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'200302132 officer, certifying that the transferee in such transfer is a successor Collateral Agent under the Collateral Agreement or that the transferees in such transfer are the Lenders or Persons specified by the Lenders to which on or after the Acceleration Day all (but not less than all) of the New Mortgage Bonds of the Credit Agreement (2002) Series and all (but not less than all) of the Montana Credit Agreement Bonds are being transferred in full satisfaction and discharge of the Loans pursuant to Section 4.1 of 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). As a condition precedent to the transfer of any New Mortgage Bond of the Credit Agreement (2002) Series to a transferee other than a successor Collateral Agent, the transferor shall deliver 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) (i) an opinion of counsel reasonably satisfactory to the Company, the Trustee and the Bond Registrar, or (ii) a certificate of the transferor in such transfer, signed by a person purporting to be its duly authorized officer, reasonably satisfactory to the Company, the Trustee and the Bond Registrar, in either case, to the effect that such transfer is either (A) covered by an effective registration statement of the Company under the Securities Act (setting forth the registration number and the date of effectiveness of such registration statement), or (B) exempt from registration under the Securities Act (setting forth the applicable exemption from registration being relied upon and the reason such exemption is applicable to such transfer). Any transfer of New Mortgage Bonds of the Credit Agreement (2002) Series (i) shall be subject to the provisions of Section 3.05 of the Indenture, except that the provisions of paragraph (g) of sucA Section 3.05 shall not be applicable to any transfer of New Mortgage Bonds of the Credit Agreement (2002) Series which occurs on or prior to the Remedy Exercise Day, 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 New Mortgage Bonds of the Credit Agreement (2002) Series by the Collateral Agent or any Person that is a direct transferee of the Collateral Agent (but not by any other transferee of New Mortgage Bonds of the Credit Agreement (2002) Series), 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 New Mortgage Bonds of the Credit Agreement (2002) Series by the Collateral Agent or any Person that is a direct transferee of the Collateral Agent). However, the Company reserves the right to require payment of a sum sufficient to cover any tax or taxes or governmental or other charge that may be imposed in connection with any transfer or exchange of New Mortgage Bonds of the Credit Agreement (2002) Series by any registered owner other than the Collateral Agent or any Person that is a direct transferee of the Collateral Agent, other than any exchange pursuant to Section 3.04, 5.06 or 14.06 of the Indenture not involving any transfer. 13 W55,233939.13