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~ ':'j , , . numbered No. R-l, upward, bearing interest as above set forth, and maturing serially on February 1 without option of prior payment in the years and a aunts as follows: Year Amount Amount 2004 2005 $455,000 450,000 $455,000 Section 2. Registration and Payment. 2.01. Registered Form. The Certificates will be iss ed only in fully registered form. The interest thereon and, upon surrender of each Certificat , the principal amount thereof, is payable by check or draft issued by the Registrar described he ein. 2.02. Dates; Interest Payment Dates. Each Certificate will be dated as of the last interest payment date preceding the date of authentication to hich interest on the Certificate has been paid or made available for payment, unless (i) the d te of authentication is an interest payment date to which interest has been paid or made availa Ie for payment, in which case the Certificate will be dated as of the date of authentication, or (i ) the date of authentication is prior to the first interest payment date, in which case the Certific te will be dated as of the date of original issue. The interest on the Certificates is payable 0 February 1 and August 1 of each year, commencing February 1, 2004, to the registered ow ers of record as of the close of business on the fifteenth day of the immediately preceding onth, whether or not that day is a business day. 2.03. Registration. The City will appoint a bond re istrar, transfer agent, authenticating agent and paying agent (Registrar). The effect of registrati n and the rights and duties of the City and the Registrar with respect thereto are as follows: (a) Register. The Registrar must keep at its principal corporate trust office a bond register in which the Registrar provides fo the registration of ownership of Certificates and the registration of transfers and exc anges of Certificates entitled to be registered, transferred or exchanged. (b) Transfer of Certificates. Upon surren er for transfer of a Certificate duly endorsed by the registered owner thereof or acco panied by a written instrument of transfer, in form satisfactory to the Registrar, dul executed by the registered owner thereof or by an attorney duly authorized by the regi tered owner in writing, the Registrar will authenticate and deliver, in the name of the des' gnated transferee or transferees, one or more new Certificates of a like aggregate princip I amount and maturity, as requested by the transferor. The Registrar may, however, cl se the books for registration of any transfer after the fifteenth day of the month prece ing each interest payment date and until that interest payment date. SJB.238958v! NE136.188