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<br />The City may prepay the Bond in whole or in part, at any time or from time to time, without <br />penalty or premium, by paying to the Bondholder all or part of the principal amount of the Bond, <br />together with the unpaid interest accrued on the amount of principal so prepaid to the date of such <br />prepayment. Each prepayment shall be made on such date and in such principal amount as shall be <br />specified by the City in a written notice delivered to the Bondholder not less than ten (10) business <br />days prior thereto. If such prepayment shall be for only a portion of the unpaid principal balance of <br />the Bond, such prepayment shall be applied against the obligation of the City to pay future <br />amortization installments on the Bond in the inverse order in which such amortization installments <br />shall become due. Notice having been given as aforesaid, the principal amount stated in such <br />notice shall become due and payable on the prepayment date stated in such notice; and the amount <br />of principal shall be paid (i) in case the entire unpaid balance of the principal of the Bond is to be <br />paid, upon presentation and surrender of the Bond to the office of the Paying Agent (the designated <br />corporate trust office, if the Paying Agent is not the City's Finance Department), and (ii) in case <br />only part of the unpaid balance of principal of the Bond is to be paid, upon presentation of such <br />Bond at the office of the Paying Agent (the designated corporate trust office, if the Paying Agent is <br />not the City's Finance Department) for notation thereon of the amount of principal then paid or for <br />issuance of a replacement Bond in the principal amount not redeemed. Notwithstanding the <br />provisions of clause (ii) above, so long as the Bond shall be registered in the name of the <br />Bondholder, a partial prepayment may be effected by payment to the Bondholder of the principal <br />without surrender of the Bond. If, on the prepayment date, funds for the payment of the principal <br />amount to be prepaid shall have been provided to the Paying Agent, as above provided, then from <br />and after the prepayment date interest on such principal amount of the Bond shall cease to accrue. <br />If said funds shall not have been so paid on the prepayment date with respect to principal and on the <br />next succeeding Payment Date with respect to interest, the principal amount of the Bond shall <br />continue to bear interest until payment thereof. <br /> <br />The First Tranche of the Bond shall be subject to purchase by the City in whole or in part at <br />the option of the Bondholder on December 15, 2009 at a purchase price equal to the advanced <br />principal amount of the First Tranche of the Bond then unpaid, plus interest accrued to the date of <br />purchase. In order to exercise such option, the Bondholder shall provide the City with written <br />notice thereof not later than June 15, 2009. The Second Tranche of the Bond shall be subject to <br />purchase by the City in whole or in part at the option of the Bondholder on December 30, 2009 at a <br />purchase price equal to the advanced principal amount of the Second Tranche of the Bond then <br />unpaid, plus interest accrued to the date of purchase. In order to exercise such option, the <br />Bondholder shall provide the City with written notice thereof not later than June 30, 2009. The <br />Third Tranche of the Bond shall be subject to purchase by the City in whole or in part at the option <br />of the Bondholder on January 14,2010 at a purchase price equal to the advanced principal amount <br />of the Third Tranche of the Bond then unpaid, plus interest accrued to the date of purchase. In <br />order to exercise such option, the Bondholder shall provide the City with written notice thereof not <br />later than July 15,2009. <br /> <br />(B) THE BOND ANTICIPATION NOTE. The text of the Bond Anticipation Note shall be <br />substantially in the form attached hereto as Exhibit B with such omissions, insertions and variations <br />as may be necessary and desirable, as evidenced by the City's execution thereof. <br /> <br />11 <br />