Item Number: _10a-2_attach 1
Meeting Date: ___June 9, 2026

SERIES RESOLUTION
PORT OF SEATTLE
______________________________________
RESOLUTION NO. 3850
A RESOLUTION of the Port of Seattle Commission authorizing the
issuance and sale of revenue refunding bonds in one or more series
in the aggregate principal amount of not to exceed $70,000,000,
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.
ADOPTED: JUNE 23, 2026
Prepared by:
PACIFICA LAW GROUP LLP
Seattle, Washington

Port of Seattle
Resolution No. 3850
Table of Contents *
Page
Section 1.

Definitions............................................................................................................. 4

Section 2.

Purpose and Authorization of Series 2026 First Lien Bonds .............................. 10

Section 3.

Series 2026 First Lien Bond Details ................................................................... 11

Section 4.

Redemption and Purchase ................................................................................... 12

Section 5.

Registration, Exchange and Payments ................................................................ 17

Section 6.

Series 2026 First Lien Bond Fund ...................................................................... 24

Section 7.

Defeasance .......................................................................................................... 25

Section 8.

Refunding Procedures ......................................................................................... 26

Section 9.

Redemption of Refunded Bonds ......................................................................... 28

Section 10.

Tax Covenants .................................................................................................... 29

Section 11.

Lost, Stolen, or Destroyed Series 2026 First Lien Bonds ................................... 32

Section 12.

Form of Series 2026 First Lien Bonds ................................................................ 33

Section 13.

Execution ............................................................................................................ 33

Section 14.

Additional Covenant; Defaults and Remedies .................................................... 34

Section 15.

Sale of Series 2026 First Lien Bonds .................................................................. 35

Section 16.

Compliance with Parity Conditions .................................................................... 38

Section 17.

Undertaking to Provide Ongoing Disclosure ...................................................... 38

Section 18.

Bond Insurance ................................................................................................... 39

Section 19.

Resolution and Laws a Contract with the Series 2026 First Lien Bond
Owners ................................................................................................................ 39

Section 20.

Severability ......................................................................................................... 39

Section 21.

Effective Date ..................................................................................................... 40

Exhibit A
Exhibit B

Refunding Candidates
Form of the Bond

*

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.

RESOLUTION NO. 3850
A RESOLUTION of the Port of Seattle Commission authorizing the
issuance and sale of revenue refunding bonds in one or more series
in the aggregate principal amount of not to exceed $70,000,000,
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 2, 1990,
and as amended and restated by Resolution No. 3577 of the Commission adopted on
February 27, 2007 (collectively, the "Master Resolution"), each series being payable from the
Net Revenues (as such term is defined in the Master Resolution); and
WHEREAS, the Port currently has outstanding four series of first lien revenue bonds
issued pursuant to the Master Resolution, as follows:
Authorizing
Resolution
Number

Date of
Original
Issue

3619
3721
3721
3787

07/16/2009
08/02/2016
08/02/2016
06/30/2021

Series
(B-2)
(B)
(C)

Original
Principal
Amount
$ 22,000,326(1)
124,380,000(2)
6,180,000(2)
43,015,000

Principal
Amount
Outstanding
(as of 07/02/26)
$ 45,005,499(1)
75,660,000
3,395,000
9,540,000
$133,600,499

Final
Maturity Date
05/01/2031
10/01/2032
10/01/2032
09/01/2026

______________
(1)
Series 2009B-2 Bonds are capital appreciation bonds; total principal amount outstanding includes accreted
interest of $31,888,018 through July 2, 2026.
(2)
The Port may refund all or a portion of the Series 2016B and/or 2016C Bonds pursuant to this series
resolution.

(the "Outstanding Parity Bonds"); and
WHEREAS, the Master Resolution permits the Port to issue its revenue bonds having a
lien on Net Revenues (as such term is defined in the Master Resolution) subordinate to the lien
thereon of the Outstanding Parity Bonds; and

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 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 currently has outstanding 21 series of intermediate lien revenue
bonds pursuant to the Intermediate Lien Master Resolution, as follows:
Authorizing
Resolution
Number

Date of
Original
Issue

3709
3722
3735
3735
3735
3735
3749
3749
3758
3786
3786
3786
3786
3801
3801
3801
3826
3826
3837
3837
3837

08/06/2015
08/02/2016
08/22/2017
08/22/2017
08/22/2017
08/22/2017
06/21/2018
06/21/2018
08/07/2019
06/30/2021
06/30/2021
06/30/2021
06/30/2021
08/11/2022
08/11/2022
08/11/2022
08/15/2024
08/15/2024
08/21/2025
08/21/2025
08/21/2025

Series
(C)
(A)
(B)
(C)
(D)
(A)
(B)
(A)
(B)
(C)
(D)
(A)
(B)
(C)
(A)
(B)
(A)
(B)
(C)

Original
Principal
Amount

Principal Amount
Outstanding
(as of 07/02/26)

$226,275,000
99,095,000
16,705,000
264,925,000
313,305,000
93,230,000
470,495,000
85,145,000
457,390,000
47,025,000
148,765,000
514,390,000
41,395,000
206,200,000
585,930,000
70,435,000
168,975,000
648,940,000
74,235,000
650,460,000
22,550,000

$ 156,450,000
69,290,000
16,705,000
157,605,000
251,670,000
12,210,000
390,700,000
22,020,000
393,055,000
9,430,000
121,865,000
443,015,000
31,490,000
190,155,000
537,495,000
34,975,000
148,035,000
614,505,000
74,235,000
650,460,000
22,550,000
$4,347,915,000

Final
Maturity Date
04/01/2040
02/01/2030
05/01/2028
05/01/2036
05/01/2042
05/01/2027
05/01/2043
05/01/2028
04/01/2044
12/01/2030
06/01/2040
08/01/2046
08/01/2031
08/01/2033
08/01/2047
08/01/2032
03/01/2040
07/01/2049
10/01/2050
10/01/2050
09/01/2032

(the "Outstanding Intermediate Lien Parity Bonds"); and
WHEREAS, the Master Resolution and the Intermediate Lien Master Resolution permit
the Port to issue its revenue bonds having a lien on Net Revenues (as such term is defined in the

-2-

Intermediate Lien Master Resolution) subordinate to the lien thereon of the Intermediate Lien
Bonds; and
WHEREAS, the Port currently has outstanding two series of subordinate lien revenue
bonds, as follows:
Authorizing
Resolution
Number

Date of
Original
Issue

Authorized or
Original
Principal
Amount

Principal
Amount
Outstanding
(07/02/26)

3456(1)
3598(2)

(CP)
06/17/2008

$ 400,000,000
200,715,000

$120,000,000
110,335,000
$230,335,000

Final
Maturity Date
06/01/2051
07/01/2033

______________
(1)
As amended by Resolution No. 3777, adopted on September 22, 2020, and as most recently amended by
Resolution No. 3846, adopted on April 14, 2026.
(2)
As amended by Resolution No. 3847, adopted on April 14, 2026.

(the "Outstanding Subordinate Lien Bonds"); and
WHEREAS, the Port has certain Outstanding Parity Bonds described in Exhibit A
attached hereto (the "Refunding Candidates") that may be defeased and/or refunded, for debt
service savings, with proceeds of the Series 2026 First Lien Bonds authorized and defined
herein; and
WHEREAS, the Master Resolution permits the Port to issue its revenue bonds having a
lien on Net Revenues on a parity with the lien thereon of the Outstanding Parity 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 Executive Director of the Port to approve the designation of the bonds to be defeased and/or
refunded and the method of sale, interest rates, maturity dates, redemption rights, interest

-3-

payment dates, and principal maturities for the bonds under such terms and conditions as are
approved by resolution; and
WHEREAS, the Port has provided notice of and held a public hearing on the issuance of
the Series 2026 First Lien Bonds (hereinafter defined) pursuant to Section 147(f) of the Internal
Revenue Code, as amended; and
WHEREAS, it is deemed necessary and desirable that the Series 2026 First Lien Bonds
be sold by one or more negotiated sales and/or private placements as herein provided;
NOW, THEREFORE, BE IT RESOLVED BY THE PORT COMMISSION OF THE
PORT OF SEATTLE, as follows:
Section 1.

