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200410978 <br />SECTION 3. First Mortgage Bonds, Collateral (2004) Series C shall be subject to <br />the following redemption and other terms and conditions: <br />(I) First Mortgage Bonds, Collateral (2004) Series C shall be subject to <br />redemption as follows (but shall not otherwise be or become subject to redemption, <br />whether at the option of the holders thereof or the Company or pursuant to any other <br />requirements or provisions of the Indenture): (A) on each day on which Senior Notes <br />become due and payable in accordance with Section 405 of the Senior Note Indenture by <br />reason of redemption in accordance with the Senior Note Indenture (a "Senior Notes <br />Redemption Payment Date "), First Mortgage Bonds, Collateral (2004) Series C shall be <br />subject to mandatory redemption by the Company in an aggregate principal amount equal <br />to the Senior Notes Applicable Share of the aggregate principal amount of the Senior <br />Notes that become so due and payable on such Senior Notes Redemption Payment Date <br />(a "Corresponding Redemption "); and (B) on each day on which the Senior Notes <br />become due and payable in accordance with Section 702 of the Senior Note Indenture by <br />reason of acceleration of the Senior Notes in accordance with the Senior Note Indenture <br />(a "Senior Notes Acceleration Payment Date "), the entire aggregate principal amount of <br />First Mortgage Bonds, Collateral (2004) Series C shall be subject to mandatory <br />redemption by the Company (an "Acceleration Redemption "); in each case, without any <br />necessity for notice or call by the Company or by the Trustee (such notice and call being <br />waived by the registered owners of First Mortgage Bonds, Collateral (2004) Series C by <br />the acceptance of First Mortgage Bonds, Collateral (2004) Series C and in connection <br />with each Redemption Demand hereinafter described); provided, however, that in the <br />event of a rescission or annulment of an acceleration of the Senior Notes pursuant to the <br />Senior Note Indenture, the related Acceleration Redemption shall be deemed to be <br />rescinded or annulled (without prejudice to the occurrence of another Acceleration <br />Redemption upon and by reason of a subsequent acceleration of the Senior Notes in <br />accordance with the Senior Note Indenture). <br />Each Corresponding Redemption of First Mortgage Bonds, Collateral (2004) <br />Series C shall be at a redemption price equal to the redemption price payable in <br />connection with the redemption of Senior Notes to which it corresponds (consisting of <br />principal of and, if applicable to such redemption of Senior Notes in accordance with the <br />Senior Note Indenture, premium on such Senior Notes), together with interest accrued on <br />the principal included in such redemption price to such Senior Notes Redemption <br />Payment Date (a "Corresponding Redemption Amount "); and such Corresponding <br />Redemption Amount shall be due and payable on such Senior Notes Redemption <br />Payment Date. Each Acceleration Redemption of First Mortgage Bonds, Collateral <br />(2004) Series C on a Senior Notes Acceleration Payment Date shall be at a redemption <br />price equal to the principal amount of the First Mortgage Bonds, Collateral (2004) <br />Series C (without premium), together with interest accrued on said principal to the date of <br />redemption (an "Acceleration Redemption Amount "); and such Acceleration Redemption <br />Amount shall be due and payable on such Senior Notes Acceleration Payment Date. In <br />the event of any failure by the Company to pay when due the Corresponding Redemption <br />Amount with respect to a Corresponding Redemption of First Mortgage Bonds, Collateral <br />(2004) Series C or the Acceleration Redemption Amount with respect to an Acceleration <br />Redemption of First Mortgage Bonds, Collateral (2004) Series C, interest shall accrue on <br />NY55/405431.7 20 <br />