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201407773 <br />the Holders receive such notice, and failure to give such notice by mail, or any defect in such <br />notice, to the Holder of any such Bond designated for redemption in whole or in part shall not <br />affect the validity of the redemption of any other such Bond. <br />Except for the determination of the serial numbers of the First Mortgage Bonds of the <br />4.15% Series or First Mortgage Bonds of the 4.30% Series, as applicable, to be redeemed (in <br />whole or in part) by pro ration as provided in this Section when less than all of the First <br />Mortgage Bonds of the 4.15% Series or First Mortgage Bonds of the 4.30% Series, as applicable, <br />are to be redeemed on any Redemption Date and except for the changes in the giving of notice of <br />redemption as provided in this Section, the procedures for redemption of the First Mortgage <br />Bonds shall be as provided in Article Five of the Original Indenture. <br />Section 2. The Company, with the approval of the Trustee, may enter into a written <br />agreement with the Holder of any First Mortgage Bonds providing that payment of such First <br />Mortgage Bonds called for redemption in part only may be made directly by mail, wire transfer <br />or in any other manner to the Holder thereof without presentation or surrender thereof <br />(notwithstanding the provisions of Section 5.06 of the Original Indenture) if there shall be <br />delivered to the Trustee an agreement (which may be executed in counterparts between the <br />Company and such Holder (or other Person acting as agent for such Holder or for whom such <br />Holder is a nominee) that payment shall be so made, and that in the event the Holder thereof <br />shall sell or transfer any such First Mortgage Bonds (a) it will, prior to the delivery of such <br />Bonds, either (i) surrender such First Mortgage Bonds to the Trustee to make a proper notation <br />of the amount of principal paid thereon or (ii) surrender such First Mortgage Bonds to the <br />Trustee against receipt of one or more First Mortgage Bonds in an aggregate principal amount <br />equal to the unpaid principal portion of the Bonds so surrendered, and (b) it will promptly notify <br />the Company and the Trustee of the name and address of the transferee of any First Mortgage <br />Bonds so transferred. The Trustee shall not be liable or responsible to any such Holder or <br />transferee or to the Company or to any other Person for any act or omission to act on the part of <br />the Company or any such Holder in connection with any such agreement. The Company will <br />indemnify and save the Trustee harmless against any liability resulting from any such act or <br />omission and against any liability resulting from any action taken by the Trustee in accordance <br />with the provisions of any such agreement. The Company will afford the benefits of this <br />Section 2 to any Institutional Investor that is the direct or indirect transferee of any First <br />Mortgage Bond purchased by a Holder under the Bond Purchase Agreement and that has made <br />the same agreement relating to such First Mortgage Bonds as is contemplated by this Section 2. <br />Section 3. Maturity. As provided therein, the entire unpaid principal balance of the <br />First Mortgage Bonds of the 4.15% Series shall be due and payable on August 10, 2042, and the <br />entire unpaid principal balance of the First Mortgage Bonds of the 4.30% Series shall be due and <br />payable on August 10, 2052. <br />Section 4. Optional Redemption with Make -Whole Amount. The Company may, at its <br />option, upon notice as provided below, redeem at any time all, or from time to time any part of, <br />the First Mortgage Bonds of the 4.15% Series or First Mortgage Bonds of the 4.30% Series, as <br />applicable, in an amount not less than $1,000,000 in the case of a partial redemption, at 100% of <br />the principal amount so redeemed, and the Make -Whole Amount determined for the redemption <br />8849521v8 <br />12 <br />