Definitions. Unless otherwise defined herein, the terms used in this series

resolution, including the preamble hereto, that are defined in the Master Resolution shall have
the meanings set forth in the Master Resolution. In addition, the following terms shall have the
following meanings in this series resolution:
Acquired Obligations means the Government Obligations acquired by the Port pursuant
to this series resolution and the Escrow Agreement to effect the defeasance and refunding of the
Refunded Bonds, but only to the extent that the same are acquired at Fair Market Value.
Beneficial Owner means any person that has or shares the power, directly or indirectly,
to make investment decisions concerning ownership of any Underwritten Bonds (including
persons holding Underwritten Bonds through nominees, depositories or other intermediaries).
Bond Counsel means an attorney at law or a firm of attorneys, selected by the Port, of
nationally recognized standing in matters pertaining to the tax-exempt nature of interest on bonds
issued by states and their political subdivisions.

-4-

Bond Insurance Commitment means the commitment(s) of the Bond Insurer, if any, to
insure one or more series of Series 2026 First Lien Bonds, or certain principal maturities thereof.
Bond Insurance Policy means the policy(ies) of municipal bond insurance, if any,
delivered by the Bond Insurer at the time of issuance and delivery of Series 2026 First Lien
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 of Series 2026 First Lien Bonds, or certain principal maturities thereof,
pursuant to the Bond Insurance Commitment.
Bond Purchase Agreement means any contract for the purchase of Underwritten Bonds
sold by negotiated sale to the Underwriters, executed pursuant to Section 15 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 2026 First Lien Bond or nominee of such
owner and the principal amount and number of Series 2026 First Lien Bonds held by each owner
or nominee.
Chief Financial Officer means the Chief Financial Officer of the Port, the Acting Chief
Financial Officer or any successor to the functions of their office.
Code means the Internal Revenue Code of 1986 as in effect on the date of issuance of the
Series 2026 First Lien Bonds or (except as otherwise referenced herein) as it may be amended to
apply to obligations issued on the date of issuance of the Series 2026 First Lien Bonds, together
with applicable proposed, temporary and final regulations promulgated, and applicable official
public guidance published, under the Code.

-5-

Continuing Disclosure Undertaking means the undertaking for ongoing disclosure
executed by the Port pursuant to Section 17 of this series resolution.
Default has the meaning given such term in Section 14(b) of this series resolution.
Deputy Executive Director means the Deputy Executive Director of the Port, or any
successor to the functions of their office.
Designated Port Representative, for purposes of this series resolution, means the
Executive Director, Deputy Executive Director, or 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.
Direct Purchase Agreement means one or more loan or purchase agreements, if any,
between the Port and a Direct Purchaser under which the Direct Purchaser will make a loan to
the Port, evidenced by a Direct Purchase Bond, or under which the Direct Purchaser will
purchase the Direct Purchase Bond.
Direct Purchase Bonds means any Series 2026 First Lien Bonds or Bond sold to a Direct
Purchaser pursuant to Section 15 of this series resolution.
Direct Purchaser means one or more Underwriters selected to purchase one or more
Direct Purchase Bonds, or to accept delivery of one or more Direct Purchase Bonds to evidence
the Port's obligations under a Direct Purchase Agreement, pursuant to Section 15 of this series
resolution.
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 any
Underwritten Bonds pursuant to Section 5 hereof.

-6-

Escrow Agent means U.S. Bank Trust Company, National Association or such other
escrow agent for the Refunded Bonds, if any, appointed by the Designated Port Representative
pursuant to this series resolution.
Escrow Agreement means the escrow deposit agreement between the Port and the
Escrow Agent, if any, dated as of the date of the closing, executed in connection with the
defeasance and/or refunding of some or all of the Refunded Bonds.
Executive Director means the Executive Director of the Port, or any successor to the
functions of their office.
Fair Market Value means the price at which a willing buyer would purchase an
investment from a willing seller in a bona fide, arm's-length transaction, except for specified
investments as described in Treasury Regulation § 1.148-5(d)(6), including United States
Treasury obligations, certificates of deposit, guaranteed investment contracts, and investments
for yield restricted defeasance escrows. Fair Market Value is generally determined on the date
on which a contract to purchase or sell an investment becomes binding, and, to the extent
required by the applicable regulations under the Code, the term "investment" will include a
hedge.
Federal Tax Certificate means one or more certificates executed by the Designated Port
Representative setting forth the requirements of the Code for maintaining the tax status of the
Series 2026 First Lien Bonds, and attachments thereto.
Future Parity Bonds means those revenue bonds or other revenue obligations that are
issued by the Port in the future as Parity Bonds.
Government Obligations has the meaning given to such term in RCW Chapter 39.53, as
amended from time to time.
-7-

Intermediate Lien Master Resolution means Resolution No. 3540, as amended, of the
Commission adopted on June 14, 2005.
Letter of Representations means the blanket issuer letter of representations from the Port
to DTC, as amended from time to time.
Master Resolution means Resolution No. 3059, as amended, of the Commission adopted
on February 2, 1990, and as amended and restated by Resolution No. 3577 of the Commission
adopted on February 27, 2007.
Outstanding Parity Bonds means the Port's outstanding first lien revenue bonds
identified in the recitals to this series resolution.
Parity Bonds means and includes the Outstanding Parity Bonds, the Series 2026 First
Lien Bonds and any Future Parity Bonds and has the meaning ascribed to "Bonds" in the Master
Resolution.
Permitted Investment means such obligations as may now or hereafter be permitted to
port districts of the State by law, but only to the extent that the same are acquired at Fair Market
Value.
Record Date means the close of business on the 15th day prior to each day on which a
payment of interest on the Series 2026 First Lien Bonds is due and payable.
Refunded Bonds means the Refunding Candidates that are designated by the Executive
Director for refunding pursuant to Section 15 of this series resolution.
Refunding Candidates means the outstanding revenue bonds of the Port described in
Exhibit A.
Registered Owner means the person named as the registered owner of a Series 2026 First
Lien Bond in the Bond Register.
-8-

Registrar means, unless otherwise designated in the Sale Document, the fiscal agent of
the State, as the same may be designated by the State from time to time, for the purposes of
registering and authenticating the Series 2026 First Lien Bonds, maintaining the Bond Register,
effecting the transfer of ownership of the Series 2026 First Lien Bonds and paying principal of
and premium, if any, and interest on the Series 2026 First Lien Bonds.
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.
Sale Document means a Bond Purchase Agreement or Direct Purchase Agreement, as
applicable, for the Series 2026 First Lien Bonds of a series.
Series 2026 First Lien Bond Fund means the Port of Seattle First Lien Revenue Bond
Fund, Series 2026 created in the office of the Treasurer by Section 6(a) of this series resolution.
Series 2026 First Lien Bonds means the Port of Seattle First Lien Revenue Refunding
Bonds, Series 2026 (AMT), with such other appropriate description or series designation as
provided by the Designated Port Representative, authorized to be issued pursuant to Section 2 of
this series resolution.
State means the State of Washington.
Underwriters means, collectively, Siebert Williams Shank & Co., LLC, Goldman Sachs
& Co. LLC, and Stern Brothers & Co.
Underwritten Bonds means the Series 2026 First Lien Bonds, if any, sold by negotiated
sale to the Underwriters pursuant to Section 15 of this series resolution.

-9-

Rules of Interpretation. 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
particular 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 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;
(c)

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 copies 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;
(d)

All references herein to "articles," "sections" and other subdivisions or clauses are

to the corresponding articles, sections, subdivisions or clauses hereof; and
(e)

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 2.

