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200410978 shall have been fully paid under and in accordance with the Credit Agreement, and (B) shall be partially satisfied and discharged if the corresponding payment of the principal of or interest on the Term Loans shall have been partially paid under and in accordance with the Credit Agreement (such partial satisfaction and discharge with respect to the First Mortgage Bonds, Collateral (2004) Series B to be in an amount equal to the Term Loan Applicable Share of the amount of such partial payment with respect to the Term Loans). (III) Nothing in any of First Mortgage Bonds, Collateral (2004) Series 13 (including, without limitation, any reference to the principal payable with respect to the First Mortgage Bonds, Collateral (2004) Series B being determined on the basis of the Term Loan Applicable Share of the principal payable with respect to the Term Loans) shall, or shall be deemed or construed to, (A) increase the aggregate principal amount of the First Mortgage Bonds, Collateral (2004) Series B that are Outstanding from time to time, (B) cause or permit an amount of principal of the First Mortgage Bonds, Collateral (2004) Series B to be or to become due and payable which, when added to all other principal of such Bonds theretofore paid, exceeds $28,000,000, or (C) cause or permit to be or to become due and payable interest on the First Mortgage Bonds, Collateral (2004) Series B which is payable on any principal of the First Mortgage Bonds, Collateral (2004) Series B that is in excess of the principal of the First Mortgage Bonds, Collateral (2004) Series B as restricted pursuant to the preceding clauses (A) and (B). Transfer Restrictions First Mortgage Bonds, Collateral (2004) Series B, of which this Bond is one, shall not be transferable except to any successor Collateral Agent under the Collateral Agreement. As a condition precedent to any transfer of the First Mortgage Bonds, Collateral (2004) Series B by the Collateral Agent, the Collateral Agent shall submit to the Company, the Trustee and the 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 has waived 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 NY55/405431.7 B-6