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200410978 outstanding under the Credit Agreement and the amount then available to be drawn under Letters of Credit (a "Revolving Credit Event of Default Commitment Termination Redemption "); and (C) on each day on which the Revolving Loans are accelerated in accordance with the Credit Agreement (an "Acceleration Redemption Date "), the entire aggregate principal amount of the First Mortgage Bonds, Collateral (2004) Series A shall be subject to mandatory redemption by the Company (an "Acceleration Redemption "); in each case, without any necessity for notice or call by the Company or by the Trustee (such notice and call being waived by the registered owners of the First Mortgage Bonds, Collateral (2004) Series A by the acceptance of the First Mortgage Bonds, Collateral (2004) Series A and in connection with each Redemption Demand hereinafter described); provided, however, that in the event of a reinstatement of the Revolving Credit Commitments or a rescission or annulment of the acceleration of the Revolving Loans pursuant to the Credit Agreement or otherwise, the related Revolving Credit Event of Default Commitment Termination Redemption or the related Acceleration Redemption shall be deemed to be rescinded or annulled, without prejudice to the occurrence of another Revolving Credit Event of Default Commitment Termination Redemption or another Acceleration Redemption upon and by reason of a subsequent termination of the Revolving Credit Commitments pursuant to Section 8 of the Credit Agreement or another acceleration of the Revolving Loans in accordance with the Credit Agreement. Acceleration Redemption of the First Mortgage Bonds, Collateral (2004) Series A on an Acceleration Redemption Date shall be at a redemption price equal to the principal amount (determined in accordance with the provisions of subdivision II above) of the First Mortgage Bonds, Collateral (2004) Series A that is then payable by the Company (without premium), together with interest accrued on said principal to and including such Acceleration Redemption Date (collectively, an "Acceleration Redemption Amount "); and such Acceleration Redemption Amount shall be due and payable on such Acceleration Redemption Date. In the event of any failure by the Company to pay when due an Acceleration Redemption Amount, interest shall accrue on such unpaid Acceleration Redemption Amount at the rates (and in amounts equal to the Revolving Credit Applicable Share of the amounts) of interest that accrue on the corresponding unpaid principal of and interest on the Revolving Loans in accordance with the Credit Agreement. The Trustee may conclusively presume that no redemption of First Mortgage Bonds, Collateral (2004) Series A is deemed to have occurred or resulted in a reduction of the Maximum Principal Amount (in the case of a Revolving Credit Commitment Redemption or a Revolving Credit Event of Default Commitment Termination Redemption) or is required to occur (in the case of an Acceleration Redemption) unless and until it shall have received a written notice from the Administrative Agent, signed by a person purporting to be its duly authorized officer, stating that the Revolving Credit Commitments have been permanently reduced or terminated pursuant to Section 2.10 of the Credit Agreement or the Revolving Credit Commitments have been permanently terminated pursuant to Section 8 of the Credit Agreement or the Revolving Loans have been accelerated in accordance with the Credit Agreement (a "Redemption Demand "). Each Redemption Demand also shall (i) state the date on which the Revolving Credit Commitments were permanently reduced or terminated pursuant to Section 2.10 of the Credit Agreement or the Revolving Credit Commitments were permanently terminated NY55/405431.7 7