EX-4.2


Table of Contents


 Exhibit 4.2 
  

 
 ONCOR ELECTRIC DELIVERY COMPANY, 

ISSUER 
 TO 

THE BANK OF NEW YORK, 
 TRUSTEE

  
  

INDENTURE AND DEED OF TRUST 

DATED AS OF MAY 1, 2002 
 THIS
INSTRUMENT GRANTS A SECURITY INTEREST 
 BY A UTILITY 

THIS INSTRUMENT CONTAINS AFTER-ACQUIRED 

PROPERTY PROVISIONS 
  

 






Table of Contents


 ONCOR ELECTRIC DELIVERY COMPANY 

Reconciliation and tie between Trust Indenture Act of 1939 

and Indenture, dated as of May 1, 2002 
  

					
	Trust Indenture Act Section	  	Indenture Section
	ss.310	  	 (a) (1)
	  	1009
		  	 (a) (2)
	  	1009
		  	 (a) (3)
	  	1014
		  	 (a) (4)
	  	Not Applicable
		  	 (b)
	  	1008, 1010
	ss.311	  	 (a)
	  	1013
		  	 (b)
	  	1013
		  	 (c)
	  	Not Applicable
	ss.312	  	 (a)
	  	1101
		  	 (b)
	  	1101
		  	 (c)
	  	1101
	ss.313	  	 (a)
	  	1102
		  	 (b) (1)
	  	Not Applicable
		  	 (b) (2)
	  	1102
		  	 (c)
	  	1102
		  	 (d)
	  	1102
	ss.314	  	 (a)
	  	1102
		  	 (a) (4)
	  	705
		  	 (b)
	  	Not Applicable
		  	 (c) (1)
	  	104
		  	 (c) (2)
	  	104
		  	 (c) (3)
	  	Not Applicable
		  	 (d)
	  	Not Applicable
		  	 (e)
	  	104
	ss.315 (a)	  	 (a)
	  	1001(a)
		  	 (b)
	  	1002
		  	 (c)
	  	1001(b)
		  	 (d)
	  	1001(c)
		  	 (d) (1)
	  	1001(a)(1), 1001(c)(1)
		  	 (d) (2)
	  	1001(c)(2)
		  	 (d) (3)
	  	1001(c)(3)
		  	 (e)
	  	914
	ss.316 (a)	  	 (a)
	  	912, 913
		  	 (a) (1) (A)
	  	902, 912
		  	 (a) (1) (B)
	  	913
		  	 (a) (2)
	  	Not Applicable
		  	 (b)
	  	908
	ss.317	  	 (a) (1)
	  	903
		  	 (a) (2)
	  	904
		  	 (b)
	  	703
	ss.318	  	 (a)
	  	109


  
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 TABLE OF CONTENTS 

 

									
	 RECITALS OF THE COMPANY
	  	 	1	  
		
	 GRANTING CLAUSES
	  	 	1	  
			
		 	First Granting Clause	  	 	1	  
		 	Second Granting Clause	  	 	2	  
		 	Third Granting Clause	  	 	2	  
		 	Excepted Property	  	 	2	  
		
	ARTICLE One Definitions and Other Provisions of General Application	  	 	5	  
		
	 SECTION 101.     Definitions.
	  	 	5	  
		 	      “1983 Mortgage”	  	 	5	  
		 	      “Accountant”	  	 	5	  
		 	       “Act”
	  	 	5	  
		 	       “Affiliate”
	  	 	5	  
		 	       “Authenticating Agent”
	  	 	6	  
		 	       “Authorized Officer”
	  	 	6	  
		 	       “Authorized Purposes”
	  	 	6	  
		 	       “Benefitted Securities”
	  	 	6	  
		 	       “Board of Directors”
	  	 	6	  
		 	       “Board Resolution”
	  	 	6	  
		 	       “Business Day”
	  	 	6	  
		 	       “Capitalization”
	  	 	6	  
		 	       “Capitalized Lease Liabilities”
	  	 	6	  
		 	       “Class A Bondholder’s Certificate”
	  	 	6	  
		 	       “Class A Bonds”
	  	 	6	  
		 	       “Class A Mortgage”
	  	 	6	  
		 	       “Commission”
	  	 	6	  
		 	       “Company”
	  	 	7	  
		 	       “Company Order” or “Company Request”
	  	 	7	  
		 	       “Corporate Trust Office”
	  	 	7	  
		 	       “Corporation”
	  	 	7	  
		 	       “Cost”
	  	 	7	  
		 	       “Debt”
	  	 	7	  
		 	       “Defaulted Interest”
	  	 	7	  
		 	       “Discount Security”
	  	 	7	  
		 	       “Dollar” or “$”
	  	 	7	  
		 	       “Electric Utility Property”
	  	 	7	  
		 	       “Eligible Obligations”
	  	 	7	  
		 	       “Event of Default”
	  	 	7	  
		 	       “Excepted Property”
	  	 	7	  
		 	       “Exchange Act”
	  	 	8	  
		 	       “Execution Date”
	  	 	8	  
		 	       “Expert”
	  	 	8	  
		 	       “Expert’s Certificate”
	  	 	8	  
		 	       “Fair Value”
	  	 	8	  
		 	       “Funded Cash”
	  	 	8	  
		 	       “Funded Property”
	  	 	8	  
		 	       “Governmental Authority”
	  	 	8	  
		 	       “Government Obligations”
	  	 	8	  


  
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		 	       “Holder”
	  	 	9	  
		 	       “Indenture”
	  	 	9	  
		 	       “Independent”
	  	 	9	  
		 	       “Independent Expert’s Certificate”
	  	 	9	  
		 	       “Interest”
	  	 	9	  
		 	       “Interest Payment Date”
	  	 	9	  
		 	       “Investment Securities”
	  	 	9	  
		 	       “Lien”
	  	 	10	  
		 	       “Maturity”
	  	 	10	  
		 	       “Mortgaged Property”
	  	 	10	  
		 	       “Net Tangible Assets”
	  	 	10	  
		 	       “Notice of Default”
	  	 	10	  
		 	       “Officer’s Certificate”
	  	 	10	  
		 	       “Opinion of Counsel”
	  	 	10	  
		 	       “Outstanding”
	  	 	10	  
		 	       “Outstanding”
	  	 	11	  
		 	       “Paying Agent”
	  	 	12	  
		 	       “Periodic Offering”
	  	 	12	  
		 	       “Permitted Liens”
	  	 	12	  
		 	       “Permitted Secured Debt”
	  	 	14	  
		 	       “Person”
	  	 	14	  
		 	       “Place of Payment”
	  	 	14	  
		 	       “Predecessor Security”
	  	 	14	  
		 	       “Prepaid Liens”
	  	 	14	  
		 	       “Property Additions”
	  	 	15	  
		 	       “Purchase Money Lien”
	  	 	15	  
		 	       “Redemption Date”
	  	 	15	  
		 	       “Redemption Price”
	  	 	15	  
		 	       “Regular Record Date”
	  	 	15	  
		 	       “Release Date”
	  	 	15	  
		 	       “Required Currency”
	  	 	15	  
		 	       “Responsible Officer”
	  	 	16	  
		 	       “Retired Securities”
	  	 	16	  
		 	       “Secured Debt”
	  	 	16	  
		 	       “Securities”
	  	 	16	  
		 	       “Securities Act”
	  	 	16	  
		 	       “Security Register” and “Security Registrar”
	  	 	16	  
		 	       “Special Record Date”
	  	 	16	  
		 	       “Stated Interest Rate”
	  	 	16	  
		 	       “Stated Maturity”
	  	 	16	  
		 	       “Successor Company”
	  	 	16	  
		 	       “Supplemental Indenture” or “Indenture Supplemental
hereto”
	  	 	16	  
		 	       “Tranche”
	  	 	16	  
		 	       “Trustee”
	  	 	16	  
		 	       “Trust Indenture Act”
	  	 	16	  
		 	       “United States”
	  	 	17	  
		
