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,?..., <br />.? <br />specified, only upon surrender of this Note to the Mortgagee and the <br />issuance by the Issuer, at the request of the Mortgagee of a new instru- <br />ment or instruments to the Holder. <br />This Note is transferable pursuant to the Note Legislation by the <br />Holder only with the surrender of this Note to the Mortgagee and re- <br />issuance by the Issuer to the new Holder or the issuance by the Issuer <br />of a new instrument to the new holder, together with written notice of <br />such transfer given to the Issuer and the Owner; provided, however, that <br />each Holder hereof by its acceptance hereof agrees that it shall not <br />transfer this Note except in compliance with all applicable federal and <br />state securities laws. <br />This Note is subject to prepayment in whole or in part without <br />penalty prior to stated maturity at anytime in the event of exercise by <br />the Owner of its option to prepay the Loan Payments as provided in Sec- <br />tion 8.1 of the Agreement, <br />This Note is also subject to prepayment in whole or in part with- <br />out penalty prior to stated maturity in the event of exercise by the <br />Owner on any Optional Prepayment Date (being April 1 in the years 1989, <br />1994 and 1999) of its option to prepay the Loan Payments as provided in <br />Section 8.3 of the Agreement. <br />This Note is also subject to prepayment in whole or in part prior <br />to stated maturity in the event of exercise by the Owner of its option <br />to prepay Loan Payments as provided in Section 8.4 of the Agreement, at <br />a prepayanent price (expressed as percentages of the principal amount to <br />be prepaid) determined in each year of any Interest Period as follows: <br />Year of Interest Period <br />First Year <br />Second Year <br />Third Year <br />Fourth Year <br />Fifth Year <br />Prepayment Price <br />105% <br />105% <br />1037 <br />1037: <br />ioox <br />(in each case <br />plus accrued <br />interest to <br />date of pre- <br />payment) <br />This Note is subject to mandatory prepayment (a) in the event a <br />default shall have occurred under the Agreement and the Issuer, with the <br />prior writ[en consent of the Mortgagee, or the Mortgagee acting alone, <br />shall have elected to declare all Loan Payments and Additional Payments <br />immediately due and payable, or (b) in the event the Agreement shall <br />have become void, unenforceable or impossible of performance (other than <br />as provided in Section 6.8 thereof) in accordance with the intent and <br />purposes of the parties as expressed in the Agreement by reason of any <br />changes in the Constitutfon of the State or the Constitution of the <br />United States of America or by reason of legislative or adminietrative <br />action (whether state or federal) or any final decree, judgment or <br />order of any court or administrative body (whether state or federal) <br />entered after the contest thereof by the Issuer or the Owner in good <br />38