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201009342 Sectian 5. Allocation in the Event of Partial Redemption. Subject to Article III, Section 1 above, in the case of each partial redemption of the First Mortgage Bonds of the 5.01 % Series, the principal amount of the First Mortgage Bonds of the S.O1 % Series ta be redeemed shall be allocated arnong all of the First Martgage Bonds of the S.O1 % Series at the time Outstanding in proportian, as nearly as practicable, to the respective unpaid principal amounts thereaf not theretofore called for redemption. Section 6. Maturity; Surrender, Etc. In the case of each redemption of First Mort�age Bonds of the 5.01 % Series pursuant to this Article III, the principal amount af each First Mortgage Bond ta be redeemed shall mature and became due and payable on th� date fixed for such redemption (which shall be a Business Day), together with interest on such principal amount accrued to such date and the applicable Make-Whole Amount, if any. From and aft�r such date, unless the Company shall fail to pay such pnincipal amount wh�n sa due and payable, together with the interest and Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall cease to accrue. Any First Mortgage Bond paid or redeemed in full shall be surrendered to the Trustee and cancelled and shall not be reissued, and no First Mortga�e Bond shall be issued in lieu of any redeemed principal amount of any First Mortgage Band. Section 7. Purchase of �'irst Mortgage Bonds of the S.O1% Series. The Company wi11 not and will not permit any Affiliate to purchase, redeem, pxepay or otherwise acquire, directly or ix►directly, any of the Outstanding First Mortgage Bonds of the 5.01% Series except upan the payment or redemption af the First Mortgage Bonds of the 5.01 % Series in accordance with the terms of the Indenture. The Company will promptly cancel all First Mortgage Bonds of the S.O1 % Series acquired by it or any Affiliate pursuant to any payment or redemption of First Mortgage Bonds of the 5.01% Series pursuant to any provision of the Indenture and no First Mortgage Bonds of the 5.�1% Series may be issued in substitution ar exchange for any such First Mortgage Bonds of the 5.01% Series, except pursuant to Section 5.06 of the Original Indenture. Section 8. Make-Whole Amount. "Make-Whole Amount" means, with respect to any First Mortgage Bond of the S.O1 % Series, an arnount equal ta the excess, if any, of the Discounted Value of the Remaining Scheduled Payrnents with respect to the Called 1'rincipal of such First Mortgage Band over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whale Amount, the following terms have the follawing meanings: "Called Principal" means, with respect to any First Martgage Bond of the 5.01 % Series, the principal of such First Mortga�;e Bond that is to be redeemed pursuant to Section 4. "Discounted Value" means, with respect to the Ca11ed Principal af any First Mortgage Bond of the 5.01 % Series, the amount obtained by discounting all Remaining Scheduled Payrnents with respect ta such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discaunt factor (applied on the same periodic basis as that on which interest on b�zoz�9�6 9