Purpose and Authorization of Series 2026 First Lien Bonds. The Port is

hereby authorized to issue and sell one or more series of first lien revenue bonds in an aggregate
principal amount not to exceed $70,000,000 (the "Series 2026 First Lien Bonds"). The proceeds
of the Series 2026 First Lien Bonds shall be used (i) to defease and/or refund the Refunded
Bonds and (ii) to pay all or a portion of the costs incidental to the foregoing and to the issuance
of the Series 2026 First Lien Bonds.
-10-

Section 3.
(a)

Series 2026 First Lien Bond Details.

Series 2026 First Lien Bonds. The Series 2026 First Lien Bonds shall be issued in

one or more series, shall be designated as "Port of Seattle First Lien Revenue Refunding Bonds,
Series 2026," with such description and additional designations for each series for identification
purposes as may be approved by the Designated Port Representative. The Series 2026 First Lien
Bonds of each series shall be fully registered as to both principal and interest and shall be sold as
either Underwritten Bonds or Direct Purchase Bonds.
(b)

Underwritten Bonds. Underwritten Bonds shall be issued in denominations of

$5,000, or any integral multiple thereof, within a series and maturity; shall be numbered
separately in such manner and with any additional designations as the Bond Registrar deems
necessary for purposes of identification; shall bear interest payable on the dates set forth in the
applicable Sale Document; and shall be subject to optional and/or mandatory redemption and
mature on the dates and in the principal amounts as set forth in the applicable Sale Document.
(c)

Direct Purchase Bonds. Direct Purchase Bonds shall be dated as of the date of

delivery to the Direct Purchaser, shall be in one denomination, and shall mature on the date set
forth in the applicable Sale Document. Direct Purchase Bonds shall bear interest from the dated
date or the most recent date to which interest has been paid at the interest rate set forth in the
applicable Sale Document. Interest on the principal amount of Direct Purchase Bonds shall be
calculated per annum on a 30/360 basis, or as otherwise provided in the applicable Sale
Document. Principal of and interest on Direct Purchase Bonds shall be payable at the times and
in the amounts set forth in the payment schedule attached to the Direct Purchase Bond.
(d)

Limited Obligations. The Series 2026 First Lien Bonds shall be obligations only

of the Series 2026 First Lien Bond Fund and shall be payable and secured as provided in the
-11-

Master Resolution and this series resolution. The Series 2026 First Lien Bonds do not constitute
an indebtedness of the Port within the meaning of the constitutional and statutory provisions and
limitations of the laws of the State.
Section 4.
(a)

Redemption and Purchase.

Optional Redemption. The Series 2026 First Lien Bonds of each series may be

subject to optional redemption and/or prepayment on the dates, at the prices and under the terms
set forth in the Sale Document relating to such series, as approved by the Executive Director
pursuant to Section 15 of this series resolution.
(b)

Mandatory Redemption. The Series 2026 First Lien Bonds of each series may be

subject to mandatory redemption to the extent, if any, set forth in the Sale Document relating to
such series, as approved by the Executive Director pursuant to Section 15 of this series
resolution.
(c)

Purchase of Series 2026 First Lien Bonds. The Port reserves the right to use at

any time the proceeds of refunding bonds, any surplus Gross Revenue available after providing
for the payments required by paragraphs First through Fifth of Section 2(a) of the Master
Resolution, including the payments required by paragraphs First through Eleventh of the priority
for use of Gross Revenue set forth in the Intermediate Lien Master Resolution, and/or any other
legally available funds to purchase any of the Series 2026 First Lien Bonds offered to the Port at
any price deemed reasonable to the Designated Port Representative. Any Series 2026 First Lien
Bonds so purchased shall be cancelled if delivered to the Registrar. If any Series 2026 First Lien
Bonds so purchased are term bonds, the Port may allocate the principal amount of the purchased
Series 2026 First Lien Bonds to the principal amortization schedule of those term bonds.

-12-

(d)

Selection of Series 2026 First Lien Bonds for Redemption. If Series 2026 First

Lien Bonds are designated for optional redemption or purchase pursuant to Section 4(c), the
series, maturities, and interest rates of such Series 2026 First Lien Bonds shall be selected by the
Port. In the event that Series 2026 First Lien Bonds are designated for redemption or purchase
pursuant to Section 4(c), the Port may designate which sinking fund installments or portions
thereof, are to be reduced as allocated to such redemption or purchase. If any Underwritten
Bonds to be redeemed (optional, mandatory, or pursuant to Section 4(c) hereof) are then held in
book-entry-only form, the selection of such Underwritten Bonds 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 Underwritten Bonds to be redeemed are no longer held in book-entry-only form, the
selection of such Underwritten Bonds to be redeemed shall be made in the following manner. If
the Port redeems at any one time fewer than all of the Underwritten Bonds having the same
maturity date and interest rate within a series, the particular Underwritten Bonds or portions of
Underwritten Bonds to be redeemed within the series, maturity, and interest rate shall be selected
by lot (or in such other random manner determined by the Registrar) in increments of $5,000,
provided that the Port may allocate the principal amount of the Underwritten Bonds so redeemed
to the principal amortization scheduled of those term bonds. In the case of an Underwritten
Bond within a series, maturity, and interest rate of a denomination greater than $5,000, the Port
and Registrar shall treat each Underwritten Bond of the applicable series, maturity and interest
rate as representing such number of separate Underwritten Bonds each of the denomination of
$5,000 as is obtained by dividing the actual principal amount of such Underwritten Bonds of the
applicable series, maturity, and interest rate by $5,000. In the event that only a portion of the
-13-

principal amount of an Underwritten Bond is redeemed, upon surrender of such Underwritten
Bond at the principal office of the Registrar there shall be issued to the Registered Owner,
without charge therefor, for the then-unredeemed balance of the principal amount thereof an
Underwritten Bond or, at the option of the Registered Owner, an Underwritten Bond of like
series, maturity, and interest rate in any of the denominations herein authorized.
Notwithstanding the foregoing, the manner of selection of Series 2026 First Lien Bonds for
redemption may be set forth in the Sale Document relating to such series and as approved by the
Designated Port Representative.
(e)

Notice of Redemption. Notice of any prepayment of Direct Purchase Bonds shall

be provided by the Port to the Direct Purchaser as provided in the applicable Sale Document.
Written notice of any redemption of Underwritten Bonds prior to maturity shall be given by 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 Registered Owners of Underwritten
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 the Underwritten Bonds are in book-entry only form, notice of redemption
shall be given to Beneficial Owners of Underwritten 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.

-14-

Each notice of redemption (which notice in the case of optional redemption may be
conditional and/or may be rescinded at the option of the Port) prepared and given by the
Registrar to Registered Owners of Underwritten Bonds shall contain the following information:
(1) the date fixed for redemption, (2) the redemption price, (3) if fewer than all outstanding
Underwritten 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 Underwritten
Bonds to be redeemed, (4) whether, in the case of optional 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 Underwritten 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 Underwritten Bonds on the date fixed for
redemption the redemption price will become due and payable upon each Underwritten 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 rescinded) interest shall cease to
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 Underwritten Bonds, (6) that the Underwritten Bonds
are to be surrendered for payment at the principal office of the Registrar, (7) the CUSIP numbers
of all Underwritten Bonds being redeemed, (8) the dated date of the Underwritten Bonds being
redeemed, (9) the rate of interest for each Underwritten Bond being redeemed, (10) the date of
the notice, and (11) any other information deemed necessary by the Registrar to identify the
Underwritten Bonds being redeemed.

