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March 15, 2004 Page 399
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<br />redemption price to be paid and the maturities of the Bonds to be redeemed.
<br />In the event that Certificated Bonds are outstanding, each such notice to the
<br />registered owners thereof shall also set forth, if less than all of the Bonds
<br />of any maturity then outstanding shall be called for redemption, the
<br />distinctive numbers and letters, if any, of such Bonds to be redeemed and, in
<br />the case of any Bond to be redeemed in part only, the portion of the
<br />principal amount thereof to be redeemed. If any Bond is to be redeemed in
<br />part only, the notice of redemption shall state also that on or after the
<br />redemption date, upon surrender of such Bond, a new Bond or Bonds in
<br />principal amount equal to the unredeemed portion of such Bond will be issued.
<br /> If any Bonds or portions thereof are to be redeemed, the Bond Registrar
<br />shall open a separate account for the sole benefit of the bondholders whose
<br />Bonds are being redeemed, which account may be maintained by the Bond
<br />Registrar or by an agent. On or before the date fixed for redemption, moneys
<br />shall be deposited with the Bond Registrar in its capacity as such for
<br />deposit in such account to pay the principal of and the redemption premium,
<br />if any, on the Bonds or portions thereof called for redemption as well as the
<br />interest accruing thereon to the redemption date thereof.
<br /> On the date fixed for redemption, notice having been given in the
<br />manner and under the conditions hereinabove provided, the Bonds or portions
<br />thereof so called for redemption shall be due and payable from the moneys
<br />required to be deposited in such account at the redemption price provided
<br />therefor, plus accrued interest to such date. If moneys sufficient to pay
<br />the redemption price of the Bonds or portions thereof to be redeemed, plus
<br />accrued interest thereon to the date fixed for redemption, are held by the
<br />Bond Registrar in such account in trust for the registered owners of Bonds or
<br />portions thereof to be redeemed, interest on the Bonds or portions thereof
<br />called for redemption shall cease to accrue, such Bonds or portions thereof
<br />shall cease to be entitled to any benefits or security under this resolution
<br />or to be deemed outstanding, and the registered owners of such Bonds or
<br />portions thereof shall have no rights in respect thereof except to receive
<br />payment of the redemption price thereof, plus accrued interest to the date of
<br />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
<br />surrender such Bond to the Bond Registrar for payment of the principal amount
<br />thereof called for redemption and the redemption premium, if any, on such
<br />principal amount, and the Bond Registrar shall authenticate and deliver to or
<br />upon the order of such registered owner or his legal representative, without
<br />charge therefor, for the unredeemed portion of the principal amount of the
<br />Bond so surrendered, a Bond or Bonds of the same maturity, of any
<br />denomination or denominations authorized by this resolution and bearing
<br />interest at the same rate.
<br /> Section 8. The provisions of this Section relating to the exchange and
<br />transfer of Bonds are subject to the provisions for operation of the book-
<br />entry system provided in Section 4 of this resolution, including the
<br />immobilization of Bond certificates with a Securities Depository during the
<br />continuation of the book-entry system. Bonds, upon surrender thereof at the
<br />office of the Bond Registrar together with an assignment duly executed by the
<br />registered owner or his attorney or legal representative in such form as
<br />shall be satisfactory to the Bond Registrar, may, at the option of the
<br />registered owner thereof, be exchanged for an equal aggregate principal
<br />amount of Bonds of the same maturity, of any denomination or denominations
<br />authorized by this resolution and bearing interest at the same rate.
<br /> The transfer of any Bond may be registered only upon the registration
<br />books of the Issuer upon the surrender thereof to the Bond Registrar together
<br />with an assignment duly executed by the registered owner or his attorney or
<br />legal representative in such form as shall be satisfactory to the Bond
<br />Registrar. Upon any such registration of transfer, the Bond Registrar shall
<br />authenticate and deliver in exchange for such Bond a new Bond or Bonds,
<br />registered in the name of the transferee, of any denomination or
<br />denominations authorized by this resolution, in an aggregate principal amount
<br />equal to the unredeemed principal amount of such Bond so surrendered, of the
<br />same maturity and bearing interest at the same rate.
<br /> In all cases in which Bonds shall be exchanged or the transfer of Bonds
<br /> shall be registered hereunder, the Bond Registrar shall authenticate and
<br /> deliver at the earliest practicable time Bonds in accordance with the
<br /> provisions of this resolution. All Bonds surrendered in any such exchange or
<br /> registration of transfer shall forthwith be cancelled by the Bond Registrar.
<br /> The Issuer or the Bond Registrar may make a charge for every such exchange or
<br /> registration of transfer of Bonds sufficient to reimburse it for shipping
<br /> charges, out-of-pocket costs and any tax, fee or other governmental charge
<br /> required to be paid with respect to such exchange or registration of
<br /> transfer, but no other charge shall be made by the Issuer or the Bond
<br /> Registrar for exchanging or registering the transfer of Bonds under this
<br /> resolution. The Bond Registrar shall not be required to exchange or register
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