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<br />(Provisions on Reverse Side of Note) <br /> <br />This Note is transferable in accordance with the terms of the Resolution only upon the <br />books of the Issuer kept for that purpose at the principal corporate trust office of the Registrar by <br />the Registered Holder hereof in person or by such Holder's attorney duly authorized in writing, <br />upon the surrender of this Note together with a written instrument of transfer satisfactory to the <br />Registrar duly executed by the Registered Holder or such Holder's attorney duly authorized in <br />writing, and thereupon a new Note or Notes in the same aggregate principal amount shall be <br />issued to the transferee in exchange therefor, and upon the payment of the charges, if any, therein <br />prescribed. The Notes are issuable in the form of fully registered Notes, not exceeding the <br />aggregate principal amount of the Notes maturing on the same date. The Issuer, the Registrar <br />and any Paying Agent may treat the Registered Holder of this Note as the absolute owner hereof <br />for all purposes, whether or not this Note shall be overdue, and shall not be affected by any <br />notice to the contrary. The Issuer and the Registrar shall not be obligated to make any exchange <br />or transfer of the Note during the fifteen (15) days next preceding an interest payment date, or in <br />the case of any proposed redemption of the Note, then, during the fifteen (15) days next <br />preceding the date of the first mailing of notice of such redemption. <br /> <br />This Note may be prepaid by the Issuer at any time, without penalty, provided that the <br />written notice set forth below is provided to the Holder. <br /> <br />Notice of redemption, unless waived, is to be given by the Registrar by mailing an <br />official redemption notice by registered or certified mail at least two (2) days and not more than <br />60 days prior to the date fixed for redemption to the Registered Holders of the Notes to be <br />redeemed at such Holders' addresses shown on the registration books maintained by the Registrar <br />or at such other addresses as shall be furnished in writing by such Registered Holders to the <br />Registrar. Provided, however, that no defect in any such notice to any Registered Holder of the <br />Notes to be redeemed nor failure to give such notice to any such Registered Holder nor failure of <br />any such Registered Holder to receive such notice shall in any manner defeat the effectiveness of <br />a call for redemption as to all other Registered Holders of Notes to be redeemed. Notice of <br />redemption having been given as aforesaid, the Notes or portions of Notes to be redeemed shall, <br />on the redemption date, become due and payable at the redemption price therein specified, and <br />from and after such date (unless the Issuer shall default in the payment of the redemption price) <br />such Notes or portions of Notes shall cease to bear interest. <br /> <br />This Note shall be and has all the qualities and incidents of negotiable instruments under <br />the law merchant and the Uniform Commercial Code of the State, subject to the provisions of <br />registration and transfer contained herein and in the Resolution. <br /> <br />Adiustment to Interest Rate. In the event of a Determination of Taxability (defined <br />below), the Interest Rate on the Note shall be changed to the equivalent taxable rate effective <br />retroactively to the date on which such Determination of Taxability was made. Immediately <br />upon a Determination of Taxability, the Issuer agrees to pay to the Registered Holder subject to <br />such Determination of Taxability the Additional Amount (as defined herein). "Additional <br />Amount" means (i) the difference between (a) interest on the Note for the period commencing on <br />the date on which the interest on such Note (or portion thereof) loses its tax-exempt status and <br /> <br />A-4 <br />