-15-

Upon the payment of the redemption price of Underwritten Bonds being redeemed, each
check or other transfer of funds issued for such purpose shall bear the CUSIP number
identifying, by issue, series, and maturity, the Underwritten Bonds being redeemed with the
proceeds of such check or other transfer, or in the case of a payment to DTC shall be
accompanied by an informational communication evidencing the CUSIP and related
informational details with respect to each security being paid by wire transfer.
(f)

Effect of Redemption.

Unless the Port has rescinded a notice of optional

redemption (or unless the Port provided a conditional notice of optional redemption and the
conditions for the optional redemption set forth therein are not satisfied), the Underwritten Bonds
to be redeemed shall become due and payable on the date fixed for redemption, and the 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
Underwritten Bonds to be redeemed. If and to the extent that funds have been provided to the
Registrar for the redemption of Underwritten Bonds, then from and after the date fixed for
redemption for such Underwritten Bond or portion thereof, interest on each such Underwritten
Bond shall cease to accrue and such Underwritten 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
designated to receive notices, may be amended by additions, deletions and changes to maintain
compliance with duly promulgated regulations and recommendations regarding notices of
redemption of municipal securities.

-16-

(h)

Exchange of Underwritten Bonds. Nothing herein shall prevent the Port from

negotiating an exchange of a validly delivered Underwritten Bond by the owner thereof for a
different validly delivered Port bond. Any such exchange shall be described in a subsequent
authorizing resolution.
Section 5.
(a)

Registration, Exchange and Payments.

Underwritten Bonds.

The terms of this Section 5(a) shall apply to any

Underwritten Bonds unless otherwise provided for in the applicable Sale Document.
(1)

Registrar/Bond Register. The Port hereby specifies and adopts the system

of registration and transfer for the Underwritten Bonds approved by the Washington State
Finance Committee, which uses the fiscal agent of the State, for the purposes of registering and
authenticating the Underwritten Bonds, maintaining the Bond Register and effecting transfer of
ownership of the Underwritten Bonds (the "Registrar"). The Registrar shall keep, or cause to be
kept, at its principal corporate trust office, sufficient records for the registration and transfer of
the Underwritten 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
Registrar 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. The Registrar is authorized,
on behalf of the Port, to authenticate and deliver Underwritten Bonds transferred or exchanged in
accordance with the provisions of such Underwritten Bonds and this series resolution and to
carry out all of the Registrar's powers and duties under this series resolution. The Registrar shall
-17-

be responsible for its representations contained in the Certificate of Authentication for the
Underwritten Bonds.
(2)

Registered Ownership.

Except as provided in the last sentence of

Section 5(a)(3) or the Continuing Disclosure Undertaking authorized pursuant to Section 17 of
this series resolution, the Port and the Registrar may deem and treat the Registered Owner of
each Underwritten 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 Underwritten
Bond shall be made only as described in subsection (7) of this Section 5(a), but the transfer of
such Underwritten Bond may be registered as herein provided. All such payments made as
described in subsection (7) of this Section 5(a) shall be valid and shall satisfy the liability of the
Port upon such Underwritten Bond to the extent of the amount or amounts so paid.
(3)

DTC Acceptance/Letter of Representations.

The Underwritten Bonds

shall initially be held in fully immobilized form by DTC acting as depository. To induce DTC to
accept the Underwritten Bonds as eligible for deposit at DTC, the Port has heretofore executed
and delivered to DTC the Letter of Representations.
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 Underwritten
Bonds for the accuracy of any records maintained by DTC (or any successor 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
Underwritten 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
-18-

DTC or by any DTC participant of any person to receive payment in the event of a partial
redemption of the Underwritten 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 Underwritten
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 depository) or its nominee
and shall not mean the owners of any beneficial interest in any Underwritten Bonds.
Notwithstanding the foregoing, if a Bond Insurance Policy is issued for any series or maturity of
the Underwritten Bonds and so long as the Bond Insurer is not in default under its Bond
Insurance 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.
(4)

Use of Depository.
(A)

The Underwritten Bonds shall be registered initially in the name of

CEDE & Co., as nominee of DTC, with a single Underwritten 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 Underwritten Bonds, or any portions
thereof, may not thereafter be transferred except (i) 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 applicable laws to provide the service proposed to be
provided by it; (ii) to any substitute depository appointed by the Port pursuant to
-19-

subparagraph (B) below or such substitute depository's successor or nominee; or (iii) to any
person as provided in subparagraph (D) below.
(B)

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 any 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.
(C)

In the case of any transfer pursuant to clause (i) or (ii) of

subparagraph (A) above, the Registrar shall, upon receipt of all outstanding Underwritten Bonds,
together with a written request on behalf of the Port, issue a single new Underwritten Bond for
each series and maturity then outstanding, registered in the name of such successor or substitute
depository, or its nominee, all as specified in such written request of the Port.
(D)

In the event that (i) DTC or its successor (or substitute depository

or its successor) resigns from its functions as depository, and no substitute depository can be
obtained, or (ii) the Port determines that it is in the best interest of the Beneficial Owners of the
Underwritten Bonds of any series that the Underwritten Bonds of that series be provided in
certificated form, the ownership of such Underwritten 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 supply of definitive
Underwritten Bonds of the appropriate series and maturities in certificated form, to issue
Underwritten Bonds in any authorized denominations. Upon receipt by the Registrar of all then
outstanding Underwritten Bonds of the appropriate series, together with a written request on
-20-

behalf of the Port to the Registrar, new Underwritten 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.
(5)

Registration of the Transfer of Ownership or the Exchange of

Underwritten Bonds; Change in Denominations. The transfer of any Underwritten Bond may be
registered and any Underwritten Bond may be exchanged, but no transfer of any Underwritten
Bond shall be valid unless the Underwritten Bond is surrendered to the Registrar with the
assignment form appearing on such Underwritten 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 Registrar shall cancel the surrendered Underwritten Bond, and, in
exchange for such surrendered and canceled Underwritten Bond, the Registrar shall authenticate
and deliver, without charge to the Registered Owner or transferee, a new Underwritten Bond (or
Underwritten Bonds at the option of the Registered Owner) of the same date, series, maturity and
interest rate and for the same aggregate principal amount in any authorized denomination as the
surrendered Underwritten Bond, and naming as Registered Owner the person or persons listed as
the assignee on the assignment form appearing on the surrendered Underwritten Bond. Any
Underwritten Bond may be surrendered to the Registrar, together with the assignment form
appearing on such Underwritten Bond duly executed, and exchanged, without charge, for an
equal aggregate principal amount of Underwritten 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 Underwritten Bond during a period beginning at the opening of
business on the Record Date with respect to an 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
-21-

Underwritten Bonds, after the mailing of notice of the call for redemption of such Underwritten
Bonds.
(6)

Registrar's Ownership of Underwritten Bonds.

The Registrar may

become the Registered Owner of any Underwritten Bond with the same rights it would have if it
were not the Registrar, 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 Underwritten Bonds.
(7)

Place and Medium of Payment. The principal of, premium, if any, and

interest on the Underwritten Bonds shall be payable in lawful money of the United States of
America. Interest on the Underwritten Bonds shall be calculated on the basis of a 360-day year
and twelve 30-day months. For so long as all Underwritten 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 described in the Letter of Representations.

