the 2022 Series Mortgage Loans are Program Assets hereby made subject to the lien of the General Resolution and, as such, constitute Pledged Property. In accordance with Section 503(1) of the General Resolution, all Revenues held or collected by the Agency or the Trustee to wire such purchase price. No purchased Bond shall be considered to be no longer Outstanding by virtue of its purchase, and each such purchased Bond that is not a Book Entry Bond shall be registered deposited upon receipt in the name or at Revenue Fund, except as and to the direction extent otherwise provided under the terms of the BorrowerServicing and Release Agreements.

Purchase in Lieu of Redemption. Unless otherwise provided in a Supplemental Bond the Indenture, whenever Bonds are subject to optional redemption, they may instead be purchased at the option direction of the Borrower Obligated Group Representative at a purchase price equal to the Redemption Price thereof plus interest accrued thereon to the redemption date. The Borrower shall give to the Trustee written notice thereof and of the Bonds of each subseries, maturity, Interest Period, and interest rate to be so purchased. The Trustee shall select the particular Bonds of such subseries and maturity to be so purchased in the same manner as provided in Section 4.02 for the selection of Bonds to be redeemed in part. Promptly thereafter, the Trustee shall give notice of the purchase of such Bonds at the times and in the manner provided in Section 4.03 for notice of redemptionPrice. All such purchases may be subject to conditions to the BorrowerIssuer’s obligation to purchase such Bonds and shall be subject to the conditions condition that money for the payment of the purchase price therefor is available on the date set for such purchase and that such purchase shall be made solely with Available Money or funds paid by the Liquidity Facility Provider under the Liquidity Facility, if a Credit Facility is in effect. If such a purchase is a purchase in lieu of optional redemption and a Liquidity Facility is in effect on the date of purchase, such purchase in lieu of redemption shall also be conditioned on money sufficient to reimburse the Liquidity Facility Provider for the purchase price being delivered by the Borrower to the Trustee prior to the purchase date, and the Trustee shall give a notice of rescission of such purchase of Bonds on the date set for purchase to the same Persons that were given the notice of purchase if such funds have not been delivered prior to the date set for purchase. Notice of purchase having been given in the manner required above, thenset forth in the Indenture, if sufficient money to pay the purchase price of such Bonds or to reimburse the Liquidity Facility Provider therefor is held by the Bond Trustee, the purchase price of the Bonds or portions thereof so called for purchase shall become due and payable on the date set for purchase, be paid upon presentation and surrender of such Bonds (other than Book Entry Bonds) to be purchased at the office or offices specified in such notice, and, in notice on the date set for purchase. In the case of Bonds Xxxxx presented by a Person person other than the Holder thereofOwner, together such Bonds shall be presented with a written instrument of transfer transfer, duly executed by such Xxxxxx the Owner or his duly authorized attorney. Payment of the purchase price of such Bonds shall be made, upon the request of the Holder of $1,000,000 or more in principal amount of Bonds to be so purchased, by wire transfer to such Holder at the wire transfer address in the continental United States to which such Xxxxxx has prior to the purchase date directed in writing the Trustee to wire such purchase price. No purchased Bond shall be considered to be no longer Outstanding by virtue of its purchase, purchase and each such purchased Bond that is not a Book Entry Bond shall be registered in the name or at the direction of the BorrowerObligated Group Representative. No Owner may elect to retain a Bond purchased in lieu of redemption. EXHIBIT B THE GENESEE COUNTY FUNDING CORPORATION TAX-EXEMPT REVENUE BONDS (ROCHESTER REGIONAL HEALTH PROJECT), SERIES 2022A FORM OF ISSUE PRICE CERTIFICATE The undersigned, on behalf of BofA Securities, Inc. (the “Representative”), on behalf of itself, X.X. Xxxxxx Securities LLC and Xxxx Brothers, a division of KeyBanc Capital Markets, (together, the “Underwriting Group”), hereby certifies as set forth below with respect to the sale and issuance of the above-captioned obligations (the “Bonds”). Defined terms set forth herein shall have the meanings provided in the Bond Purchase Contract for the Bonds dated May 3, 2022.