	 SECTION 102.     Funded Property; Funded Cash.
	  	 	17	  
		
	 SECTION 103.     Property Additions; Cost.
	  	 	18	  
		
	 SECTION 104.     Compliance Certificates And Opinions.
	  	 	20	  


  
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	 SECTION 105.     Form of Documents Delivered to Trustee.
	  	 	20	  
		
	 SECTION 106.     Acts of Holders.
	  	 	22	  
		
	 SECTION 107.     Notices, etc. to Trustee or Company.
	  	 	23	  
		
	 SECTION 108.     Notice to Holders of Securities; Waiver.
	  	 	24	  
		
	 SECTION 109.     Conflict with Trust Indenture Act.
	  	 	24	  
		
	 SECTION 110.     Effect of Headings and Table of Contents.
	  	 	24	  
		
	 SECTION 111.     Successors and Assigns.
	  	 	24	  
		
	 SECTION 112.     Separability Clause.
	  	 	25	  
		
	 SECTION 113.     Benefits of Indenture.
	  	 	25	  
		
	 SECTION 114.     Governing Law.
	  	 	25	  
		
	 SECTION 115.     Legal Holidays.
	  	 	25	  
		
	 SECTION 116.     Investment of Cash Held by Trustee.
	  	 	25	  
		
	 ARTICLE Two Security Forms
	  	 	26	  
		
	 SECTION 201.     Forms Generally.
	  	 	26	  
		
	 SECTION 202.     Form of Trustee’s Certificate of Authentication.
	  	 	26	  
		
	 ARTICLE Three The Securities
	  	 	27	  
		
	 SECTION 301.     Amount Unlimited; Issuable in Series.
	  	 	27	  
		
	 SECTION 302.     Denominations.
	  	 	30	  
		
	 SECTION 303.    Execution, Authentication, Delivery and Dating.
	  	 	30	  
		
	 SECTION 304.    Temporary Securities.
	  	 	32	  
		
	 SECTION 305.    Registration, Registration of Transfer and Exchange.
	  	 	33	  
		
	 SECTION 306.    Mutilated, Destroyed, Lost and Stolen Securities.
	  	 	34	  
		
	 SECTION 307.    Payment of Interest; Interest Rights Preserved.
	  	 	34	  
		
	 SECTION 308.    Persons Deemed Owners.
	  	 	35	  
		
	 SECTION 309.    Cancellation.
	  	 	35	  
		
	 SECTION 310.    Computation of Interest.
	  	 	36	  
		
	 SECTION 311.    Payment to be in Proper Currency.
	  	 	36	  
		
	 SECTION 312.    Extension of Interest Payment.
	  	 	36	  
		
	 SECTION 313.    Cusip Numbers.
	  	 	36	  
		
	 ARTICLE Four Securities of the First and Second Series
	  	 	37	  
		
	 ARTICLE Five Redemption of Securities
	  	 	37	  
		
	 SECTION 501.    Applicability of Article.
	  	 	37	  
		
	 SECTION 502.    Election to Redeem; Notice to Trustee.
	  	 	37	  
		
	 SECTION 503.    Selection of Securities to be Redeemed.
	  	 	37	  
		
	 SECTION 504.    Notice of Redemption.
	  	 	38	  


  
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	 SECTION 505.     Securities Payable on Redemption Date.
	  	 	39	  
		
	 SECTION 506.     Securities Redeemed in Part.
	  	 	39	  
		
	 ARTICLE Six Sinking Funds
	  	 	39	  
		
	 SECTION 601.     Applicability of Article.
	  	 	39	  
		
	 SECTION 602.     Satisfaction of Sinking Fund Payments with Securities.
	  	 	40	  
		
	 SECTION 603.     Redemption of Securities for Sinking Fund.
	  	 	40	  
		
	 ARTICLE Seven Representations and Covenants
	  	 	40	  
		
	 SECTION 701.     Payment of Securities; Lawful Possession.
	  	 	40	  
		
	 SECTION 702.     Maintenance of Office or Agency.
	  	 	41	  
		
	 SECTION 703.     Money for Securities Payments to be Held in Trust.
	  	 	41	  
		
	 SECTION 704.     Corporate Existence.
	  	 	42	  
		
	 SECTION 705.     Annual Officer’s Certificate as to Compliance.
	  	 	42	  
		
	 SECTION 706.     Waiver of Certain Covenants.
	  	 	43	  
		
	 SECTION 707.     Limitation on Secured Debt.
	  	 	43	  
		
	 ARTICLE Eight Satisfaction and Discharge
	  	 	46	  
		
	 SECTION 801.     Satisfaction and Discharge of Securities.
	  	 	46	  
		
	 SECTION 802.     Satisfaction and Discharge of Indenture.
	  	 	48	  
		
	 SECTION 803.     Application of Trust Money.
	  	 	48	  
		
	 ARTICLE Nine Events of Default; Remedies
	  	 	49	  
		
	 SECTION 901.     Events of Default.
	  	 	49	  
		
	 SECTION 902.     Acceleration of Maturity; Rescission and Annulment.
	  	 	50	  
		
	 SECTION 903.     Collection of Indebtedness and Suits for Enforcement by Trustee.
	  	 	51	  
		
	 SECTION 904.     Trustee May File Proofs of Claim.
	  	 	52	  
		
	 SECTION 905.     Trustee May Enforce Claims without Possession of Securities.
	  	 	52	  
		
	 SECTION 906.     Application of Money Collected.
	  	 	52	  
		
	 SECTION 907.     Limitation on Suits.
	  	 	53	  
		
	 SECTION 908.     Unconditional Right of Holders to Receive Principal, Premium and Interest.
	  	 	53	  
		
	 SECTION 909.     Restoration of Rights and Remedies.
	  	 	53	  
		
	 SECTION 910.     Rights and Remedies Cumulative.
	  	 	54	  
		
	 SECTION 911.     Delay or Omission Not Waiver.
	  	 	54	  
		
	 SECTION 912.     Control by Holders of Securities.
	  	 	54	  
		
	 SECTION 913.     Waiver of Past Defaults.
	  	 	54	  
		
	 SECTION 914.     Undertaking for Costs.
	  	 	54	  
		
	 SECTION 915.     Waiver of Usury, Stay or Extension Laws.
	  	 	55	  


  
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	 SECTION 916.      Defaults Under Class a Mortgages.
	  	 	55	  
		
	 SECTION 917.      Receiver and Other Remedies.
	  	 	55	  
		
	 ARTICLE Ten The Trustee
	  	 	55	  
		
	 SECTION 1001.    Certain Duties and Responsibilities.
	  	 	55	  
		
	 SECTION 1002.    Notice of Defaults.
	  	 	56	  
		
	 SECTION 1003.    Certain Rights of Trustee.
	  	 	56	  
		
	 SECTION 1004.    Not Responsible for Recitals or Issuance of Securities.
	  	 	57	  
		
	 SECTION 1005.    May Hold Securities.
	  	 	57	  
		
	 SECTION 1006.    Money Held in Trust.
	  	 	58	  
		
	 SECTION 1007.    Compensation and Reimbursement.
	  	 	58	  
		
	 SECTION 1008.    Disqualification; Conflicting Interests.
	  	 	58	  
		
	 SECTION 1009.    Corporate Trustee Required; Eligibility.
	  	 	59	  
		
	 SECTION 1010.    Resignation and Removal; Appointment of Successor.
	  	 	59	  
		
	 SECTION 1011.    Acceptance of Appointment by Successor.
	  	 	60	  
		
	 SECTION 1012.    Merger, Conversion, Consolidation or Succession to Business.
	  	 	61	  
		
