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2.00302132 <br />Credit Agreement (2002) Series to the contrary other than the provisions of <br />subdivision (IV) below (in the case of the following clause (iii)): (i) prior to the Remedy <br />Exercise Day (as hereinafter defined), each payment of principal of or interest on the <br />New Mortgage Bonds of the Credit Agreement (2002) Series that becomes due and <br />payable on any day in accordance with this Supplemental Indenture (whether by reason <br />of stated due date, acceleration, redemption or otherwise) shall correspond to, and be <br />equal to the Applicable Share of, a payment of principal of or interest on the Loans that <br />becomes due and payable on such day in accordance with the Credit Agreement; (ii) on <br />the Acceleration Day, the Redemption Amount with respect to the Acceleration <br />Redemption shall be due and payable; and (iii) on and after the Remedy Exercise Day (as <br />hereinafter defined), (a) the Redemption Amount with respect to the Acceleration <br />Redemption shall bear interest (to the extent permitted by law in the case of interest on <br />the portion of the Redemption Amount representing interest on the applicable Bonds) at a <br />variable rate per annum which rate for each day shall be equal to the Prime -Based Rate <br />(as hereinafter defined and as calculated by the Trustee) for such day plus 6.75 %, payable <br />to the registered owners of the New Mortgage Bonds of the Credit Agreement (2002) <br />Series in the manner provided in Section3.07(b) of the Original Indenture (as <br />supplemented) or Section 10.07 of the Original Indenture (as supplemented), whichever <br />is applicable, and (b) payments of principal of and interest on the New Mortgage Bonds <br />of the Credit Agreement (2002) Series shall cease to correspond to payments of principal <br />of and interest on the Loans (and shall not be satisfied and discharged by the satisfaction <br />and discharge of the Loans). <br />As used herein, `Remedy Exercise Da v" means the day (on or after the <br />Acceleration Day) on which all (but not less than all) of the New Mortgage Bonds of the <br />Credit Agreement (2002) Series and all (but not less than all) of the Montana Credit <br />Agreement Bonds are transferred by the Collateral Agent to or upon the order of the <br />Lenders in full satisfaction and discharge of the Loans and the Obligations (as defined in <br />the Collateral Agreement) pursuant to Section 4.1 of the Collateral Agreement (as such <br />transfer is evidenced by the registration in the names of the transferees in such transfer of <br />certificates evidencing all (but not less than all) of the New Mortgage Bonds of the Credit <br />Agreement (2002) Series and all (but not less than all) of the Montana Credit Agreement <br />Bonds). The Trustee may conclusively presume that the Remedy Exercise Day has not <br />occurred unless and until it shall have received a written notice from the Collateral <br />Agent, signed by a person purporting to be its duly authorized officer, stating that the <br />Remedy Exercise Day has occurred (the "Remedy Exercise Day Notice "), The Remedy <br />Exercise Day Notice (i) shall set forth (i) the date of the Remedy Exercise Day, (ii) in the <br />case of any such transfer with respect to which the Trustee is not the transfer agent, have <br />attached thereto, as evidence of the transfer of the New Mortgage Bonds of the Credit <br />Agreement (2002) Series and the Montana Credit Agreement Bonds that gave rise to the <br />occurrence of the Remedy Exercise Day, copies of certificates registered in the names of <br />the transferees in such transfer of all (but not less than all) of the New Mortgage Bonds of <br />the Credit Agreement (2002) Series and all (but not less than all) of the Montana Credit <br />Agreement Bonds, and (iii) if the Remedy Exercise Day Notice is received by the Trustee <br />on a day other than the Remedy Exercise Day, the Prime Rate (as hereinafter defined) for <br />each day on and after the Remedy Exercise Day and on and prior to the Business Day on <br />16 <br />N 55r33938. 13 <br />