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(a)Optional Prepayments. The Borrower may prepay the WIFIA Loan in <br />whole or in part (and, if in part, the amounts thereof to be prepaid shall be determined by the <br />Borrower; provided, however, that such prepayments shall be in principal amounts of $1,000,000 <br />or any integral multiple of $1.00 in excess thereof), from time to time, but not more than annually, <br />without penalty or premium, by paying to the WIFIA Lender such principal amount of the WIFIA <br />Loan to be prepaid, together with the unpaid interest accrued on the amount of principal so prepaid <br />to the date of such prepayment, which shall be a Payment Date unless otherwise agreed by the <br />WIFIA Lender. Each prepayment of the WIFIA Loan pursuant to this Section 9(a) shall be made <br />on such Payment Date and in such principal amount as shall be specified by the Borrower in a <br />written notice delivered to the WIFIA Lender not less than ten (10) days or more than thirty (30) <br />days prior to the date set for prepayment, unless otherwise agreed by the WIFIA Lender. At any <br />time between delivery of such written notice and the applicable optional prepayment, the Borrower <br />may, without penalty or premium, rescind its announced optional prepayment by further written <br />notice to the WIFIA Lender. Anything in this Section 9(a) to the contrary notwithstanding, the <br />failure by the Borrower to make any optional prepayment shall not constitute a breach or default <br />under this Agreement. <br />(b)Borrower’s Certificate. Each prepayment pursuant to this Section 9 shall <br />be effected pursuant to the WIFIA Supplemental Resolution and accompanied by a certificate <br />signed by the Borrower’s Authorized Representative identifying the provision of this Agreement <br />pursuant to which such prepayment is being made and containing a calculation in reasonable detail <br />of the amount of such prepayment. <br />(c)General Prepayment Instructions. Upon the WIFIA Lender’s receipt of <br />confirmation that payment in full of the entire Outstanding WIFIA Loan Balance and any unpaid <br />interest, fees and expenses with respect thereto has occurred as a result of an optional prepayment, <br />the WIFIA Lender shall surrender the WIFIA Bond to the Borrower or its representative at the <br />principal office of the WIFIA Lender. If the Borrower prepays only part of the unpaid balance of <br />principal of the WIFIA Loan, the WIFIA Lender may make a notation on Exhibit F (WIFIA Debt <br />Service) indicating the amount of principal of and interest on the WIFIA Loan then being prepaid. <br />Absent manifest error, the WIFIA Lender’s determination of such matters as set forth on Exhibit <br />F (WIFIA Debt Service)shall be conclusive evidence thereof; provided, however, that neither the <br />failure to make any such recordation nor any error in such recordation shall affect in any manner <br />the Borrower’s obligations hereunder or under any other WIFIA Loan Document. All such partial <br />prepayments of principal shall be applied to reduce future payments due on the WIFIA Loan in <br />inverse order of maturity. If such funds have not been so paid on the prepayment date, such <br />principal amount of the WIFIA Loan shall continue to bear interest until payment thereof at the <br />rate provided for in Section 6 (Interest Rate). <br />Section 10.Fees and Expenses. <br />(a)Fees. The Borrower shall pay to the WIFIA Lender: <br />(i)a servicing set-up fee equal to $10,410.00 (the “Servicing Set-Up <br />Fee”), which shall be due and payable within thirty (30) days after receipt of an invoice <br />from the WIFIA Lender with respect thereto (or, if earlier, the first disbursement date of <br />the WIFIA Loan); <br />22 <br /> <br />