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<br />NOTICE: The assignorfs signature to this assignment must correspond with the
<br />name as it appears upon the face of the within bond in every particular, without
<br />alteration or enlargement or any change whatever.
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<br /> Certificated Bonds issuable hereunder shall be in substantially the form
<br />of the Bonds registered in the name of Cede & Co. with such changes as are
<br />necessary to reflect the provisions of this resolution that are applicable to
<br />Certificated Bonds.
<br /> Section 4. The Bonds maturing prior to March 1, 2004 will not be subject
<br />to redemption prior to maturity. The Bonds maturing on March 1, 2004 and
<br />thereafter will be redeemable, at the option of the Issuer, from any moneys that
<br />may be made available for such purpose, either in whole or in part on any date
<br />not earlier than March 1, 2003, at the principal amount of the Bonds to be
<br />redeemed, together with interest accrued thereon to the date fixed for
<br />redemption, plus a redemption premium of 1/2 of 1% of the principal amount of
<br />each Bond to be redeemed for each period of 12 months or part thereof between the
<br />redemption date and the maturity date of such Bond, such premium not to exceed
<br />2% of such principal amount.
<br /> If less than all of the Bonds of any one maturity shall be called for
<br />redemption, the particular Bonds or portions of Bonds of such maturity to be
<br />redeemed shall be selected by lot in such manner as the Issuer in its discretion
<br />may determine; provided, however, that the portion of any Bond to be redeemed
<br />shall be in the principal amount of $5,000 or some multiple thereof and that, in
<br />selecting Bonds for redemption, each Bond shall be considered as representing
<br />that number of Bonds which is obtained by dividing the principal amount of such
<br />Bond by $5,000, and, further, that DTC will determine by lot the amount of
<br />interest of each direct participant of DTC in such Bonds to be redeemed so long
<br />as a book-entry system with DTC is continued. If less than all of the Bonds
<br />stated to mature on different dates shall be called for redemption, the
<br />particular Bonds or portions thereof to be redeemed shall be called in the
<br />inverse order of their maturities.
<br /> Not more than sixty (60) nor less than thirty (30) days before the
<br />redemption date of any Bonds to be redeemed, whether such redemption be in whole
<br />or in part, the Issuer shall cause a notice of such redemption to be filed with
<br />the Bond Registrar and to be mailed, postage prepaid, to the registered owner of
<br />each Bond to be redeemed in whole or in part at his address appearing upon the
<br />registration books of the Issuer, provided that such notice to Cede & Co. shall
<br />be given by certified or registered mail. Failure to mail such notice or any
<br />defect therein shall not affect the validity of the redemption as regards
<br />registered owners to whom such notice was given as required hereby. Each such
<br />notice shall set forth the date designated for redemption, the redemption price
<br />to be paid and the maturities of the Bonds to be redeemed. In the event that
<br />Certificated Bonds are outstanding, each such notice to the registered owners
<br />thereof shall also set forth, if less than all of the Bonds of any maturity then
<br />outstanding shall be called for redemption, the distinctive numbers and letters,
<br />if any, of such Bonds to be redeemed and, in the case of any Bond to be redeemed
<br />in part only, the portion of the principal amount thereof to be redeemed. If any
<br />Bond is to be redeemed in part only, the notice of redemption shall state also
<br />that on or after the redemption date, upon surrender of such Bond, a new Bond or
<br />Bonds in principal amount equal to the unredeemed portion of such Bond will be
<br />issued.
<br /> On or before the date fixed for redemption, moneys shall be deposited with
<br />the Bond Registrar to pay the principal of and the redemption premium, if any,
<br />on the Bonds or portions thereof called for redemption as well as the interest
<br />accruing thereon to the redemption date thereof.
<br /> On the date fixed for redemption, notice having been given in the manner
<br />and under the conditions hereinabove provided, the Bonds or portions thereof
<br />called for redemption shall be due and payable at the redemption price provided
<br />therefor, plus accrued interest to such date. If moneys sufficient to pay the
<br />redemption price of the Bonds or portions thereof to be redeemed, plus accrued
<br />interest thereon to the date fixed for redemption, have been deposited by the
<br />Issuer to be held in trust for the registered owners of Bonds or portions thereof
<br />to be redeemed, interest on the Bonds or portions thereof called for redemption
<br />shall cease to accrue, such Bonds or portions thereof shall cease to be entitled
<br />to any benefits or security under this resolution or to be deemed outstanding,
<br />and the registered owners of such Bonds or portions thereof shall have no rights
<br />in respect thereof except to receive payment of the redemption price thereof,
<br />plus accrued interest to the date of redemption.
<br /> If a portion of a Bond shall be selected for redemption, the registered
<br /> owner thereof or his attorney or legal representative shall present and surrender
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