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200410978 precedent to any transfer of the First Mortgage Bonds, Collateral (2004) Series A 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 A (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 A 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 hereby waives any right to make any charge for any exchange or transfer of First Mortgage Bonds, Collateral (2004) Series A by the Collateral Agent, whether to reimburse itself for any tax or taxes or other governmental charge or otherwise (it being understood that the Company shall pay any tax or taxes or governmental or other charge which may be payable by reason of any exchange or transfer of First Mortgage Bonds, Collateral (2004) Series A by the Collateral Agent). The Company has appointed JPMorgan Chase Bank as its agent to receive First Mortgage Bonds, Collateral (2004) Series A presented or surrendered for payment, to receive First Mortgage Bonds, Collateral (2004) Series A surrendered for registration of transfer or exchange and to receive notices and demands to or upon the Company in respect of the First Mortgage Bonds, Collateral (2004) Series A and the Indenture; and the corporate trust office of JPMorgan Chase Bank in the Borough of Manhattan, The City of New York, State of New York shall be the office or agency of the Company in the Borough of Manhattan, The City of New York, State of New York at which such presentations, surrenders, notices and demands may be made or served. SECTION 3. First Mortgage Bonds, Collateral (2004) Series A shall be subject to the following terms and conditions (including, without limitation, redemption terms and conditions): (I) From time to time after the issuance of the First Mortgage Bonds, Collateral (2004) Series A, and as Revolving Loans are prepaid and reborrowed subject to and in accordance with the Credit Agreement, (A) for purposes of determining the amount of principal payable by the Company with respect to the First Mortgage Bonds, Collateral (2004) Series A, the unpaid principal amount of the First Mortgage Bonds, Collateral (2004) Series A at any time shall be deemed to be equal to the Revolving Credit Applicable Share of the unpaid principal amount of the Revolving Loans at such time, plus, if an acceleration of the Revolving Loans shall be in effect in accordance with the Credit Agreement at such time, the amount of cash collateral required to be provided by the Company pursuant to Section 8 of the Credit Agreement in respect of Letters of NY55/405431.7 5