Purchase in Lieu of Redemption. Unless otherwise Bonds subject to optional redemption as provided in a Supplemental Bond Indenture, whenever Bonds are subject to redemption, they this Section may instead be purchased at in lieu of redemption on the option of the Borrower applicable redemption date at a purchase price equal to 100% of the Redemption Price thereof principal amount thereof, plus accrued interest accrued thereon to, but not including, the date of such purchase, if the Trustee has received a written request from the Company on or before the Business Day prior to the redemption date. The Borrower shall give to the Trustee written notice thereof and of date the Bonds of each subseries, maturity, Interest Period, and interest rate to be so purchased. The Trustee shall select the particular Bonds of such subseries and maturity to be so purchased in the same manner as provided in Section 4.02 for the selection of Bonds to be redeemed in part. Promptly thereafter, the Trustee shall give notice of the purchase of such Bonds at the times and in the manner provided in Section 4.03 for notice of redemption. All such purchases may would otherwise be subject to conditions redemption specifying that moneys provided or to be provided by the Borrower’s obligation Company shall be used to purchase such Bonds and in lieu of redemption. Moneys received for such purpose shall be subject to held by the conditions that money Trustee in trust for the payment registered owner of the purchase price therefor is available on the date set for such purchase and that such purchase shall be made solely with Available Money or funds paid by the Liquidity Facility Provider under the Liquidity Facility, if Bonds so purchased. While a Credit Facility is in effect. If place, any such purchase will be made from moneys received from a purchase is a purchase drawing on such Credit Facility and applied as provided herein; notwithstanding anything else herein to the contrary, in lieu that instance and for purposes of optional redemption this Indenture and a Liquidity Facility is in effect on the Bonds, the date of purchase, such purchase in lieu of redemption shall also be conditioned on money sufficient deemed to reimburse be a Purchase Date, the Liquidity Facility Provider for the purchase price being delivered Bonds so purchased shall be deemed to be Pledged Bonds and shall be held by the Borrower Tender Agent pursuant to the Trustee prior to the purchase dateSection 5.05, and the Trustee any references to Section 5.01 shall give a notice of rescission of such be deemed to also include and refer to Section 9.01(c). No purchase of Bonds on the date set for purchase to the same Persons that were given the notice of purchase if such funds have not been delivered prior to the date set for purchase. Notice of purchase having been given in the manner required above, then, if sufficient money to pay the purchase price of such Bonds or to reimburse the Liquidity Facility Provider therefor is held by the Trustee, the purchase price Company pursuant to this subsection or advance or use of any moneys to effectuate any such purpose shall be deemed to be a payment or redemption of the Bonds or portions thereof so called for any portion thereof, and such purchase shall become due and payable not operate to extinguish or discharge the indebtedness evidenced by such Bonds. Bonds purchased under this Section 9.01(c) shall not be remarketed or otherwise sold unless the Trustee has received an opinion of Bond Counsel to the effect that such transaction does not adversely affect the exclusion from gross income of interest on the date set Bonds for purchase, upon presentation and surrender of such Bonds (other than Book Entry Bonds) to be purchased at the office or offices specified in such notice, and, in the case of Bonds presented by a Person other than the Holder thereof, together with a written instrument of transfer duly executed by such Xxxxxx or his duly authorized attorney. Payment of the purchase price of such Bonds shall be made, upon the request of the Holder of $1,000,000 or more in principal amount of Bonds to be so purchased, by wire transfer to such Holder at the wire transfer address in the continental United States to which such Xxxxxx has prior to the purchase date directed in writing the Trustee to wire such purchase price. No purchased Bond shall be considered to be no longer Outstanding by virtue of its purchase, and each such purchased Bond that is not a Book Entry Bond shall be registered in the name or at the direction of the Borrowerfederal income tax purposes.

Purchase in Lieu of Redemption. Unless otherwise provided Notwithstanding anything in a Supplemental Bond Indenturethis Indenture to the contrary, whenever at any time the Bonds are subject to redemptionredemption in whole pursuant to Section 4.02, they Section 4.04(a)(iv) and Section 4.05, all (but not less than all) of the Bonds may instead be purchased by the Trustee, at the option direction of the Borrower at a Borrower, on the date which would be the redemption date if such Bonds were redeemed rather than purchased in lieu thereof. The purchase price will be equal to the Redemption Price thereof plus interest accrued thereon redemption price that would have been applicable to such Bonds on the redemption date. Upon such purchase the Bonds will be held for the account of and at the written direction of the Borrower. The Borrower shall give to the Trustee written notice thereof at least 10 days prior to the scheduled redemption date accompanied by a Favorable Opinion of Bond Counsel addressed to the Issuer and the Trustee. If the Trustee is so directed to purchase Bonds in lieu of redemption, no notice to the Owners of Bonds of each subseries, maturity, Interest Period, and interest rate to be so purchased. The Trustee shall select the particular Bonds of such subseries and maturity to be so purchased in (other than the same manner as provided in Section 4.02 for the selection of Bonds to be redeemed in part. Promptly thereafter, the Trustee shall give notice of the purchase of such Bonds at the times and in the manner provided in Section 4.03 for notice of redemption. All such purchases may be subject to conditions to the Borrower’s obligation to purchase such Bonds and redemption otherwise required hereunder) shall be subject to the conditions that money for the payment of the purchase price therefor is available on the date set for such purchase and that such purchase shall be made solely with Available Money or funds paid by the Liquidity Facility Provider under the Liquidity Facility, if a Credit Facility is in effect. If such a purchase is a purchase in lieu of optional redemption and a Liquidity Facility is in effect on the date of purchase, such purchase in lieu of redemption shall also be conditioned on money sufficient to reimburse the Liquidity Facility Provider for the purchase price being delivered by the Borrower to the Trustee prior to the purchase daterequired, and the Trustee shall give a notice of rescission of be authorized to apply to such purchase of Bonds on the date set for purchase to the same Persons that were given the notice of purchase if such funds which would have not been delivered prior to the date set for purchase. Notice of purchase having been given in the manner required above, then, if sufficient money used to pay the purchase redemption price of for such Bonds or to reimburse the Liquidity Facility Provider therefor is held by the Trustee, the purchase price of the Bonds or portions thereof so called for purchase shall become due and payable on the date set for purchase, upon presentation and surrender of if such Bonds (other had been redeemed rather than Book Entry Bonds) to be purchased at the office or offices specified in such notice, and, in the case of Bonds presented by a Person other than the Holder thereof, together with a written instrument of transfer duly executed by such Xxxxxx or his duly authorized attorneypurchased. Payment of the purchase price of such Purchased Bonds shall not be made, upon the request of the Holder of $1,000,000 canceled or more in principal amount of Bonds to be so purchased, by wire transfer to such Holder at the wire transfer address in the continental United States to which such Xxxxxx has prior to the purchase date directed in writing the Trustee to wire such purchase price. No purchased Bond shall be considered to be no longer Outstanding by virtue of its purchase, discharged and each such purchased Bond that is not a Book Entry Bond shall be registered in the name or at the direction of the Borrower.Borrower or such other person or persons as shall be designated by the Borrower which executes and delivers a Purchaser Letter. Bonds to be purchased under this Section