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The Trustee may conclusively presume that no rescission or annulment of an <br />Acceleration Redemption (in respect of which the Trustee has received a Redemption <br />Demand) is required unless and until it shall have received a written notice from the <br />Administrative Agent, signed by a person purporting to be its duly authorized officer, <br />stating that the acceleration of the Term Loans has been rescinded or annulled in <br />accordance with the Credit Agreement or otherwise (a "Rescission Notice "). Each <br />Rescission Notice also shall state the date on which the acceleration of the Term Loans <br />was rescinded or annulled in accordance with the Credit Agreement or otherwise and, as <br />consequence, the redemption of the First Mortgage Bonds, Collateral (2004) Series B was <br />rescinded or annulled in accordance with this Supplemental Indenture. The Trustee may <br />conclusively presume the statements contained in any Rescission Notice to be correct <br />(and the Trustee shall be fully protected in relying thereon). <br />Pursuant to (and by reason of the provisions of Section 10.2 of) the Credit <br />Agreement, the Administrative Agent has agreed to submit to the Trustee (with copies to <br />the Collateral Agent and the Company) (i) a Redemption Demand with respect to, and in <br />connection with, each event that gives rise to a redemption (deemed or actual) of First <br />Mortgage Bonds, Collateral (2004) Series B, and (ii) a Rescission Notice in connection <br />with any event that gives rise to the rescission or annulment of an Acceleration <br />Redemption. Pursuant to the Collateral Agreement, the Collateral Agent has agreed, <br />upon written request of the Company and so long as no Default or Event of Default <br />described in Section 8(f) of the Credit Agreement shall have occurred and be continuing, <br />to surrender or exchange its First Mortgage Bond, Collateral (2004) Series B or First <br />Mortgage Bonds, Collateral (2004) Series B, from time to time (including, without <br />limitation, promptly following each redemption (deemed or actual) of First Mortgage <br />Bonds, Collateral (2004) Series B), so that at all times the Collateral Agent is holding one <br />or more First Mortgage Bonds, Collateral (2004) Series B in an aggregate principal <br />amount equal to, but not in excess of, the aggregate principal amount of the First <br />Mortgage Bonds, Collateral (2004) Series B that are then Outstanding (and the Term <br />Loan Applicable Share of the aggregate principal amount of Term Loans that are then <br />outstanding under the Credit Agreement). <br />(II) It is expressly stated (for the avoidance of any doubt) that, notwithstanding <br />anything herein or in any First Mortgage Bonds, Collateral (2004) Series B to the <br />contrary (other than the provisions of subdivision IV below), each payment of principal <br />of or interest on the First Mortgage Bonds, Collateral (2004) Series B that becomes due <br />and payable on any day in accordance with this Supplemental Indenture (whether by <br />reason of stated due date, acceleration, redemption or otherwise) shall correspond to, and <br />be equal to, the Term Loan Applicable Share of, a payment of principal of or interest on <br />the Term Loans that becomes due and payable on such day in accordance with the Credit <br />Agreement. <br />(III) The obligation of the Company to make each payment of principal of or <br />interest on the First Mortgage Bonds, Collateral (2004) Series B that becomes due and <br />payable in accordance with this Supplemental Indenture (A) shall be fully satisfied and <br />discharged if the corresponding payment of the principal of or interest on the Term Loans <br />shall have been fully paid under and in accordance with the Credit Agreement, and <br />NY55/40543I.7 15 <br />