In the event that the

Underwritten Bonds are no longer in fully immobilized form with DTC (or its successor or
alternate depository), interest on the Underwritten Bonds shall be paid by check mailed to the
Registered Owners 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 Underwritten Bonds shall be
payable by check upon presentation and surrender of such Underwritten Bonds by the Registered
Owners at the principal office of the Registrar; provided, however, that if so requested in writing
prior to the opening of business on the Record Date by the Registered Owner of at least
$1,000,000 aggregate principal amount of Underwritten Bonds of a series, interest on such

-22-

Underwritten Bonds will be paid thereafter by wire transfer on the date due to an account with a
bank located within the United States.
(b)

Direct Purchase Bonds. The terms of this Section 5(b) shall apply to any Direct

Purchase Bonds unless otherwise provided for in the applicable Sale Document.
(1)

Bond Registrar. Except as otherwise provided in the Sale Document, the

fiscal agent of the State shall act as Bond Registrar for any Direct Purchase Bonds. The Bond
Registrar is authorized, on behalf of the Port, to authenticate and deliver the Direct Purchase
Bonds if transferred or exchanged in accordance with the provisions of the Direct Purchase
Bonds and this resolution and to carry out all of the Bond Registrar's powers and duties under
this resolution with respect to Direct Purchase Bonds.
(2)

Registered Ownership. The Port and the Bond Registrar may deem and

treat the Registered Owner of any Direct Purchase Bond as the absolute owner for all purposes,
and neither the Port nor the Bond Registrar shall be affected by any notice to the contrary.
(3)

Transfer or Exchange of Registered Ownership. Direct Purchase Bonds

shall not be transferrable without the consent of the Port unless (i) the Direct Purchaser's
corporate name is changed and the transfer is necessary to reflect such change, (ii) the transferee
is a successor in interest of the Direct Purchaser by means of a corporate merger, an exchange of
stock, or a sale of assets, or (iii) such transfer satisfies requirements set forth in the Sale
Document relating to such Direct Purchase Bonds.
(4)

Place and Medium of Payment. Both principal of and interest on Direct

Purchase Bonds shall be payable in lawful money of the United States of America. Interest on
Direct Purchase Bonds shall be calculated as provided in the applicable Sale Document relating
to such Direct Purchase Bonds. Principal and interest on Direct Purchase Bonds shall be payable
-23-

by check, warrant, ACH transfer or by other means mutually acceptable to the Direct Purchaser
and the Port.
Section 6.
(a)

Series 2026 First Lien Bond Fund.

Series 2026 First Lien Bond Fund. A special fund of the Port designated the

"Port of Seattle First Lien Revenue Bond Fund, Series 2026" (the "Series 2026 First Lien Bond
Fund") is hereby authorized to be created in the office of the Treasurer for the purpose of paying
and securing the payment of the Series 2026 First Lien Bonds. The Series 2026 First Lien Bond
Fund shall be held separate and apart from all other funds and accounts of the Port and shall be a
trust fund for the owners of the Series 2026 First Lien Bonds.
The Series 2026 First Lien Bonds shall not be Covered Bonds secured by the Common
Reserve Fund maintained pursuant to the Master Resolution. The Series 2026 First Lien Bonds
shall be obligations only of the Series 2026 First Lien Bond Fund and shall be payable and
secured as provided herein. The Series 2026 First Lien Bonds do not constitute an indebtedness
of the Port within the meaning of the constitutional and statutory provisions and limitations of
the laws of the State.
(b)

Pledge and Lien. The Port hereby irrevocably obligates and binds itself for so

long as any Series 2026 First Lien Bonds remain Outstanding to set aside and pay into the Series
2026 First Lien Bond Fund from Net Revenues or money in the Revenue Fund, on or prior to the
respective dates on which the same become due:
(1)

such amounts as are required to pay the interest scheduled to become due

and redemption premium, if any, on Outstanding Series 2026 First Lien Bonds; and
(2)

such amounts as are required to pay maturing principal or principal being

redeemed of Outstanding Series 2026 First Lien Bonds.
-24-

The Port does hereby pledge and bind itself to set aside from Net Revenues, and to pay
into the Series 2026 First Lien Bond Fund the various amounts required herein to be paid into
and maintained in said funds, all within the times provided herein. Said amounts so pledged to
be paid into the Series 2026 First Lien Bond Fund are hereby declared to be a prior lien and
charge upon Gross Revenues superior to all other charges of any kind or nature whatsoever,
except for Operating Expenses and except that the amounts so pledged are of equal lien to the
lien and charge thereon of the Outstanding Parity Bonds, and to any lien and charge thereon
which may hereafter be made to pay and secure the payment of the principal of, premium, if any,
and interest on any Future Parity Bonds.
(c)

Use of Excess Money. Money in the Series 2026 First Lien Bond Fund not

needed to pay the interest or principal and interest next coming due on any Outstanding Series
2026 First Lien Bonds or to maintain required reserves therefor may be used to purchase or
redeem and retire Series 2026 First Lien Bonds within the limitations provided herein, subject to
the further limitations set forth in the Federal Tax Certificate, and in Section 2 of the Master
Resolution. Money in the Series 2026 First Lien Bond Fund, and money in the Revenue Fund of
the Port may be invested in any investments legal for port districts and, with respect to the Series
2026 First Lien Bond Fund, subject to the further limitations set forth in the Federal Tax
Certificate.
Section 7.

Defeasance. Except as otherwise set forth in the Sale Document, the

Series 2026 First Lien Bonds shall be subject to defeasance as follows. In the event that money
and/or noncallable Government Obligations maturing or having guaranteed redemption prices at
the option of the owner thereof 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 all of the
-25-

Series 2026 First Lien Bonds in accordance with their terms, are hereafter irrevocably delivered
to the Registrar for payment of such Series 2026 First Lien Bonds or set aside in a special
account and pledged to effect such redemption and retirement, and, if the Series 2026 First Lien
Bonds (or portion thereof) of such series 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 Series 2026 First Lien Bond Fund or any
account therein for the payment of the principal of, premium, if any, and interest on such Series
2026 First Lien Bonds (or portion thereof) so provided for and the Series 2026 First Lien Bonds
shall then cease to be entitled to any lien, benefit or security of the Master Resolution or this
series resolution, except the right to receive the funds so set aside and pledged and such notices
of redemption, if any, and such Series 2026 First Lien Bonds (or portion thereof) shall no longer
be deemed to be Outstanding hereunder, under the Master Resolution or under any resolution
authorizing the issuance of bonds or other indebtedness of the Port.
The Port shall provide notice of defeasance of any Series 2026 First Lien Bonds to the
Registered Owners of the Series 2026 First Lien 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 17 of this series resolution.
Section 8.
(a)

Refunding Procedures.

Application of Series 2026 First Lien Bond Proceeds. The net proceeds of the

Series 2026 First Lien 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 , together with other available funds of
the Port in the amount specified by the Designated Port Representative, shall be applied
-26-

immediately upon receipt thereof to pay and redeem the Refunded Bonds or shall be deposited at
the direction of the Treasurer with the Escrow Agent, if the Designated Port Representative has
determined that an escrow is necessary or desirable to effect the defeasance of all or a portion of
the Refunded Bonds. Any amount released from the Common Reserve Fund as a result of the
refunding of the Refunded Bonds shall be applied to pay and redeem the Refunded Bonds or as
otherwise directed by the Designated Port Representative.
(b)

Defeasance of Refunded Bonds. Subject to and in accordance with the resolutions

authorizing the issuance of the Refunded Bonds, the net proceeds of the Series 2026 First Lien
Bonds so deposited shall be applied immediately upon receipt thereof to pay and redeem the
Refunded Bonds or to purchase the Government Obligations 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
thereto under the resolutions authorizing their issuance, by providing for the payment of the
interest on the Refunded Bonds to the dates fixed for redemption and the redemption price (the
principal amount plus any premium required) on the redemption dates for the Refunded Bonds.
Subject to compliance with all conditions set forth in the respective resolutions 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 Refunded 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.
(c)

Acquired Obligations. The Acquired Obligations, if any, shall be payable in such

amounts and at such times that, together with any necessary beginning cash balance, will be
sufficient to provide for the payment of the interest on the Refunded Bonds as such becomes due
-27-

on and before the dates fixed for redemption of the Refunded Bonds, and the price of redemption
of the Refunded Bonds on the dates fixed for redemption of the Refunded Bonds.
(d)

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 portion of the Refunded Bonds and also to select a verification agent for
some or all of the Refunded Bonds.
Section 9.

Redemption of Refunded Bonds.