	 SECTION 1013.    Preferential Collection of Claims Against Company.
	  	 	61	  
		
	 SECTION 1014.    Co-Trustee and Separate Trustees.
	  	 	61	  
		
	 SECTION 1015.    Appointment of Authenticating Agent.
	  	 	62	  
		
	 ARTICLE Eleven Holders’ Lists and Reports by Trustee and Company
	  	 	64	  
		
	 SECTION 1101.    Lists of Holders.
	  	 	64	  
		
	 SECTION 1102.    Reports by Trustee and Company.
	  	 	64	  
		
	 ARTICLE Twelve Consolidation, Merger, Conveyance, or Other Transfer
	  	 	64	  
		
	 SECTION 1201.     Company May Consolidate, Etc., Only on Certain Terms.
	  	 	64	  
		
	 SECTION 1202.     Successor Company Substituted.
	  	 	66	  
		
	 SECTION 1203.     Extent of Lien Hereof on Property of Successor Company.
	  	 	66	  
		
	 SECTION 1204.     Release of Company Upon Conveyance or Other Transfer.
	  	 	66	  
		
	 SECTION 1205.     Merger Into Company; Extent of Lien Hereof.
	  	 	67	  
		
	 SECTION 1206.     Transfer of Less than Substantially All.
	  	 	67	  
		
	 ARTICLE Thirteen Supplemental Indentures
	  	 	67	  
		
	 SECTION 1301.     Supplemental Indentures Without Consent of Holders.
	  	 	67	  
		
	 SECTION 1302.     Supplemental Indentures with Consent of Holders.
	  	 	69	  
		
	 SECTION 1303.     Execution of Supplemental Indentures.
	  	 	70	  
		
	 SECTION 1304.     Effect of Supplemental Indentures.
	  	 	70	  
		
	 SECTION 1305.    Conformity with Trust Indenture Act.
	  	 	71	  
		
	 SECTION 1306.    Reference in Securities to Supplemental Indentures.
	  	 	71	  


  
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	 SECTION 1307.     Modification without Supplemental Indenture.
	  	 	71	  
		
	 ARTICLE Fourteen Meetings of Holders; Action Without Meeting
	  	 	71	  
		
	 SECTION 1401.     Purposes for Which Meetings May be Called.
	  	 	71	  
		
	 SECTION 1402.     Call, Notice and Place of Meetings.
	  	 	72	  
		
	 SECTION 1403.     Persons Entitled to Vote at Meetings.
	  	 	72	  
		
	 SECTION 1404.     Quorum; Action.
	  	 	72	  
		
	 SECTION 1405.     Attendance at Meetings; Determination of Voting Rights; Conduct and Adjournment of
Meetings.
	  	 	73	  
		
	 SECTION 1406.     Counting Votes and Recording Action of Meetings.
	  	 	74	  
		
	 SECTION 1407.     Action Without Meeting.
	  	 	74	  
		
	 ARTICLE Fifteen Immunity of Incorporators, Shareholders, Officers and Directors
	  	 	74	  
		
	 SECTION 1501.     Liability Solely Corporate.
	  	 	74	  
		
	 ARTICLE Sixteen Issuance of Securities Prior to the Release Date
	  	 	75	  
		
	 SECTION 1601.     General.
	  	 	75	  
		
	 SECTION 1602.     Issuance of Securities on the Basis of Class A Bonds.
	  	 	75	  
		
	 SECTION 1603.     Issuance of Securities on the Basis of Property Additions.
	  	 	77	  
		
	 SECTION 1604.     Issuance of Securities on the Basis of Retired Securities.
	  	 	79	  
		
	 SECTION 1605.     Issuance of Securities on the Basis of Deposit of Cash.
	  	 	80	  
		
	 ARTICLE Seventeen Class A Bonds; Additional Class A Mortgages; Discharge of Class A Mortgage
	  	 	81	  
		
	 SECTION 1701.     Registration and Ownership of Class A Bonds.
	  	 	81	  
		
	 SECTION 1702.     Payments on Class A Bonds.
	  	 	81	  
		
	 SECTION 1703.     Surrender of Class A Bonds.
	  	 	82	  
		
	 SECTION 1704.     No Transfer of Class A Bonds.
	  	 	82	  
		
	 SECTION 1705.     Voting of Class A Bonds.
	  	 	82	  
		
	 SECTION 1706.     Designation of Additional Class A Mortgages.
	  	 	83	  
		
	 SECTION 1707.     Discharge of Class A Mortgage.
	  	 	85	  
		
	 ARTICLE Eighteen Possession, Use and Release of Mortgaged Property
	  	 	87	  
		
	 SECTION 1801.     Quiet Enjoyment.
	  	 	87	  
		
	 SECTION 1802.     Dispositions Without Release.
	  	 	88	  
		
	 SECTION 1803.     Release of Mortgaged Property.
	  	 	88	  
		
	 SECTION 1804.     Release of Property not Constituting Funded Property.
	  	 	91	  
		
	 SECTION 1805.     Release of Minor Properties.
	  	 	92	  
		
	 SECTION 1806.     Withdrawal or Other Application of Funded Cash; Purchase Money Obligations.
	  	 	93	  
		
	 SECTION 1807.     Release of Property Taken by Eminent Domain, etc.
	  	 	95	  


  
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	 SECTION 1808.     Alternative Release Provision.
	  	 	96	  
		
	 SECTION 1809.     Disclaimer or Quitclaim.
	  	 	96	  
		
	 SECTION 1810.     Miscellaneous.
	  	 	97	  
		
	 SECTION 1811.     Establishment of the Release Date.
	  	 	98	  
		
	 SECTION 1812.     Preservation of Lien.
	  	 	98	  
		
	 SECTION 1813.     Maintenance of Properties.
	  	 	98	  
		
	 SECTION 1814.     Payment of Taxes; Discharge of Liens.
	  	 	99	  
		
	 SECTION 1815.     Insurance
	  	 	99	  
		
	 SECTION 1816.     Recording, Filing, etc.
	  	 	102	  
	 Testimonium
	  	 	102	  
	 Signatures
	  	 	102	  


									
			
	 EXHIBIT A -
	  	DESCRIPTION OF REAL PROPERTY THAT IS MORTGAGED PROPERTY AS OF THE EXECUTION DATE	  	 	A-1	  
	 EXHIBIT B -
	  	MODIFICATIONS OF CLASS A MORTGAGES	  	 	B-1	  


  
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 THIS INSTRUMENT GRANTS A SECURITY INTEREST BY A UTILITY 

THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS 

INDENTURE AND DEED OF TRUST, dated as of May 1, 2002 (the “Execution Date”) between ONCOR ELECTRIC DELIVERY COMPANY, a Texas
corporation (the “Company”), having its principal office at Energy Plaza, 1601 Bryan Street, Dallas, Texas 75201 and THE BANK OF NEW YORK, a New York banking corporation, having its principal corporate trust office at 101 Barclay Street,
New York, New York 10286, as Trustee (the “Trustee”). 
 RECITALS OF THE COMPANY 

The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its debt
securities (the “Securities”) in an unlimited aggregate principal amount, to be issued in one or more series as contemplated herein, and to provide security for the payment of the principal of and premium and interest, if any, on the
Securities; 
 Prior to the Release Date (as hereinafter defined), the Outstanding Securities will be secured by a lien on the Mortgaged
Property (as hereinafter defined) to the extent provided herein. 
 The Company may issue Class A Bonds (as hereinafter defined) of one
or more series and deliver such Class A Bonds to the Trustee to hold in trust for the benefit of the Holders (as hereinafter defined) from time to time of the Outstanding Securities, and pursuant to the terms and provisions hereof, the Company
may require the Trustee to deliver to the Company for cancellation any and all Class A Bonds held by the Trustee. 
 All acts necessary
to make this Indenture a valid agreement of the Company have been performed. For all purposes of this Indenture, except as otherwise expressly provided herein or unless the context otherwise requires, capitalized terms used herein shall have the
meanings assigned to them in Article One of this Indenture. 
 GRANTING CLAUSES 

