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(i) If on any Interest Payment Date the Net Proceeds in the Special Allocation Fund are <br />insufficient to pay scheduled principal and accrued interest then due and owing, the amount of the <br />deficiency (the "Annual Deficiency") shall be carried forward as an amount due and owing hereunder. So <br />long as the amount of any Annual Deficiency is carried as a liability on the City's financial records with <br />respect to the Special Allocation Fund, the existence of such Deficiency shall not be deemed an event of <br />default hereunder and shall not be cause for acceleration of this Note; <br /> <br /> (ii) If on any Interest Payment Date the Net Proceeds in the Special Allocation Fund are in <br />excess of the amount required to pay the accrued interest then due and owing, all such excess Net <br />Proceeds shall be applied by the City as follows: <br /> <br /> First, to the satisfaction of all outstanding Annual Deficiencies under this Note and all other <br />Notes executed and dehvered pursuant to the Redevelopment Agreement, as the same may from time to <br />time be amended, allocated in accordance with the then outstanding principal balances thereof; <br /> <br /> Second, to prepayment of principal of this Note and all other such Notes executed and <br />delivered pursuant to the Redevelopment Agreement, as the same may from time to time be amended, <br />allocated in accordance with the then outstanding principal balances thereof, until all such Notes are <br />repaid in full; and <br /> <br />Third, to the taxing districts in the Area, as required by law; <br /> <br /> The Principal Amount of this Note is subject to redemption at the option of the City in whole at any <br />time and in part on any Interest Payment Date at a redemption price equal to 100% of the principal <br />amount to be redeemed, plus accrued interest to the date of redemption, without premium. <br /> <br /> Notice of any such redemption shall be sent by registered or certified mail not less than five (5) <br />days nor more than sixty (60) days prior to the date f~xed for redemption to the Registered Owner of this <br />Note at the address shown on the registration books of the City maintained by the Registrar or at such <br />other address as is furrushed in writing by such Registered Owner to the Registrar. <br /> <br /> This Note shall be transferable by the Registered Owner hereof or by his/her attorney duly <br />authorized in writing at the principal office of the Registrar but only upon surrender and cancellation of <br />this Note. The right to transfer, assign, or negotiate this Note shall be limited to transfer, assignment, or <br />negotiation to an "acco'edited investor", as hereinafter defined. THE OWNER HEREOF EXPRESSLY <br />AGREES, BY SUCH OWNER'S ACCEPTANCE HEREOF, THAT THE RIGHT TO TRANSFER, ASSIGN OR <br />NEGOTIATE THIS NOTE SHALL BE LIMITED TO TRANSFER, ASSIGNMENT OR NEGOTIATION TO AN <br />"ACCREDITED INVESTOR", AS THAT TERM IS USED AND DEFINED AT 17 C.F.R. SECTION 230.501. <br />Upon such transfer a new Note of authorized denomination of the same maturity and for the same <br />aggregate principal amount and bearing the same rate of interest will be issued to the transferee in <br />exchange herefor. The Registrar shall not be required to transfer this Note during the period beginning at <br />the close of business on the fifteenth day of the month immediately prior to the Maturity Date of this Note <br />nor to transfer this Note after notice calling this Note or a portion hereof for redemption has been mailed, <br />nor during a period of five (5) days next preceding mailing of a notice of redemption of this Note. <br /> <br /> This Note is issued in fully registered form in the denomination of its outstanding principal <br />amount. This Note may not be exchanged for a like aggregate principal amount of bonds of other <br />denominations. <br /> <br /> The City and the Registrar may deem and treat the Registered O~vner of this Note as the absolute <br />owner hereof for the purpose of receiving payment of or on account of principal hereof and for all other <br />purposes and neither the City nor the Registrar shall be affected by any notice to the contrary. <br /> <br /> <br />