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12316306v3 <br />-15- <br />owner thereof, be exchanged for an equal aggregate principal amount of fully registered Bonds <br />of the same series, maturity and interest rate of any authorized denominations. <br />In all cases in which the privilege of exchanging Bonds or transferring fully registered <br />Bonds is exercised, the Issuer shall execute and the Trustee shall deliver Bonds in accordance <br />with the provisions of this Indenture. For every such exchange or transfer of Bonds, whether <br />temporary or definitive, the Issuer or the Trustee may make a charge sufficient to reimburse it for <br />any tax, fee or other governmental charge required to be paid with respect to such exchange or <br />transfer, which sum or sums shall be paid by the person requesting such exchange or transfer as a <br />condition precedent to the exercise of the privilege of making such exchange or transfer. <br />Notwithstanding any other provision of this Indenture, the cost of preparing each new Bond upon <br />each exchange or transfer, and any other expenses of the Issuer or the Trustee incurred in <br />connection therewith (except any applicable tax, fee or other governmental charge) shall be paid <br />by the Borrower pursuant to the Loan Agreement. The Issuer shall not be obligated to make any <br />such exchange or transfer of Bonds during the fifteen (15) days next preceding the date of the <br />first publication or the mailing (if there is no publication) of notice of redemption in the case of a <br />proposed redemption of Bonds. The Issuer and Trustee shall not be required to make any <br />transfer or exchange of any Bonds called for redemption. <br />Neither the Trustee nor any agent shall have any responsibility or liability for any actions <br />taken or not taken by the Depository. <br />Section 2.05 Payment of Interest on Bonds; Interest Rights Preserved. Interest on any <br />fully registered Bond of any series which is payable, and is punctually paid or duly provided for, <br />on any interest payment date shall be paid to the person in whose name that Bond (or one or <br />more Predecessor Bonds) is registered at the close of business on the Regular Record Date for <br />such interest specified in the provisions of this Indenture creating such series. <br />Any interest on the Bonds which is payable, but is not punctually paid or duly provided <br />for, on any interest payment date (herein called "Defaulted Interest") shall forthwith cease to be <br />payable to the registered Holder on the relevant Regular Record Date solely by virtue of such <br />Holder having been such Holder; and such Defaulted Interest may be paid by the Trustee, at the <br />election of the Trustee in each case, as provided in Subsection A or B below: <br />A.The Trustee may elect to make payment of any Defaulted Interest on the <br />fully registered Bonds of any series to the persons in whose names such Bonds (or their <br />respective Predecessor Bonds) are registered at the close of business on a Special Record <br />Date for the payment of such Defaulted Interest, which shall be fixed in the following <br />manner. The Trustee shall fix a Special Record Date for the payment of such Defaulted <br />Interest which shall be not more than 15 nor less than 10 days prior to the date of the <br />proposed payment and not less than 10 days after the receipt by the Trustee of the funds <br />with which to make the proposed payment. The Trustee shall promptly notify the <br />Borrower and the Issuer of such Special Record Date and, at the expense of the <br />Borrower, shall cause notice of the proposed payment of such Defaulted Interest and the <br />Special Record Date therefor to be mailed, first class postage prepaid, to each registered <br />owner of a fully registered Bond at his/her address as it appears in the registration records <br />maintained by the Trustee not less than 10 days prior to such Special Record Date. The