The Commission hereby calls the

Refunded Bonds for redemption on the redemption dates specified by the Designated Port
Representative in accordance with the provisions of the resolutions authorizing the issuance,
redemption and retirement of the Refunded Bonds, respectively, prior to their fixed maturities.
The Designated Port Representative may cause to be disseminated a conditional notice of
redemption prior to the closing and delivery of the Series 2026 First Lien Bonds and if a notice
of redemption has been disseminated, such notice may be revoked at the option 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 Series 2026 First Lien Bonds.
If so appointed, the Escrow Agent shall be authorized and directed to 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 resolutions authorizing the issuance of
such Refunded Bonds and as described in the Escrow Agreement, if any. The Treasurer is
authorized and directed to provide whatever assistance is necessary to accomplish such
-28-

redemption and the giving of irrevocable notice therefor. The costs of mailing of such notice
shall be an expense of the Port.
The Port, or the Escrow Agent on behalf of the Port, shall be authorized and directed to
pay to the fiscal agent of the State, sums sufficient to pay, when due, the payments specified in
Section 8(c) 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,
compensation 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 Series 2026 First Lien
Bonds. The Escrow Agreement, if any, shall be in form and substance satisfactory to the
Designated Port Representative and the Escrow Agent.
Section 10.

Tax Covenants. The Port will take all actions necessary to assure the

exclusion of interest on the Series 2026 First Lien Bonds from the gross income of the Owners of
the Series 2026 First Lien Bonds to the same extent as such interest is permitted to be excluded
from gross income under the Code as in effect on the date of issuance of the Series 2026 First
Lien Bonds, including but not limited to the following:
(a)

Federal Guarantee Prohibition. The Port will not take any action or permit or

suffer any action to be taken if the result of such action would be to cause any of the Series 2026
First Lien Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Code.

-29-

(b)

Rebate Requirement. The Port will take any and all actions necessary to assure

compliance with Section 148(f) of the Code, relating to the rebate of excess investment earnings,
if any, to the federal government, to the extent that such section is applicable to the Series 2026
First Lien Bonds.
(c)

No Arbitrage. The Port will not take, or permit or suffer to be taken, any action

with respect to the proceeds of the Series 2026 First Lien Bonds which, if such action had been
reasonably expected to have been taken, or had been deliberately and intentionally taken, on the
date of issuance of the Series 2026 First Lien Bonds would have caused the Series 2026 First
Lien Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code.
(d)

Registration Covenant.

The Port will maintain a system for recording the

ownership of each Series 2026 First Lien Bond that complies with the provisions of Section 149
of the Code until all Series 2026 First Lien Bonds have been surrendered and canceled.
(e)

Record Retention. The Port will retain its records of all accounting and

monitoring it carries out with respect to the Series 2026 First Lien Bonds for at least three years
after the Series 2026 First Lien Bonds mature or are redeemed (whichever is earlier); however, if
the Series 2026 First Lien Bonds are redeemed and refunded, the Port will retain its records of
accounting and monitoring at least three years after the earlier of the maturity or redemption of
the obligations that refunded the Series 2026 First Lien Bonds.
(f)

Compliance with Tax Certificate. The Port will comply with the provisions of the

Federal Tax Certificate with respect to the Series 2026 First Lien Bonds, which are incorporated
herein as if fully set forth herein. In the event of any conflict between this section and the
Federal Tax Certificate, the provisions of the Federal Tax Certificate will prevail.

-30-

(g)

Governmental Bonds. All or a portion of the Series 2026 First Lien Bonds may

be issued as "Governmental Bonds" subject to the private use restrictions of Section 141 of the
Code. The Port makes the following covenants with respect to the Governmental Bonds.
(1)

The Port will assure that the Governmental Bond proceeds are not so used

as to cause the Governmental Bonds to satisfy the private business tests of Section 141(b) of the
Code or the private loan financing test of Section 141(c) of the Code.
(2)

The Port will not sell or otherwise transfer or dispose of (i) any personal

property components of any projects financed or refinanced with the proceeds of the Series 2026
First Lien Bonds other than in the ordinary course of an established government program under
Treasury Regulation § 1.141-2(d)(4) or (ii) any real property components of any projects
financed or refinanced with the proceeds of the Series 2026 First Lien Bonds, unless it has
received an opinion of nationally recognized bond counsel to the effect that such disposition will
not adversely affect the treatment of interest on the Series 2026 First Lien Bonds as excludable
from gross income for federal income tax purposes.
(h)

Exempt Facility Bonds. All or a portion of the Series 2026 First Lien Bonds may

be issued as "Exempt Facility Bonds" or "AMT Bonds" meeting the requirements of Section 142
of the Code. The Port makes the following covenants with respect to the AMT Bonds.
(1)

At least 95% of the net proceeds of the AMT Bonds will be expended to

pay capital expenditures of an airport owned by a governmental unit, including storage and
training facilities and certain functionally related and subordinate facilities, all within the
meaning of Section 142 of the Code.
(2)

No net proceeds of the AMT Bonds will be used to finance the acquisition

of any property (or an interest therein) unless (1) the first use of such property was pursuant to
-31-

such acquisition or (2) the applicable rehabilitation exception contained in section 147(d)(2) of
the Code with respect to such property was met.
(3)

Less than 25 percent of the net proceeds of the AMT Bonds will be used

to refinance the acquisition of land unless such land was acquired for use or future use as an
airport, dock or wharf, and there is no other significant use of the land, pursuant to section
147(c)(3) of the Code.
(4)

No portion of the AMT Bond proceeds will be used to refinance any of the

following: an airplane, a skybox or other private luxury box, a health club facility, a facility
primarily used for gambling, or a store the principal business of which is the sale of alcoholic
beverages for consumption off premises.
(5)

Not more than two percent of the AMT Bond proceeds will be used to pay

costs of issuance.
Certain covenants of this section will survive payment in full or defeasance of the Series
2026 First Lien Bonds.
Section 11.

Lost, Stolen, or Destroyed Series 2026 First Lien Bonds. In case any

Series 2026 First Lien Bond shall be lost, stolen, or destroyed, the Registrar may execute and
deliver a new Series 2026 First Lien 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 their filing with the Port evidence satisfactory to the Port that
such Series 2026 First Lien Bond was actually lost, stolen or destroyed and of their ownership
thereof, and upon furnishing the Port and the Registrar with indemnity satisfactory to both.

-32-

Section 12.

Form of Series 2026 First Lien Bonds . The Series 2026 First Lien Bonds

shall be in substantially the form set forth in Exhibit B, attached hereto and incorporated herein
by this reference.

In the event any Series 2026 First Lien Bonds are no longer in fully

immobilized form, the form of such Series 2026 First Lien Bonds may be modified to conform to
printing requirements and the terms of this series resolution.
Section 13.

Execution. The Series 2026 First Lien Bonds shall be executed 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 imprinted or otherwise reproduced thereon. In case
either of the officers of the Port who shall have executed the Series 2026 First Lien Bonds shall
cease to be such officer or officers of the Port before the Series 2026 First Lien Bonds so signed
shall have been authenticated or delivered by the Registrar, or issued by the Port, such Series
2026 First Lien 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 2026 First Lien Bond
may also be signed and attested on behalf of the Port by such persons as at the actual date of
execution of such Series 2026 First Lien Bond shall be the proper officers of the Port although at
the original date of such Series 2026 First Lien Bond any such person shall not have been such
officer.
Only such Series 2026 First Lien 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 resolution. Such
Certificate of Authentication shall be conclusive evidence that the Series 2026 First Lien Bonds
-33-

so authenticated have been duly executed, authenticated and delivered hereunder and are entitled
to the benefits of this series resolution.
Section 14.
(a)

Additional Covenant; Defaults and Remedies.

