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200410978 <br />on such date in accordance with the Supplemental Indenture by reason of such <br />prepayment or acceleration, and (iv) in the case of an Acceleration Redemption, the <br />Acceleration Redemption Amount payable with respect to the First Mortgage Bonds, <br />Collateral (2004) Series B (determined in accordance with the Supplemental Indenture) <br />and setting forth the amounts of the respective portions thereof representing principal of <br />and interest on the First Mortgage Bonds, Collateral (2004) Series B. Each Redemption <br />Demand shall be deemed to constitute a written waiver by the Collateral Agent, as <br />registered owner of all First Mortgage Bonds, Collateral (2004) Series B then <br />Outstanding, of notice of redemption and call for redemption by the Company or the <br />Trustee of the First Mortgage Bonds, Collateral (2004) Series B deemed redeemed or <br />subject to redemption as described in such Redemption Demand. The Trustee may <br />conclusively presume the statements contained in each Redemption Demand to be correct <br />(and the Trustee shall be fully protected in relying thereon). <br />The Trustee may conclusively presume that no rescission or annulment of the <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stating that the acceleration of the Term Loans has been rescinded or annulled in 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was rescinded or annulled in accordance with the Credit Agreement or otherwise and, as 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rescinded or annulled in accordance with the Supplemental Indenture.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 />Additional Terms <br />First Mortgage Bonds, Collateral (2004) Series B, of which this Bond is one, shall <br />be subject to the following other terms and conditions: <br />(I) It is expressly stated (for the avoidance of any doubt) that, notwithstanding <br />anything in this bond or the Supplemental Indenture to the contrary (other than the <br />provisions of subdivision III below), each payment of principal of or interest on the First <br />Mortgage Bonds, Collateral (2004) Series B that becomes due and payable on any day <br />(whether by reason of stated due date, acceleration, redemption or otherwise) shall <br />correspond to, and be equal to, the Term Loan Applicable Share of, a payment of <br />principal of or interest on the Term Loans that becomes due and payable on such day in <br />accordance with the Credit Agreement. <br />(II) 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 the 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 />NY55/405431.7 B_5 <br />