NOW, THEREFORE, THIS INDENTURE WITNESSETH, that, in consideration of the premises and of the purchase of the Securities by the Holders
thereof, and in order to secure the payment of the principal of and premium, if any, and interest, if any, on all Securities from time to time Outstanding and the performance of the covenants therein and herein contained, and to declare the terms
and conditions on which such Securities are secured, the Company hereby grants, bargains, sells, conveys, assigns, transfers, mortgages, pledges, sets over and confirms to the Trustee, in trust, and grants to the Trustee a security interest in and
lien on, the following (subject, however, to the terms and conditions set forth in this Indenture): 
 FIRST GRANTING CLAUSE 

All right, title and interest of the Company, as of the Execution Date, in and to all property, real, personal and mixed, wherever located
(other than Excepted Property), including without limitation all right, title and interest of the Company in and to the following property so located (other than Excepted Property): (a) all real property owned in fee, easements and other
interests in real property which are specifically described or referred to in Exhibit A attached hereto and incorporated herein by this reference; (b) all facilities, machinery, equipment and fixtures for the transmission and distribution of
electric energy including, but not limited to, all switchyards, towers, substations, transformers, poles, lines, cables, conduits, ducts, conductors, meters, regulators and all other property used or to be used for any or all of such purposes;
(c) all buildings, offices, warehouses, structures or improvements in addition to those referred to or otherwise included in clauses (a) and (b) above; (d)

  
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all computers, data processing, data storage, data transmission and/or telecommunications facilities, equipment and apparatus necessary for the operation or maintenance of any facilities,
machinery, equipment or fixtures described or referred to in clause (b) above; and (e) all of the foregoing property in the process of construction; 

SECOND GRANTING CLAUSE 
 Subject
to the applicable exceptions permitted by Section 1810(d), Section 1203 and Section 1205, all right, title and interest of the Company in all property, real, personal and mixed, wherever located (other than Excepted Property) which
may be hereafter acquired by the Company, it being the intention of the Company that all such property acquired by the Company after the Execution Date shall be as fully embraced within and subjected to the Lien hereof as if such property were owned
by the Company as of the Execution Date; and 
 THIRD GRANTING CLAUSE 

Any Excepted Property, which may, from time to time after the Execution Date, by delivery or by an instrument supplemental to this Indenture,
be subjected to the Lien hereof by the Company, the Trustee being hereby authorized to receive the same at any time as additional security hereunder; it being understood that any such subjection to the Lien hereof of any Excepted Property as
additional security may be made subject to such reservations, limitations or conditions respecting the use and disposition of such property or the proceeds thereof as shall be set forth in such instrument; 

EXCEPTED PROPERTY 
 Expressly
excepting and excluding, however, from the Lien of this Indenture all right, title and interest of the Company in and to the following property, whether now owned or hereafter acquired (herein sometimes called “Excepted Property”): 

(a) all cash on hand or in banks or other financial institutions, deposit accounts, securities accounts, shares of stock,
interests in business trusts, general or limited partnerships or limited liability companies, bonds, notes, other evidences of indebtedness and other securities, security entitlements and investment property, of whatsoever kind and nature, not
hereafter paid or delivered to, deposited with or held by the Trustee hereunder or required so to be; 
 (b) all contracts,
leases, operating agreements and other agreements of whatsoever kind and nature; all contract rights, bills, notes and other instruments and chattel paper (except to the extent that any of the same constitute securities, security entitlements or
investment property, in which case they are separately excepted from the Lien of this Indenture under clause (a) above); all revenues, income and earnings, all accounts, accounts receivable, rights to payment, payment intangibles and unbilled
revenues, transition property, and all rents, tolls, issues, product and profits, claims, credits, demands and judgments; all governmental and other licenses, permits, franchises, consents and allowances; and all patents, patent licenses and other
patent rights, patent applications, trade names, trademarks, copyrights and other intellectual property; and all claims, credits, choses in action, commercial tort claims and other intangible property and general intangibles including, but not
limited to, computer software; 
 (c) all automobiles, buses, trucks, truck cranes, tractors, trailers and similar vehicles
and movable equipment; all rolling stock, rail cars and other railroad equipment; all vessels, boats, barges, and other marine equipment; all airplanes, helicopters, aircraft engines and other flight equipment; all parts, accessories and supplies
used in connection 

  
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with any of the foregoing; and all personal property of such character that the perfection of a security interest therein or other Lien thereon is not governed by the Uniform Commercial Code as
in effect in the jurisdiction in which such property is located; 
 (d) all goods, stock in trade, wares, merchandise and
inventory held for the purpose of sale or lease in the ordinary course of business; all materials, supplies, inventory and other items of personal property which are consumable (otherwise than by ordinary wear and tear) in their use in the operation
of the Mortgaged Property; all fuel, including nuclear fuel, whether or not any such fuel is in a form consumable in the operation of the Mortgaged Property, including separate components of any fuel in the forms in which such components exist at
any time before, during or after the period of the use thereof as fuel; all hand and other portable tools and equipment; all furniture and furnishings; and computers and data processing, data storage, data transmission, telecommunications and other
facilities, equipment and apparatus, which, in any case, are used primarily for administrative or clerical purposes or are otherwise not necessary for the operation or maintenance of the facilities, machinery, equipment or fixtures described or
referred to in clause (b), (c), (d) or (e) of the First Granting Clause of this Indenture; 
 (e) all coal,
lignite, ore, gas, oil and other minerals and all timber, and all rights and interests in any of the foregoing, whether or not such minerals or timber shall have been mined or extracted or otherwise separated from the land; and all electric energy
and capacity, gas (natural or artificial), steam, water and other products generated, produced, manufactured, purchased or otherwise acquired by the Company; 

(f) all real property, leaseholds, gas rights, wells, gathering, tap or other pipe lines, or facilities, equipment or
apparatus, in any case used or to be used primarily for the production or gathering of natural gas; 
 (g) all property which
is the subject of a lease agreement designating the Company as lessee and all right, title and interest of the Company in and to such property and in, to and under such lease agreement, whether or not such lease agreement is intended as security;

 (h) all property, real, personal and mixed, which prior to the Execution Date has been released from the Lien of the 1983
Mortgage; 
 (i) all property, real, personal and mixed, which subsequent to the Execution Date, has been released from the
Lien of this Indenture, other than pursuant to Section 1811, and any improvements, extensions and additions to such properties and renewals, replacements and substitutions of or for any parts thereof; 

(j) all property located outside of the State of Texas; 

(k) any and all property and plants used by the Company in the generation of electricity; and 

(l) all property not acquired or constructed by the Company for use in its electric transmission and distribution business;

 provided, however, that, subject to the provisions of Section 1203, (x) if, at any time after the occurrence of an Event of
Default, the Trustee, or any separate trustee or co-trustee appointed under Section 1014 or any receiver appointed pursuant to Section 917 or otherwise, shall have entered into possession of all or substantially all the Mortgaged Property,
to the extent permitted by law, all the Excepted Property described or referred to in the foregoing clauses 

  
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(c) and (d) then owned or held or thereafter acquired by the Company, to the extent that the same is used in connection with, or otherwise relates or is attributable to, the Mortgaged
Property, shall immediately, and, in the case of any Excepted Property described or referred to in clause (g), to the extent that the same is used in connection with, or otherwise relates or is attributable to, the Mortgaged Property, upon demand of
the Trustee or such other trustee or receiver, become subject to the Lien of this Indenture, junior and subordinate to any Liens at that time existing on such Excepted Property, and the Trustee or such other trustee or receiver may, to the extent
permitted by law or by the terms of any such other Lien (and subject to the rights of the holders of all such other Liens), at the same time likewise take possession thereof, and (y) whenever all Events of Default shall have been cured and the
possession of all or substantially all of the Mortgaged Property shall have been restored to the Company, such Excepted Property shall again be excepted and excluded from the Lien hereof to the extent set forth above; it being understood that the
Company may, however, pursuant to Third Granting Clause, subject any Excepted Property to the Lien of this Indenture whereupon the same shall cease to be Excepted Property; 

