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The Series 1983 Notes are issuable as fully registered <br />notes without coupons in the denominataion of $3,000 and any <br />larger denomination which is an integral of $1,000. Subject to <br />the limitations and upon payment of the charges provided in the <br />Indenture of Trust approved in Section 5 hereof (the "Indenture ") <br />registered Series 1983 Notes may be exchanged for like aggregate <br />principal amount of registered Series 1983 Notes of other <br />authorized denominations. <br />The Series 1983 Notes are callable for redemption in the <br />event (a) the Company shall exercise its option to prepay the <br />Promissory Note pursuant to the Loan Agreement, (b) in the event <br />of damage to or destruction of the Project or condemnation of <br />the Project, or (c) the Company becomes obligated to prepay the <br />Promissory Note pursuant to the Loan Agreement upon a <br />Determination of Taxability (as defined in the Loan Agreement). <br />If called for redemption as a result of the event referred <br />to in clause (a) above, the Series 1983 Notes shall be subject <br />to redemption by the Issuer on any Note Payment Date (as defined <br />in the Loan Agreement) in whole or in part in integral multiples <br />of $1,000 (less than all of the Series 1983 Notes to be selected <br />by lot in such manner as the Trustee may designate) at a <br />redemption price of 101% of the principal amount thereof plus <br />accrued interest to the redemption date. <br />If called for redemption as a result of the events <br />described in clause (b) above, the Series 1983 Notes outstanding <br />on the date of the occurrence of such damage to, destruction or <br />condemnation of the Project shall be subject to redemption on <br />the earliest practicable date thereafter selected by the <br />Issuer. The redemption price for each such Series 1983 Note in <br />such event shall be 100% of the principal amount thereof plus <br />accrued interest to the date of redemption. <br />If called for redemption due to the event described in <br />clause (c) above, the Series 1983 Notes outstanding on the date <br />of the occurrence of the Determination of Taxability shall be <br />called for redemption on the earliest practicable date <br />thereafter selected by the Trustee. The redemption price for <br />each such Series 1983 Note in such event shall be 100% of the <br />principal amount thereof plus accrued interest to the date of <br />redemption plus a premium equal to one (1) year's interest borne <br />by such Series 1983 Note for each twelve (12) month period or <br />part thereof elapsed between the date of the occurrence of the <br />Event of Taxability (as defined in the Loan Agreement) and the <br />date of redemption. <br />In addition, the Company shall deposit with the Trustee an <br />amount equal to one (1) year's interest borne by each Series <br />1983 Note not outstanding at the time of redemption due to the <br />occurrence of a Determination of Taxability but which was <br />Outstanding at the time of the Event of Taxability for each <br />twelve (12) month period or part thereof elapsed between the <br />Event of Taxability and the date such Series 1983 Notes were <br />paid or redeemed. Anyone who was an owner of a Series 1983 Note <br />both at or after the time of the Event of Taxability and at or <br />before the maturity or redemption thereof prior to the aforesaid <br />redemption date shall, upon presentation to the Trustee in <br />writing of proof satisfactory to the Trustee that he was a <br />holder of such Series 1983 Note at such times, be entitled to a <br />pro rata amount, based upon the period he was an owner of such <br />Series 1983 Note, of the premium so deposited. Any moneys <br />deposited and held by the Trustee for the benefit of claimants, <br />if any, for five years after the date upon which so deposited <br />shall be repaid to the Company, and thereupon and thereafter no <br />claimant shall have any rights to or in respect of such moneys. <br />The Series 1983 Notes shall be executed on behalf of the <br />City with the facsimile signature of the Mayor and attested with <br />the facsimile signature of the City Clerk and the corporate seal <br />-3- <br />