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I 88- 101583 Whenever less than all of the Bonds of Series J are to be redeemed, the Corporate Trustee shall select, in the manner provided in Section 3.03 of the Indenture, the particula.r Bonds of Series J or portions of such Bonds to be redeemed and shall notify the Company in writing of the numbers and principal amounts of the Bonds or portions thereof. so selected. The Company shall give the Corporate Trustee written notice at least 50 days (or such lesser period as shall be acceptable to the Corporate Trustee) prior to any redemption date selected by the Company of the aggregate principal amount of Bonds of Series J to be redeemed. The Company shall not be required to and, if so requested by the Corporate Trustee, shall not (i) issue, transfer or exchange any Bonds of Series J during a period beginning at the opening of business 15 days before any selection of Bonds of Series J for redemption and ending at the close of business on the date of such selection or (ii) transfer or exchange any Bond of Series J or portion thereof so selected for redemption; and the Corporate Trustee shall not be required to authenticate and deliver any Bonds of Series J during the period specified in (1) above. The provisions of Sections 3.04 to 3.08, inclusive, of the Indenture shall, so far as applicable, apply to and govern the redemption of Bonds of Series J, except that any installment of interest which by the terms of the Bonds of Series J is due and payable on any Interest Payment Date occurring on or prior to a redemption date shall be payable to the persons in whose names the Bonds of Series J were registered on the relevant Record Date, and except as otherwise expressly provided in this Fifteenth Supplemental Indenture. SECTION 1.03 The Bonds of Series J shall not be entitled to any sinking fund. SECTION 1.04 The Bonds of Series J and the Corporate Trustee's certificate of authentication to be endorsed thereon shall be substantially in the following forms, respectively: [Form of Face of Bond of Series J] BURLINGTON NORTHERN RAILROAD COMPANY CONSOLIDATED MORTGAGE 10% BOND, SERIES J, DUE 1997 BURLINGTON NORTHERN RAILROAD COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the "Company"), for value received, hereby promises to pay to -4- r i I , ! L ~ ;, ~ L