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First, to the satisfaction of all outstanding Annual <br />Deficiencies under this Note and all other Notes <br />executed and delivered pursuant to the Redevelopment <br />Agreement, allocated in accordance with the then <br />outstanding principal balances thereof; <br /> <br />Second, to prepayment of principal of this Note and all <br />other such Notes executed and delivered pursuant to the <br />Redevelopment Agreement, allocated in accordance with <br />the then outstanding principal balances thereof, until <br />all such Notes are repaid in full; and <br /> <br />Third, to the taxing districts in the Area, as <br />required by law; <br /> <br /> The Principal Amount of this Note is subject to redemption <br />at the option of the City in whole at any time and in part on any <br />Interest Payment Date at a redemption price equal to 100% of the <br />principal amount to be redeemed, plus accrued interest to the <br />date of redemption, without premium. <br /> <br /> Notice of any such redemption shall be sent by registered or <br />certified mail not less than five (5) days nor more than sixty <br />(60) days prior to the date fixed for redemption to the <br />Registered Owner of this Note at the address shown on the <br />registration books of the City maintained by the Registrar or at <br />such other address as is furnished in writing by such Registered <br />Owner to the Registrar. <br /> <br /> This Note shall be transferable by the Registered Owner <br />hereof or by his/her attorney duly authorized in writing at the <br />principal office of the Registrar but only upon surrender and <br />cancellation of this Note. Upon such transfer a new Note of <br />authorized denomination of the same maturity and for the same <br />aggregate principal amount and bearing the same rate of interest <br />will be issued to the transferee in exchange herefor. The <br />Registrar shall not be required to transfer this Note during the <br />period beginning at the close of business on the fifteenth day of <br />the month immediately prior to the maturity date of this Note nor <br />to transfer this Note after notice calling this Note or a portion <br />hereof for redemption has been mailed, nor during a period of <br />five (5) days next preceding mailing of a notice of redemption of <br />this Note. <br /> <br /> The right to transfer, assign, or negotiate this Note shall <br />be limited to transfer, assignment, or negotiation to any <br />accredited investor or qualified institutional investor, as such <br />terms are commonly defined from time to time by applicable state <br />and federal securities laws and regulations. <br /> <br />-28 - <br /> <br />STL-535046 <br /> <br /> <br />