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200410978 Bond Registrar (in addition to all other documents and instruments required to be submitted to the Bond Registrar pursuant to the Indenture) a certificate of the Collateral Agent, signed by a person purporting to be its duly authorized officer, certifying that the transferee in such transfer is a successor Collateral Agent under the Collateral Agreement (and the Trustee and the Bond Registrar may conclusively presume the statements in any such certificate of the Collateral Agent to be correct). Any transfer of First Mortgage Bonds, Collateral (2004) Series B (i) shall be subject to the provisions of Section 3.05 of the Indenture, except that the provisions of paragraph (g), of such Section 3.05 shall not be applicable to any transfer of First Mortgage Bonds, Collateral (2004) Series B to a successor Collateral Agent under the Collateral Agreement, and (ii) shall be made at the office or agency of the Company in the Borough of Manhattan, The City of New York. The Company hereby waives any right to make any charge for any exchange or transfer of First Mortgage Bonds, Collateral (2004) Series B by the Collateral Agent, whether to reimburse itself for any tax or taxes or other governmental charge or otherwise (it being understood that the Company shall pay any tax or taxes or governmental or other charge which may be payable by reason of any exchange or transfer of First Mortgage Bonds, Collateral (2004) Series B by the Collateral Agent). The Company has appointed JPMorgan Chase Bank as its agent to receive First Mortgage Bonds, Collateral (2004) Series B presented or surrendered for payment, to receive First Mortgage Bonds, Collateral (2004) Series B surrendered for registration of transfer or exchange and to receive notices and demands to or upon the Company in respect of the First Mortgage Bonds, Collateral (2004) Series B and the Indenture; and the corporate trust office of JPMorgan Chase Bank in the Borough of Manhattan, The City of New York, State of New York shall be the office or agency of the Company in the Borough of Manhattan, The City of New York, State of New York at which such presentations, surrenders, notices and demands may be made or served. SECTION 3. First Mortgage Bonds, Collateral (2004) Series B shall be subject to the following redemption and other terms and conditions: (I) First Mortgage Bonds, Collateral (2004) Series B shall be subject to redemption as follows (but shall not otherwise be or become subject to redemption, whether at the option of the holders thereof or the Company or pursuant to any other requirements or provisions of the Indenture): (A) on each day on which the Term Loans are prepaid in accordance with the Credit Agreement, First Mortgage Bonds, Collateral (2004) Series B shall be deemed to have been redeemed in an aggregate principal amount equal to the Term Loan Applicable Share of the aggregate principal amount of the Term Loans that are so prepaid on such day (a "Term Loan Prepayment Redemption "); and (B) on each day on which the Term Loans are accelerated in accordance with the Credit Agreement (an "Acceleration Redemption Date "), the entire aggregate principal amount of the First Mortgage Bonds, Collateral (2004) Series B shall be subject to mandatory redemption by the Company (an "Acceleration Redemption "); in each case, without any necessity for notice or call by the Company or by the Trustee (such notice and call being NY55/405431.7 13