TO HAVE AND TO HOLD all such property, real, personal and mixed, unto the Trustee, its successors in trust and their assigns forever; 

SUBJECT, HOWEVER, to Permitted Liens; and 

SUBJECT, FURTHER, to the condition that, with respect to any property which is now or hereafter becomes subject to the Lien of any
Class A Mortgage, the Lien of this Indenture shall at all times be junior, subject and subordinate to the Lien of such Class A Mortgage; 

IN TRUST, NEVERTHELESS, for the equal and ratable benefit and security of the Holders from time to time of all Outstanding Securities without
any priority of any such Security over any other such Security; 
 PROVIDED, HOWEVER, that the right, title and interest of the Trustee in
and to the Mortgaged Property shall cease, terminate and become void in accordance with, and subject to the conditions set forth in, Article Eight or Section 1811 hereof, and if the principal of and premium and interest, if any, on the
Securities shall have been paid to the Holders thereof, or shall have been paid to the Company pursuant to Section 703 hereof or to the appropriate Governmental Authority pursuant to applicable law after the Maturity thereof, then and in that
case this Indenture shall terminate, and the Trustee shall execute and deliver to the Company such instruments as the Company shall require to evidence such termination; otherwise this Indenture, and the estate and rights hereby granted, shall be
and remain in full force and effect; and 
 IT IS HEREBY COVENANTED AND AGREED by and between the Company and the Trustee that all the
Securities are to be authenticated and delivered, and that the Mortgaged Property is to be held, subject to the further covenants, conditions and trusts hereinafter set forth, and the Company hereby covenants and agrees to and with the Trustee, for
the equal and ratable benefit of all holders of the Securities, as follows: 

  
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 ARTICLE ONE 

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 
  

	SECTION 101.	DEFINITIONS. 

 For all purposes of this Indenture, except as otherwise expressly provided or
unless the context otherwise requires: 
 (a) the terms defined in this Article have the meanings assigned to them in this Article and
include the plural as well as the singular; 
 (b) all terms used herein without definition which are defined in the Trust Indenture Act as
in effect on the Execution Date, either directly or by reference therein, have the meanings assigned to them therein; 
 (c) all terms used
herein without definition which are defined in the Uniform Commercial Code of New York as in effect on the Execution Date shall have the meanings assigned to them therein; 

(d) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting
principles in the United States, and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder shall mean such accounting principles
as are generally accepted in the United States at the date of such computation or, at the election of the Company from time to time, at the Execution Date; provided, however, that in determining generally accepted accounting principles applicable to
the Company, effect shall be given, to the extent required, to any order, rule or regulation of any administrative agency, regulatory authority or other governmental body having jurisdiction over the Company; 

(e) any reference to an “Article” or a “Section” refers to an Article or a Section, as the case may be, of this Indenture;
and 
 (f) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this
Indenture as a whole and not to any particular Article, Section or other subdivision. 
 “1983 MORTGAGE” shall mean the Mortgage
and Deed of Trust, dated as of December 1, 1983, by and between the Company (formerly TXU Electric Delivery Company), which succeeded to and was substituted for TXU Electric Company (formerly Texas Utilities Electric Company and now named TXU
US Holdings Company), and Irving Trust Company (now The Bank of New York), as supplemented and modified from time to time. 

“ACCOUNTANT” means a person engaged in the accounting profession or otherwise qualified to pass on accounting matters (including,
but not limited to, a Person certified or licensed as a public accountant, whether or not then engaged in the public accounting profession), which Person, unless required to be Independent, may be an employee or Affiliate of the Company. 

“ACT”, when used with respect to any Holder of a Security, has the meaning specified in Section 106. 

“AFFILIATE” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person. For the purposes of this definition, “CONTROL” when used with respect to any specified Person means the power to direct generally the management and policies of such Person, directly or
indirectly, whether 
 through the ownership of voting securities, by contract or otherwise; and the terms “CONTROLLING” and “CONTROLLED”
have meanings correlative to the foregoing. 

  
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 “AUTHENTICATING AGENT” means any Person or Persons (other than the Company or an
Affiliate of the Company) authorized by the Trustee to act on behalf of the Trustee to authenticate the Securities of one or more series. 

“AUTHORIZED OFFICER” means the Chairman of the Board, the Vice Chairman, the President, any Vice President, the Treasurer, any
Assistant Treasurer, or any other officer, manager or agent of the Company duly authorized pursuant to a Board Resolution to act in respect of matters relating to this Indenture. 

“AUTHORIZED PURPOSES” means the authentication and delivery of Securities, the release of property and/or the withdrawal of cash
under any of the provisions of this Indenture. 
 “BENEFITTED SECURITIES” shall have the meaning specified in Section 7 07.

 “BOARD OF DIRECTORS” means either the board of directors, board of managers or similar governing body of the Company or any
committee thereof duly authorized to act in respect of matters relating to this Indenture. 
 “BOARD RESOLUTION” means a copy of a
resolution certified by the Secretary, an Assistant Secretary or an Authorized Officer of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the
Trustee. 
 “BUSINESS DAY”, when used with respect to a Place of Payment or any other particular location specified in the
Securities or this Indenture, means any day, other than a Saturday or Sunday, which is not a day on which banking institutions or trust companies in such Place of Payment or other location are generally authorized or required by law, regulation or
executive order to remain closed, except as may be otherwise specified as contemplated by Section 301. 
 “CAPITALIZATION”
has the meaning specified in Section 707. 
 “CAPITALIZED LEASE LIABILITIES” has the meaning specified in Section 7 07.

 “CLASS A BONDHOLDER’S CERTIFICATE” has the meaning specified in Section 1705. 

“CLASS A BONDS” means bonds or other obligations now or hereafter issued and Outstanding under any Class A Mortgage or
Mortgages. 
 “CLASS A MORTGAGE” means the 1983 Mortgage and each other mortgage or deed of trust or similar indenture, as amended
and supplemented from time to time, (i) to which any corporation that is subsequently merged into or consolidated with the Company was a party at the time of such merger or consolidation or (ii)(A) which constitutes a Lien on property conveyed
or otherwise transferred to the Company and (B) the obligations of the mortgagor under which have been duly assumed by the Company, and, in the case of either (i) or (ii) above, which is hereafter designated an additional Class A
Mortgage in an indenture supplemental hereto executed and delivered in accordance with Section 1706. 
 “COMMISSION” means
the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after the Execution Date such Commission is not existing and performing the duties now assigned to it under the Trust
Indenture Act, then the body, if any, performing such duties at such time. 

  
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 “COMPANY” means the Person named as the “Company” in the first paragraph of
this Indenture until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person. 

“COMPANY ORDER” or “COMPANY REQUEST” mean, respectively, a written order or request, as the case may be, signed in the
name of the Company by an Authorized Officer and delivered to the Trustee. 
 “CORPORATE TRUST OFFICE” means the office of the
Trustee at which at any particular time its corporate trust business shall be principally administered, which office at the Execution Date is located at 101 Barclay Street, Floor 21 West, New York, New York 10286. 

“CORPORATION” means a corporation, association, company, limited liability company, partnership, limited partnership, joint stock
company or business trust, and references to “corporate” and other derivations of “corporation” herein shall be deemed to include appropriate derivations of such entities. 

“COST” with respect to Property Additions has the meaning specified in Section 103. 

“DEBT” has the meaning specified in Section 707. 

“DEFAULTED INTEREST” has the meaning specified in Section 307. 

“DISCOUNT SECURITY” means any Security which provides for an amount less than the principal amount thereof to be due and payable
upon a declaration of acceleration of the Maturity thereof pursuant to Section 902. “Interest” with respect to a Discount Security means interest, if any, borne by such Security at a Stated Interest Rate. 

