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200410978 waived by the registered owners of the First Mortgage Bonds, Collateral (2004) Series B by the acceptance of the First Mortgage Bonds, Collateral (2004) Series B and in connection with each Redemption Demand hereinafter described); provided, however, that in the event of a rescission or annulment of an acceleration of the Term Loans pursuant to the Credit Agreement or otherwise, the related Acceleration Redemption shall be deemed to be rescinded or annulled (without prejudice to the occurrence of another Acceleration Redemption upon and by reason of a subsequent acceleration of the Term Loans in accordance with the Credit Agreement). Acceleration Redemption of First Mortgage Bonds, Collateral (2004) Series B on an Acceleration Redemption Date shall be at a redemption price equal to the principal amount of the First Mortgage Bonds, Collateral (2004) Series B (without premium), together with interest accrued on said principal to and including the date of redemption (collectively, an "Acceleration Redemption Amount "); and such Acceleration Redemption Amount shall be due and payable on the First Mortgage Bonds, Collateral (2004) Series B on such Acceleration Redemption Date. In the event of any failure by the Company to pay when due the Acceleration Redemption Amount with respect to an Acceleration Redemption of First Mortgage Bonds, Collateral (2004) Series B, interest shall accrue on such unpaid Acceleration Redemption Amount at the rates (and in amounts equal to the Term Loan Applicable Share of the amounts) of interest that accrue on the corresponding unpaid principal of and interest on the Term Loans in accordance with the Credit Agreement. The Trustee may conclusively presume that no redemption of First Mortgage Bonds, Collateral (2004) Series B is deemed to have occurred (in the case of a Term Loan Prepayment Redemption) or is required (in the case of an Acceleration Redemption unless and until it shall have received a written notice from the Administrative Agent, signed by a person purporting to be its duly authorized officer, stating that Term Loans have been prepaid or have been accelerated, in either case, in accordance with the Credit Agreement (a "Redemption Demand "). Each Redemption Demand also shall state (i) the date on which the Term Loans were prepaid or accelerated in accordance with the Credit Agreement, (ii) the principal amount of the Term Loans so prepaid or accelerated on such date, (iii) the principal amount of First Mortgage Bonds, Collateral (2004) Series B that are deemed to have been redeemed or are to be redeemed on such date in accordance with this Supplemental Indenture by reason of such prepayment or acceleration, and (iv) in the case of an Acceleration Redemption, the Acceleration Redemption Amount payable with respect to the First Mortgage Bonds, Collateral (2004) Series B (determined in accordance with this Supplemental Indenture) and setting forth the amounts of the respective portions thereof representing principal of and interest on the First Mortgage Bonds, Collateral (2004) Series B. Each Redemption Demand shall be deemed to constitute a written waiver by the Collateral Agent, as registered owner of all First Mortgage Bonds, Collateral (2004) Series B then Outstanding, of notice of redemption and call for redemption by the Company or the Trustee of the First Mortgage Bonds, Collateral (2004) Series B deemed redeemed or subject to redemption as described in such Redemption Demand. The Trustee may conclusively presume the statements contained in each Redemption Demand to be correct (and the Trustee shall be fully protected in relying thereon). NY55/405431.7 14