Disposal of Income Properties. In the event of voluntary or involuntary sale,

lease, or other conveyance, transfer or disposal of all or substantially all of the marine and
aviation properties, assets or facilities, the Port shall require that contemporaneously with such
disposition, there shall be paid into a special fund a sum which shall be sufficient to defease all
Series 2026 First Lien Bonds then Outstanding; provided, however, that such defeasance will not
be required so long as the Port maintains primary responsibility for the management and
operation of the affected facilities and provided further that all Gross Revenue from such
facilities continues to be pledged to all Series 2026 First Lien Bonds then Outstanding.
(b)

Defaults and Remedies. The Port hereby finds and determines that the failure or

refusal of the Port or any of its officers to perform the covenants and obligations of this series
resolution will endanger the operation of the Facilities and the application of Gross Revenue and
such other moneys, funds and securities to the purposes herein set forth. Any one or more of the
following shall constitute a Default under this series resolution:
(1)

The Port shall fail to make payment of the principal of any Series 2026

First Lien Bond when the same shall become due and payable whether by maturity or scheduled
redemption prior to maturity; or
(2)

The Port shall fail to make payments of any installment of interest on any

Series 2026 First Lien Bond when the same shall become due and payable; or

-34-

(3)

The Port shall default in the observance or performance of any other

covenants other than conditions, or agreements on the part of the Port contained in Section 16 of
this series resolution, and such default shall have continued for a period of 90 days.
In determining whether a payment default has occurred or whether a payment on the
Series 2026 First Lien Bonds has been made under this series resolution, no effect shall be given
to payments made under the Bond Insurance Policy, if any.

Upon the occurrence and

continuation of any Default, the Registered Owners of the Series 2026 First Lien Bonds shall be
entitled to exercise the remedies specified in Section 21 of the Master Resolution; but only with
respect to the Series 2026 First Lien Bonds.
Section 15.
(a)

Sale of Series 2026 First Lien Bonds.

Series 2026 First Lien Bond Sale. The Series 2026 First Lien Bonds shall be sold

to the Underwriters in one or more series pursuant to the terms of the applicable Sale
Document(s). The Designated Port Representative is hereby authorized to negotiate terms for
the purchase of the Series 2026 First Lien Bonds and to execute one or more Sale Documents,
with such terms (including the designation of the Refunded Bonds) as are approved by the
Executive Director pursuant to this section and consistent with this series resolution and the
Master Resolution. The Commission has determined that it is in the best interest of the Port to
delegate to the Executive Director for a limited time the authority to designate some or all of the
Refunding Candidates as Refunded Bonds, to approve the number of series of Series 2026 First
Lien Bonds, and to approve the method of sale, date of sale, interest rates, maturity dates,
aggregate principal amount, principal maturities, and redemption terms for each series of the
Series 2026 First Lien Bonds.

-35-

(b)

Sale Parameters. The Executive Director is hereby authorized to designate some

or all of the Refunding Candidates as Refunded Bonds, to approve the number of series of Series
2026 First Lien Bonds, and to approve the method of sale, date of sale, interest rates, maturity
dates, aggregate principal amount, principal maturities, and redemption terms for each series of
the Series 2026 First Lien Bonds in the manner provided herein so long as:
(1)

the aggregate principal amount of the Series 2026 First Lien Bonds does

not exceed $70,000,000;
(2)

the true interest cost for the Series 2026 First Lien Bonds does not exceed

4.5% per annum; and
(3)

the Series 2026 First Lien Bonds conform to all other terms of this series

resolution and the Master Resolution.
(c)

Sale Document. Subject to the terms and conditions set forth in this section, the

Designated Port Representative is hereby authorized to execute the final form of the Sale
Document for each series of Series 2026 First Lien Bonds, upon the Executive Director's
approval of the Refunded Bonds, tax status of each series, number of series, method of sale, date
of sale, interest rates, maturity dates, aggregate principal amount, principal maturities, and
redemption terms set forth therein. Following the execution of such a Sale Document, the
Executive Director or Designated Port Representative shall provide a report to the Commission,
describing the final terms of the Series 2026 First Lien Bonds approved pursuant to the authority
delegated in this section. The authority granted to the Designated Port Representative and the
Executive Director by this section shall expire on June 23, 2027. If a Sale Document for the
Series 2026 First Lien Bonds of a series has not been executed by June 23, 2027, the
authorization for the issuance of the Series 2026 First Lien Bonds of such series shall be
-36-

rescinded, and the Series 2026 First Lien Bonds shall not be issued nor their sale approved unless
the Series 2026 First Lien Bonds shall have been reauthorized by resolution of the Commission.
The resolution reauthorizing the issuance and sale of the Series 2026 First Lien Bonds may be in
the form of a new series resolution repealing this series resolution in whole or in part (only with
respect to the Series 2026 First Lien Bonds not issued) or may be in the form of an amendatory
resolution approving a Sale Document or extending or establishing new terms and conditions for
the authority delegated under this section.
(d)

Delivery of the Series 2026 First Lien Bonds. Upon the adoption of this series

resolution, the Designated 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 2026 First Lien Bonds to the Underwriters or
Direct Purchaser, as applicable, including the execution of all closing certificates and documents
required to effect the closing and delivery of the Series 2026 First Lien Bonds in accordance with
the terms of the Sale Document, and for the proper application and use of the proceeds of sale of
the Series 2026 First Lien Bonds.

In furtherance of the foregoing, the Designated Port

Representative is authorized to approve and enter into agreements for the payment of costs of
issuance, including Underwriters' discount, the fees and expenses specified in the Sale
Document, including fees and expenses of the Underwriters or Direct Purchaser and other
retained services, including Bond Counsel, disclosure counsel, rating agencies, fiscal agent,
escrow agent verification agent, financial advisory services, independent consultant, and other
expenses customarily incurred in connection with the issuance and sale of bonds.
(e)

Preliminary and Final Official Statements. The Designated Port Representative is

authorized to ratify, execute, deliver and approve for purposes of the Rule, on behalf of the Port,
-37-

the final official statement(s), to approve, deem final and deliver any preliminary official
statement, and to approve any supplement thereto relating to the issuance and sale of
Underwritten Bonds and the distribution of Underwritten Bonds pursuant thereto with such
changes, if any, as may be deemed by them to be appropriate
Section 16.

Compliance with Parity Conditions. The Commission hereby finds and

determines as required by Section 5 of the Master Resolution, as follows:
First: The Port is not and has not been in default of its covenant under Section 7 of the
Master Resolution for the immediately preceding fiscal year (2025); and
Second: The Commission has been assured that prior to the issuance and delivery of the
Series 2026 First Lien Bonds, the Port will meet the conditions set forth in Section 6 of the
Master Resolution and/or will deliver a certificate (prepared as prescribed by the Master
Resolution) demonstrating fulfillment of the Coverage Requirement, commencing on the first
full fiscal year following the earlier of (1) the Date of Commercial Operation of the Facilities to
be financed with the proceeds of the Series 2026 First Lien Bonds as reasonably estimated by the
Port or (2) the date on which any portion of interest on the Series 2026 First Lien Bonds will not
be paid from the proceeds thereof and for the following two fiscal years.
The limitations contained in the conditions provided in Section 5 of the Master
Resolution having been complied with, the payments required herein to be made out of the Net
Revenues to pay and secure the payment of the principal of, premium, if any, and interest on the
Series 2026 First Lien Bonds shall constitute a lien and charge upon such Net Revenues equal in
rank to the lien and charge thereon of the Outstanding Parity Bonds.
Section 17.

Undertaking to Provide Ongoing Disclosure.

The Designated Port

Representative is authorized to, in their discretion, execute and deliver a Continuing Disclosure
-38-

Undertaking providing for an undertaking by the Port to assist the Underwriters in complying
with the Rule.
Section 18.

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 2026 First Lien
Bonds may be insured by the issuance of the Bond 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 19.