“DOLLAR” or “$” means a dollar or other equivalent unit in such coin or currency of the United States of America as at the
time shall be legal tender for the payment of public and private debts. 
 “ELECTRIC UTILITY PROPERTY” means any facilities,
machinery, equipment and fixtures for the transmission and distribution of electric energy, including switchyards, towers, substations, transformers, poles, lines, cable, conduits, ducts, conductors, meters, regulators and all other property of the
Company, real or personal, or improvements, extensions, additions, renewals or replacements of the foregoing, in each case used or useful or to be used in or in connection with the business of transmitting and distributing electric energy of the
character described in First Granting Clause or Second Granting Clause (without regard to whether the Release Date has occurred), whether owned by the Company at the Execution Date or hereafter acquired (other than Excepted Property with respect to
all of the property described in this definition). 
 “ELIGIBLE OBLIGATIONS” means: 

(a) with respect to Securities denominated in Dollars, Government Obligations or, if specified pursuant to Section 301
with respect to any Securities, other Investment Securities; or 
 (b) with respect to Securities denominated in a currency
other than Dollars or in a composite currency, such other obligations or instruments as shall be specified with respect to such Securities, as contemplated by Section 301. 

“EVENT OF DEFAULT” has the meaning specified in Section 901. 

“EXCEPTED PROPERTY” has the meaning specified in the granting clauses of this Indenture. 

  
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 “EXCHANGE ACT” means the Securities Exchange Act of 1934, as amended. 

“EXECUTION DATE” has the meaning specified in the first paragraph of this Indenture. 

“EXPERT” means a Person which is an engineer, appraiser or other expert and which, with respect to any certificate to be signed by
such Person and delivered to the Trustee, is qualified to pass upon the matters set forth in such certificate. For purposes of this definition, (a) “engineer” means a Person engaged in the engineering profession or otherwise qualified
to pass upon engineering matters (including, but not limited to, a Person licensed as a professional engineer, whether or not then engaged in the engineering profession) and (b) “appraiser” means a Person engaged in the business of
appraising property or otherwise qualified to pass upon the Fair Value or fair market value of property. 
 “EXPERT’S
CERTIFICATE” means a certificate signed by an Authorized Officer and by an Expert (which Expert (a) shall be selected either by the Board of Directors or by an Authorized Officer, the execution of such certificate by such Authorized
Officer to be conclusive evidence of such selection, and (b) except as otherwise required in Sections 1206, 1603, 1707, 1810, may be an employee or Affiliate of the Company) and delivered to the Trustee. The amount stated in any Expert’s
Certificate as to the Cost, Fair Value or fair market value of property shall be conclusive and binding upon the Company, the Trustee and the Holders of the Securities. 

“FAIR VALUE”, with respect to property, means the fair value of such property as may be determined by reference to (a) the
amount which would be likely to be obtained in an arm’s-length transaction with respect to such property between an informed and willing buyer and an informed and willing seller, under no compulsion, respectively, to buy or sell, (b) the
amount of investment with respect to such property which, together with a reasonable return thereon, would be likely to be recovered through ordinary business operations or otherwise, (c) the Cost, accumulated depreciation, and replacement cost
with respect to such property and/or (d) any other relevant factors; provided, however, that (x) the Fair Value of property shall be determined without deduction for any Liens on such property prior to the Lien of this Indenture (except as
otherwise provided in Section 1803) and (y) the Fair Value to the Company of Property Additions may be of less value to a Person which is not the owner or operator of the Mortgaged Property or any portion thereof than to a Person which is
such owner or operator. Fair Value may be determined, without physical inspection, by the use of accounting and engineering records and other data maintained by the Company or otherwise available to the Expert certifying the same. 

“FUNDED CASH” has the meaning specified in Section 102. 

“FUNDED PROPERTY” has the meaning specified in Section 102. 

“GOVERNMENTAL AUTHORITY” means the government of the United States or of any State or Territory thereof or of the District of
Columbia or of any county, municipality or other political subdivision of any thereof, or any department, agency, authority or other instrumentality of any of the foregoing. 

“GOVERNMENT OBLIGATIONS” means securities which are (a) (i) direct obligations of the United States where the payment or
payments thereunder are supported by the full faith and credit of the United States or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States where the timely payment or payments
thereunder are unconditionally guaranteed as a full faith and credit obligation by the United States or (b) depository receipts issued by a bank (as defined in Section 3(a)(2) of the Securities Act, which may include the Trustee or any
Paying Agent) as custodian with respect to any such Government Obligation or a specific payment of interest on or principal of or other amount with respect to any such Government Obligation held by such custodian for the account of the holder of a
depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the 

  
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holder of such depository receipt from any amount received by the custodian in respect of the Government Obligation or the specific payment of interest on or principal of or other amount with
respect to the Government Obligation evidenced by such depository receipt. 
 “HOLDER” means a Person in whose name a Security is
registered in the Security Register. 
 “INDENTURE” means this instrument as originally executed and as it may from time to time
be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental indenture, the provisions of the Trust
Indenture Act that are deemed to be a part of and govern this Indenture and any such supplemental indenture, respectively. The term “Indenture” shall also include the provisions or terms of particular series of Securities established in
any Officer’s Certificate, Board Resolution or Company Order delivered pursuant to Sections 201, 301, 303 and 1307. 

“INDEPENDENT”, when applied to any Accountant or Expert, means such a Person who (a) is in fact independent, (b) does not
have any direct material financial interest in the Company or in any other obligor upon the Securities or in any Affiliate of the Company or of such other obligor, (c) is not connected with the Company or such other obligor as an officer,
employee, promoter, underwriter, trustee, partner, director or any person performing similar functions and (d) is approved by the Trustee in the exercise of reasonable care. 

“INDEPENDENT EXPERT’S CERTIFICATE” means a certificate signed by an Independent Expert and delivered to the Trustee. 

“INTEREST” with respect to a Discount Security means interest, if any, borne by such Security at a Stated Interest Rate rather than
interest calculated at any imputed rate. 
 “INTEREST PAYMENT DATE”, when used with respect to any Security, means the Stated
Maturity of an installment of interest on such Security. 
 “INVESTMENT SECURITIES” means any of the following obligations or
securities on which neither the Company, any other obligor on the Securities nor any Affiliate of either is the obligor: (a) Government Obligations; (b) interest bearing deposit accounts (which may be represented by certificates of
deposit) in any national or state bank (which may include the Trustee or any Paying Agent) or savings and loan association which has outstanding securities rated by a nationally recognized rating organization in either of the two (2) highest
rating categories (without regard to modifiers) for short term securities or in any of the three (3) highest rating categories (without regard to modifiers) for long term securities; (c) bankers’ acceptances drawn on and accepted by
any commercial bank (which may include the Trustee or any Paying Agent) which has outstanding securities rated by a nationally recognized rating organization in either of the two (2) highest rating categories (without regard to modifiers) for
short term securities or in any of the three (3) highest rating categories (without regard to modifiers) for long term securities; (d) direct obligations of, or obligations the principal of and interest on which are unconditionally
guaranteed by, any State or Territory of the United States or the District of Columbia, or any political subdivision of any of the foregoing, which are rated by a nationally recognized rating organization in either of the two (2) highest rating
categories (without regard to modifiers) for short term securities or in any of the three (3) highest rating categories (without regard to modifiers) for long term securities; (e) bonds or other obligations of any agency or instrumentality
of the United States; (f) corporate debt securities which are rated by a nationally recognized rating organization in either of the two (2) highest rating categories (without regard to modifiers) for short term securities or in any of the
three (3) highest rating categories (without regard to modifiers) for long term securities; (g) repurchase agreements with respect to any of the foregoing obligations or securities with any banking or financial institution (which may
include the Trustee or any Paying Agent) which has outstanding securities rated by 

