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~ In the case of any prepayment in part pursuant to this Section 204(C), the County shall have the right 3 to select the matt-rities of the Certificates to be so prepaid and the principal amount to be prepaid 3 within each sL-ch matlirity selected by the CoLinty. a ~ (D) PREPAYMENT FROM SURPLUS PROCEEDS. The principal components evidenced by the 6 1998 Certificates shall be subject to prepayment prior to their stated due dates, in whole or in part, 7 from moneys transferred pursuant to Section 402(B)(1) ofthis Agreement from the Project Fund to 8 the 1998 Debt Service Account of the Certificate Payment Fund, any such prepayment to take place 9 on the neat Interest Payment Date for which the requisite notice of prepayment can be given and to l0 be at a prepayment price equal to the amount of the principal components to be so prepaid plus ~ ~ accrued and unpaid interest thereon to the date fixed for prepayment. In the case of any prepayment ~2 in part pursiiant to this Section 204(D), the County shall have the right to select the maturities of the t 3 Certificates to be so prepaid and the principal amount to be prepaid within each such maturity -~t selected by the County. I~ 16 (E) PREPAYNIENT UPON DETERMINATION NOT TO PROCEED ~VITH COURTHOUSE SQUARE ~ ~ PROJECT. If, on or before July 1, 1999>:`:<'' I8 19 (a) the Co~n~y: e~ercises its; ~ig~t iuider Section '? of the Developm~nt ,A~reement __ 2o to 'nat prQCeed !with tl~e consfi~uctic~n af the ~aurtho~,se ~~}uare Piraject; ar __ _ __ _ ~~ ?? (l~~ (i)',. • the District exercises its right under Section 2 of the ?3 Development Agreement to not proceed with the construction of the Courthouse Square 2~ Project; antl (ii) the!County has' elected not'to proceed'with the ecinstt~rctia~i eif the ?5 CourthQUSe Square Praject vvithvu~ the partieipation of the! Transi~ Dfstrict; ; ,6 _ __ _ _ _ _ _ _ 27 then the principal components of the 1998 Certificates will be subject to mandatory prepayment in 2s whole or ~-~ in part --- ='_:~ e~L~tr~~~~-' ' a *~- *~ ~ a a~ir-~tccorcrtcrrE~b'at cn-cnc-ccn-rr~-zrr~cc ~9 b + -'~ '~ ~ ' , any such prepayment to: (>l) be 3 I in ~nverse order' of ma:tunty anti by Ic~t within a maturit~, ~2) be at a price equal to 100% of the 3? principal components to be prepaid plus interest accruing thereon to the date fixed for prepayment; 33 and (a) ~occur on the earliest practicable date for which the Trustee can give the requisite notice 34 of redemption. 35 36 SECTION 20~. RETENTION AND CANCELLATION OF CERTIFICATES. All Certificates not 37 initially issued shall be retained in the possession of the Trustee for the purpose of issuance upon 38 subsequent eYChange. 39 40 All Certificates which have been prepaid shall be canceled by the Trustee and shall not be a l reissued. Matured Certificates delivered to the Trustee, or Certificates acquired by purchase for ~t? retirement and delivered to the Trustee, shall also be canceled. The Trustee shall cremate or ~t3 other~vise destroy canceled Certificates and deliver a certificate of cremation or other destniction to FINANCItiG AND TRUST ACREEMENT PAGE iH