Resolution and Laws a Contract with the Series 2026 First Lien Bond

Owners. This series resolution is adopted under the authority of and in full compliance with the
Constitution and laws of the State. In consideration of the purchase and ownership of the Series
2026 First Lien Bonds, the provisions of this series resolution and of said laws shall constitute a
contract with the owners of the Series 2026 First Lien Bonds, and the obligations of the Port and
its Commission under said laws and under this series resolution shall be enforceable by any court
of competent jurisdiction; and the covenants and agreements herein and in the Series 2026 First
Lien Bonds set forth shall be for the equal benefit of the owners of the Series 2026 First Lien
Bonds.
Section 20.

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
competent 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
-39-

and agreements in this series resolution and shall in no way affect the validity of the other
provisions of this series resolution or of any Parity Bonds.
Section 21.

Effective Date. This series resolution shall be effective immediately upon

its adoption.
ADOPTED by the Port Commission of the Port of Seattle at a duly noticed meeting
thereof, held this 23rd day of June, 2026, and duly authenticated in open session by the
signatures of the Commissioners voting in favor thereof.
PORT OF SEATTLE

Commissioners

-40-

EXHIBIT A
REFUNDING CANDIDATES
Port of Seattle First Lien Revenue Refunding Bonds, Series 2016B (AMT)(1)
Maturity Dates
(October 1)

Principal
Amounts

Interest
Rates

2026
2027
2028
2029
2030
2031
2032

$ 9,295,000
9,755,000
10,245,000
10,760,000
11,295,000
11,860,000
12,450,000

5.00%
5.00
5.00
5.00
5.00
5.00
5.00

______________
(1)

Callable at any time on and after April 1, 2026, 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.

A-1

EXHIBIT B
FORM OF BOND
[DTC LEGEND] [TRANSFER RESTRICTIONS]
NO. ______

UNITED STATES OF AMERICA

$____________

STATE OF WASHINGTON
PORT OF SEATTLE
FIRST LIEN REVENUE REFUNDING BOND, SERIES 2026 (AMT)

Maturity Date:

_________, _____

[CUSIP No.] _______

Interest Rate:
Registered Owner:
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 assigns, on the Maturity Date identified above, solely from
the special fund of the Port known as the "Port of Seattle First Lien Revenue Bond Fund, Series
2026" (the "Series 2026 First Lien Bond Fund") created by Resolution No. 3850 (together with
Resolution No. 3059, as amended, and as amended and restated by Resolution No. 3577,
the "Bond Resolution") the Principal Amount indicated above and to pay interest thereon from
the Series 2026 First 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. Principal of and accrued interest on this bond shall be payable in lawful
money of the United States of America on the dates set forth in the payment schedule attached
hereto.] [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 assigns, on the Maturity Date identified above, solely from
the special fund of the Port known as the "Port of Seattle First Lien Revenue Bond Fund, Series
2026" (the "Series 2026 First Lien Bond Fund") created by Resolution No. 3850 (together with
Resolution No. 3059, as amended, and as amended and restated by Resolution No. 3577,
the "Bond Resolution") the Principal Amount indicated above and to pay interest thereon from
the Series 2026 First 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 _______________. The principal of, premium, if any, and interest on this bond are
payable in lawful money of the United States of America. The principal, premium, if any, and
interest shall be paid as provided in the Blanket Issuer Letter of Representations (the "Letter of
Representations") by the Port to The Depository Trust Company ("DTC"). 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.]
B-1

This bond is one of a series of bonds of the Port in the aggregate principal amount of
$__________, and is issued pursuant to the Bond Resolution to refund certain outstanding
revenue bonds. [Simultaneously herewith, the Port is issuing its Intermediate Lien Revenue
Refunding Bonds, Series 2026[A][B][C][D] [(Non-AMT)][(Private Activity - NonAMT)][(Private Activity - AMT)][(Taxable)] in the principal amount of $_________.]
Capitalized terms used and not specifically defined in this bond have the meanings given such
terms in the Bond Resolution.
The bonds of this issue maturing on and prior to ____________ are not subject to
redemption in advance of their scheduled maturity. The bonds of this issue maturing on and
after _____________ are subject to redemption at the option of the Port on and after
___________ in whole or in part on any date, and if in part, with maturities to be selected by the
Port at the price of 100% of the principal amount thereof plus accrued interest to the date fixed
for redemption.
The bonds of this series are 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.
So long as this bond is held by DTC or its nominee, the manner of selection of bonds of
this issue within a maturity for redemption and transfer of bonds and the provision of notice of
redemption shall be governed by the Letter of Representations and DTC's operational
arrangements. Except as provided in the Bond Resolution, the Port and Registrar shall deem the
person in whose name this bond is registered to be the absolute owner hereof for the purpose of
receiving payment of the principal of, premium, if any, and interest on the bond and for any and
all other purposes whatsoever.
The Port hereby covenants and agrees with the owner and holder of this bond that it will
keep and perform all the covenants of this bond and the Bond Resolution.
The Port does hereby pledge and bind itself to set aside from Gross Revenue after
payment of Operating Expenses, and to pay into the Series 2026 First Lien Bond Fund the
various amounts required by the Bond Resolution to be paid into and maintained in such Funds,
all within the times provided by said Bond Resolution. Said amounts so pledged to be paid out
of Gross Revenue into the Series 2026 First Lien Bond Fund are hereby declared to be a first and
prior lien and charge upon the Gross Revenue, subject to payment of the Operating Expenses of
the Port and equal in rank to the lien and charge upon such Gross Revenue of the amounts
required to pay and secure the payment of the Outstanding Parity Bonds, the Series 2026 First
Lien Bonds and any revenue bonds of the Port hereafter issued on a parity with the bonds of this
issue.
The Port has further bound itself to maintain all of its properties and facilities that
contribute in some measure to such Gross Revenue in good repair, working order and condition,
to operate the same in an efficient manner and at a reasonable cost, to establish, maintain and
collect rentals, tariffs, rates, fees, and charges in the operation of all of its businesses for as long
as any bonds of this issue are outstanding that will make available, for the payment of the
B-2

principal thereof and interest thereon as the same shall become due, Net Revenues (as the same
are defined in the Bond Resolution) in an amount equal to or greater than the Rate Covenant
defined in the 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 facsimile 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 or otherwise
reproduced hereon as of the ____ day of __________, 2026.
PORT OF SEATTLE
By
(SEAL)
ATTEST:
/s/
Secretary, Port Commission

B-3

/s/
President, Port Commission

[FOR UNDERWRITTEN BONDS]
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 Revenue Refunding Bonds, Series 2026 (AMT) of the Port of Seattle, dated
____________, 2026.
WASHINGTON STATE FISCAL AGENT, as
Registrar
By

Authorized Signer

[FOR DIRECT PURCHASE BONDS]
REGISTRATION CERTIFICATE
This bond is registered in the name of the Registered Owner on the books of the Port of
Seattle, in the office of the ___________ (the "Bond Registrar"), as to both principal and
interest, as noted in the registration blank below. All payments of principal of and interest on
this bond shall be made by the Port of Seattle as provided in the Bond Resolution.
Date of
Registration

Name and Address of
Registered Owner

____________ __, 2026

Signature of
Bond Registrar
___________________

PAYMENT SCHEDULE
Principal and interest on this bond shall be payable as set forth in the following schedule:
Date

Principal

Interest

B-4

Total Payment

CERTIFICATE
I, the undersigned, Secretary of the Port Commission (the "Commission") of the Port of
Seattle (the "Port"), DO HEREBY CERTIFY:
1.

That the attached Resolution No. 3850 (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
23rd day of June, 2026, and duly recorded in my office.
2.

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 out and otherwise observed, and that I am authorized to execute
this certificate.
IN WITNESS WHEREOF, I have hereunto set my hand this _______ day of
_______________, 2026.

Secretary