  
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a nationally recognized rating organization in either of the two (2) highest rating categories (without regard to modifiers) for short term securities or in any of the three (3) highest
rating categories (without regard to modifiers) for long term securities; (h) securities issued by any regulated investment company (including any investment company for which the Trustee or any Paying Agent is the advisor), as defined in
Section 851 of the Internal Revenue Code of 1986, as amended, or any successor section of such Code or successor federal statute, provided that the portfolio of such investment company is limited to obligations or securities of the character
and investment quality contemplated in clauses (a) through (f) above and repurchase agreements which are fully collateralized by any of such obligations or securities; and (i) any other obligations or securities which may lawfully be
purchased by the Trustee in its capacity as such. 
 “LIEN” means any mortgage, deed of trust, pledge, security interest,
encumbrance, easement, lease, reservation, restriction, servitude, charge or similar right and any other lien of any kind, including, without limitation, any conditional sale or other title retention agreement, any lease in the nature thereof, and
any defect, irregularity, exception or limitation in record title. 
 “MATURITY”, when used with respect to any Security, means
the date on which the principal of such Security or an installment of principal becomes due and payable as provided in such Security or in this Indenture, whether at the Stated Maturity, by declaration of acceleration, upon call for redemption or
otherwise. 
 “MORTGAGED PROPERTY” means, as of any particular time, all property which at such time is subject to the Lien of
this Indenture. 
 “NET TANGIBLE ASSETS” has the meaning specified in Section 707. 

“NOTICE OF DEFAULT” means a written notice of the kind specified in Section 901(c). 

“OFFICER’S CERTIFICATE” means a certificate signed by an Authorized Officer of the Company and delivered to the Trustee. 

“OPINION OF COUNSEL” means a written opinion of counsel, who may be counsel for the Company, and who shall be acceptable to the
Trustee. 
 “OUTSTANDING”, when used with respect to Securities, means, as of the date of determination, all Securities
theretofore authenticated and delivered under this Indenture, except: 
 (a) Securities theretofore canceled or delivered to
the Security Registrar for cancellation; 
 (b) Securities deemed to have been paid for all purposes of this Indenture in
accordance with Section 801 (whether or not the Company’s indebtedness in respect thereof shall be satisfied and discharged for any other purpose); and 

(c) Securities, the principal, premium, if any, and interest, if any, which have been fully paid pursuant to the third
paragraph of Section 306 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee
proof satisfactory to it and the Company that such Securities are held by a bona fide purchaser or purchasers in whose hands such Securities are valid obligations of the Company; 

provided, however, that in determining whether or not the Holders of the requisite principal amount of the Securities Outstanding under this Indenture, or the
Outstanding Securities of any series or Tranche, have given any request, demand, authorization, direction, notice, consent or waiver hereunder or whether or not a quorum is present at a meeting of Holders of Securities, 

  
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 (x) Securities owned by the Company or any other obligor upon the Securities or
any Affiliate of the Company or of such other obligor (unless the Company, such Affiliate or such obligor owns all Securities Outstanding under this Indenture, or (except for the purposes of actions to be taken by Holders of (i) more than one
series or more than one Tranche, as the case may be, voting as a class under Section 1302) all Outstanding Securities of each such series and each such Tranche, as the case may be, determined without regard to this clause (x)) shall be
disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver or upon any such determination as to the
presence of a quorum, only Securities which the Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded; provided, however, that Securities so owned which have been pledged in good faith may be regarded as
Outstanding if it is established to the reasonable satisfaction of the Trustee that the pledgee, and not the Company, or any such other obligor or Affiliate of either thereof, has the right so to act with respect to such Securities and that the
pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor; and provided, further, that in no event shall any Security which shall have been delivered to evidence or secure, in whole
or in part, the Company’s obligations in respect of other indebtedness be deemed to be owned by the Company if the principal of such Security is payable, whether at Stated Maturity or upon mandatory redemption, at the same time as the principal
of such other indebtedness is payable, whether at Stated Maturity or upon mandatory redemption or acceleration, but only to the extent of such portion of the principal amount of such Security as does not exceed the principal amount of such other
indebtedness, and 
 (y) the principal amount of a Discount Security that shall be deemed to be Outstanding for such purposes
shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the Maturity thereof pursuant to Section 902; and 

(z) the principal amount of any Security which is denominated in a currency other than Dollars or in a composite currency that
shall be deemed to be Outstanding for such purposes shall be the amount of Dollars which could have been purchased by the principal amount (or, in the case of a Discount Security, the Dollar equivalent on the date determined as set forth below of
the amount determined as provided in (y) above) of such currency or composite currency evidenced by such Security, in each such case certified to the Trustee in an Officer’s Certificate, based (i) on the average of the mean of the
buying and selling spot rates quoted by three banks which are members of the New York Clearing House Association selected by the Company in effect at 11: 00 A.M. (New York time) in The City of New York on the fifth Business Day preceding any such
determination or (ii) if on such fifth Business Day it shall not be possible or practicable to obtain such quotations from such three banks, on such other quotations or alternative methods of determination which shall be as consistent as
practicable with the method set forth in (i) above; 
 provided, further, that in the case of any Security the principal of which is payable from time
to time without presentment or surrender, the principal amount of such Security that shall be deemed to be Outstanding at any time for all purposes of this Indenture shall be the original principal amount thereof less the aggregate amount of
principal thereof theretofore paid. 
 “OUTSTANDING” , when used with respect to Class A Bonds, has the meaning specified in
the related Class A Mortgage. 

  
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 “PAYING AGENT” means any Person, including the Company, authorized by the Company to
pay the principal of, and premium, if any, or interest, if any, on any Securities on behalf of the Company. 
 “PERIODIC OFFERING”
means an offering of Securities of a series from time to time any or all of the specific terms of which Securities, including without limitation the rate or rates of interest, if any, thereon, the Stated Maturity or Maturities thereof and the
redemption provisions, if any, with respect thereto, are to be determined by the Company or its agents from time to time subsequent to the initial request for the authentication and delivery of such Securities by the Trustee, as contemplated in
Section 301 and clause (b) of Section 3 03. 
 “PERMITTED LIENS” means, as of any particular time, any of the
following: 
 (a) Liens existing at the Execution Date (including but not limited to, the Lien of the 1983 Mortgage); 

(b) as to property acquired by the Company after the Execution Date, Liens existing or placed thereon at the time of the
acquisition thereof (including, but not limited to, the Lien of any Class A Mortgage); 
 (c) Liens for taxes,
assessments and other governmental charges or requirements which are not delinquent or which are being contested in good faith by appropriate proceedings; 

(d) mechanics’, workmen’s, repairmen’s, materialmen’s, warehousemen’s, and carriers’ Liens, other
Liens incident to construction, Liens or privileges of any employees of the Company for salary or wages earned, but not yet payable, and other Liens, including without limitation Liens for worker’s compensation awards, arising in the ordinary
course of business for charges or requirements which are not delinquent or which are being contested in good faith and by appropriate proceedings; 

(e) Liens in respect of attachments, judgments or awards arising out of judicial or administrative proceedings (i) in an
amount not exceeding the greater of (A) Ten Million Dollars ($10,000,000) and (B) three percent (3%) of the sum of (1) the principal amount of the Securities then Outstanding and (2) the principal amount of Class A
Bonds then Outstanding other than Class A Bonds delivered to and held by the Trustee pursuant to Sections 1602 and 1701 or (ii) with respect to which the Company shall (X) in good faith be prosecuting an appeal or other proceeding for
review and with respect to which the Company shall have secured a stay of execution pending such appeal or other proceeding or (Y) have the right to prosecute an appeal or other proceeding for review; 

(f) easements, leases, reservations or other rights of others in, on, over and/or across, and laws, regulations and
restrictions affecting, and defects, irregularities, exceptions and limitations in title to, the Mortgaged Property or any part thereof; provided, however, that such easements, leases, reservations, rights, laws, regulations, restrictions, defects,
irregularities, exceptions and limitations do not in the aggregate materially impair the use by the Company of the Mortgaged Property considered as a whole for the purposes for which it is held by the Company; 

