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201407773 • with respect to such principal amount. The Company will give each holder of First Mortgage Bonds to be redeemed written notice of each optional redemption under this Section 4 not less than 30 days and not more than 60 days prior to the date fixed for such redemption. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the First Mortgage Bonds to be redeemed on such date, the principal amount of each First Mortgage Bond held by such Holder to be redeemed (determined in accordance with Article IV Section 5), and the interest to be paid on the Redemption Date with respect to such principal amount being redeemed, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make -Whole Amount due in connection with such redemption (calculated as if the date of such notice were the date of the redemption), setting forth the details of such computation. Two Business Days prior to such Redemption Date, the Company shall deliver to the Trustee and to each Holder of First Mortgage Bonds to be redeemed a certificate of a Senior Financial Officer specifying the calculation of such Make -Whole Amount as of the specified Redemption Date. The Trustee shall have no responsibility for any such calculation. Section 5. Allocation in the Event of Partial Redemption. Subject to Article IV, Section 1 above, in the case of each partial redemption of the First Mortgage Bonds of the 4.15% Series or First Mortgage Bonds of the 4.30% Series, as applicable, the principal amount of the First Mortgage Bonds of the 4.15% Series or First Mortgage Bonds of the 4.30% Series, as applicable, to be redeemed shall be allocated among all of the First Mortgage Bonds of the 4.15% Series or First Mortgage Bonds of the 4.30% Series, as applicable, at the time Outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for redemption. Section 6. Maturity; Surrender, Etc. In the case of each redemption of First Mortgage Bonds pursuant to this Article IV, the principal amount of each First Mortgage Bond to be redeemed shall mature and become due and payable on the date fixed for such redemption (which shall be a Business Day), together with interest on such principal amount accrued to such date and the applicable Make -Whole Amount, if any. From and after such date, unless the Company shall fail to pay such principal amount when so due and payable, together with the interest and Make -Whole Amount, if any, as aforesaid, interest on such principal amount shall cease to accrue. Any First Mortgage Bond paid or redeemed in full shall be surrendered to the Trustee and cancelled and shall not be reissued, and no First Mortgage Bond shall be issued in lieu of any redeemed principal amount of any First Mortgage Bond. Section 7. Purchase of First Mortgage Bonds. Notwithstanding anything contained herein or in the Original Indenture to the contrary, the Company will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the Outstanding First Mortgage Bonds except (a) upon the payment or redemption of the First Mortgage Bonds in accordance with the terms of the Indenture or (b) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the Holders of all First Mortgage Bonds at the time Outstanding upon the same terms and conditions. Any such offer shall provide each Holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least 15 Business Days. If the Holders of more than 10% of the principal amount of the First Mortgage Bonds then Outstanding accept such offer, the Company shall promptly notify the remaining Holders of such fact and the expiration date for the 8849521v8 13