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<br />as reported in the Wall Street Journal and concurred by the Purchaser and the "yield-to-maturity" of <br />the U.S. Treasury Note or Bond on the date of prepayment (c) having a maturity equal or comparable <br />to the remaining period to final maturity of the Note as reported in the Wall Street Journal and <br />concurred by the Purchaser, times the result of dividing the number of days to maturity of the Note <br />(d) by 360. Mathematical1y the prepayment penalty equation can be demonstrated as follows: <br /> <br />a' «b-c) · (d/360» = Prepayment Penalty <br /> <br />No prepayment penalty shall be due or owing hereunder if, on the date of such prepayment, the yield <br />to maturity of the U.S. Treasury Note or Bond having a maturity equal or comparable to the <br />remaining period to final maturity of the Note or Bond in effect at the time of this Note having a <br />maturity equal or comparable to the original term of this Note as reported in the Wall Street Journal <br />and concurred by the Purchaser. <br /> <br />"Prerefunded Obligations" shall mean any bonds or other obligations of any state of the <br />United States of America or of any agency, instrumentality or local governmental unit of any such <br />state (I) which are (A) not callable prior to maturity or (B) as to which irrevocable instructions have <br />been given to the fiduciary for such bonds or other obligations by the obligor to give due notice of <br />redemption and to call such bonds for redemption on the date or dates specified in such instructions, <br />(2) which are fully secured as to principal, redemption premium, if any, and interest by a fund <br />consisting only of cash or Federal Securities, secured in the manner set forth in Section 8.0 I hereof, <br />which fund may be applied only to the payment of such principal of, redemption premium, if any, <br />and interest on such bonds or other obligations on the maturity date or dates thereof or the specified <br />redemption date or dates pursuant to such irrevocable instructions, as the case may be, (3) as to <br />which the principal of and interest on the Federal Securities, which have been deposited in such fund <br />along with any cash on deposit in such fund, are sufficient, as verified by an independent certified <br />public accountant, to pay principal of, redemption premium, if any, and interest on the bonds or other <br />obligations on the maturity date or dates thereof or on the redemption date or dates specified in the <br />irrevocable instructions referred to in clause (I) above, and (4) which are rated in the highest rating <br />category of Standard & Poor's Corporation, Fitch or Moody's Investors Service. <br /> <br />"Principal Account" shall mean the separate account in the Debt Service Fund established <br />pursuant to Section 4.04 hereof. <br /> <br />"Projects" shall mean, collectively, the 2003 Project and all Additional Projects, if any. <br /> <br />"Purchaser" means SunTrust Bank as the initial purchaser of I 00% ofthe principal amount <br />of the Series 2003 Note. "Purchaser" shal1 also be deemed to include any successors or assigns of <br />Sun Trust Bank or any other institution participating in the purchase of the Series 2003 Note. <br /> <br />"Rebate Account" shall mean the separate account in the Debt Service Fund established <br />pursuant to Section 4.04 hereof. <br /> <br />9 <br />