(g) defects, irregularities, exceptions and limitations in title to real property subject to rights-of-way in favor of the
Company or otherwise or used or to be used by the Company primarily for right-of-way purposes or real property held under lease, easement, license or similar right; provided, however, that (i) the Company shall have


  
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obtained from the apparent owner or owners of such real property a sufficient right, by the terms of the instrument granting such right-of-way, lease, easement, license or similar right, to the
use thereof for the purposes for which the Company acquired the same; (ii) the Company has power under eminent domain or similar statutes to remove such defects, irregularities, exceptions or limitations or (iii) such defects,
irregularities, exceptions and limitations may be otherwise remedied without undue effort or expense; and defects, irregularities, exceptions and limitations in title to flood lands, flooding rights and/or water rights; 

(h) Liens securing indebtedness or other obligations neither created, assumed nor guaranteed by the Company nor on account of
which it customarily pays interest upon real property or rights in or relating to real property acquired by the Company for the purpose of the transmission or distribution of electric energy, gas or water, for the purpose of telephonic, telegraphic,
radio, wireless or other electronic communication or otherwise for the purpose of obtaining rights-of-way; 
 (i) leases
existing at the Execution Date affecting properties owned by the Company at said date and renewals and extensions thereof; and leases affecting such properties entered into after such date or affecting properties acquired by the Company after such
date which, in either case, (i) have respective terms of not more than ten (10) years (including extensions or renewals at the option of the tenant) or (ii) do not materially impair the use by the Company of such properties for the
respective purposes for which they are held by the Company; 
 (j) Liens vested in lessors, licensors, franchisors or
permitters for rent or other amounts to become due or for other obligations or acts to be performed, the payment of which rent or the performance of which other obligations or acts is required under leases, subleases, licenses, franchises or
permits, so long as the payment of such rent or other amounts or the performance of such other obligations or acts is not delinquent or is being contested in good faith and by appropriate proceedings; 

(k) controls, restrictions, obligations, duties and/or other burdens imposed by federal, state, municipal or other law, or by
rules, regulations or orders of Governmental Authorities, upon the Mortgaged Property or any part thereof or the operation or use thereof or upon the Company with respect to the Mortgaged Property or any part thereof or the operation or use thereof
or with respect to any franchise, grant, license, permit or public purpose requirement, or any rights reserved to or otherwise vested in Governmental Authorities to impose any such controls, restrictions, obligations, duties and/or other burdens;

 (l) rights which Governmental Authorities may have by virtue of franchises, grants, licenses, permits or contracts, or by
virtue of law, to purchase, recapture or designate a purchaser of or order the sale of the Mortgaged Property or any part thereof, to terminate franchises, grants, licenses, permits, contracts or other rights or to regulate the property and business
of the Company; and any and all obligations of the Company correlative to any such rights; 
 (m) Liens required by law or
governmental regulations (i) as a condition to the transaction of any business or the exercise of any privilege or license, (ii) to enable the Company to maintain self-insurance or to participate in any funds established to cover any
insurance risks, (iii) in connection with workmen’s compensation, unemployment insurance, social security, any pension or welfare benefit plan or (iv) to share in the privileges or benefits required for companies participating in one
or more of the arrangements described in clauses (ii) and (iii) above; 

  
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 (n) Liens on the Mortgaged Property or any part thereof which are granted by the
Company to secure duties or public or statutory obligations or to secure, or serve in lieu of, surety, stay or appeal bonds; 

(o) rights reserved to or vested in others to take or receive any part of any coal, ore, gas, oil and other minerals, any
timber and/or any electric capacity or energy, gas, water, steam and any other products, developed, produced, manufactured, generated, purchased or otherwise acquired by the Company or by others on property of the Company; 

(p) (i) rights and interests of Persons other than the Company arising out of contracts, agreements and other instruments
to which the Company is a party and which relate to the common ownership or joint use of property; and (ii) all Liens on the interests of Persons other than the Company in property owned in common by such Persons and the Company if and to the
extent that the enforcement of such Liens would not adversely affect the interests of the Company in such property in any material respect; 

(q) any restrictions on assignment and/or requirements of any assignee to qualify as a permitted assignee and/or public utility
or public service corporation; 
 (r) any Liens which have been bonded for the full amount in dispute or for the payment of
which other adequate security arrangements have been made; 
 (s) rights and interests granted pursuant to
Section 1802(c); 
 (t) Prepaid Liens, Liens of any Class A Mortgage, Purchase Money Liens and all other Liens
permitted to exist under Section 707 (whether before or after the Release Date); and 
 (u) any Lien of the Trustee
granted pursuant to Section 1007. 
 “PERMITTED SECURED DEBT” has the meaning specified in Section 707. 

“PERSON” means any individual, corporation, joint venture, trust or unincorporated organization or any Governmental Authority. 

“PLACE OF PAYMENT”, when used with respect to the Securities of any series, or Tranche thereof, means the place or places, specified
as contemplated by Section 301, at which, subject to Section 702, principal of and premium, if any, and interest, if any, on the Securities of such series or Tranche are payable. 

“PREDECESSOR SECURITY” of any particular Security means every previous Security evidencing all or a portion of the same debt as that
evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security. 
 “PREPAID LIENS” means any Lien securing
indebtedness for the payment of which money in the necessary amount shall have been irrevocably deposited in trust with the trustee or other holder of such Lien; provided, however, that if such indebtedness is to be redeemed or otherwise prepaid
prior to the stated maturity thereof, any notice requisite to such redemption or prepayment shall have been given in accordance with the mortgage or other instrument creating such Lien or irrevocable instructions to give such notice shall have been
given to such trustee or other holder. 

  
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 “PROPERTY ADDITIONS” has the meaning specified in Section 103. 

“PURCHASE MONEY LIEN” means, with respect to any property being acquired or disposed of by the Company or being released from the
Lien of this Indenture, a Lien on such property which 
 (a) is taken or retained by the transferor of such property to
secure all or part of the purchase price thereof; 
 (b) is granted to one or more Persons other than the transferor which,
by making advances or incurring an obligation, give value to enable the grantor of such Lien to acquire rights in or the use of such property; 

(c) is granted to any other Person in connection with the release of such property from the Lien of this Indenture on the basis
of the deposit with the Trustee or the trustee or other holder of a Lien prior to the Lien of this Indenture of obligations secured by such Lien on such property (as well as any other property subject thereto); 

(d) is held by a trustee or agent for the benefit of one or more Persons described in clause (a), (b) and/or
(c) above, provided that such Lien may be held, in addition, for the benefit of one or more other Persons which shall have theretofore given, or may thereafter give, value to or for the benefit or account of the grantor of such Lien for one or
more other purposes; or 
 (e) otherwise constitutes a purchase money mortgage or a purchase money security interest under
applicable law; 
 and, without limiting the generality of the foregoing, for purposes of this Indenture, the term Purchase Money Lien shall be deemed to
include any Lien described above whether or not such Lien (x) shall permit the issuance or other incurrence of additional indebtedness secured by such Lien on such property, (y) shall permit the subjection to such Lien of additional
property and the issuance or other incurrence of additional indebtedness on the basis thereof and/or (z) shall have been granted prior to the acquisition, disposition or release of such property, shall attach to or otherwise cover property
other than the property being acquired, disposed of or released and/or shall secure obligations issued prior and/or subsequent to the issuance of the obligations delivered in connection with such acquisition, disposition or release. 

“REDEMPTION DATE”, when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to
this Indenture. 
 “REDEMPTION PRICE”, when used with respect to any Security to be redeemed, means the price at which it is to be
redeemed pursuant to this Indenture, exclusive of accrued and unpaid interest. 
 “REGULAR RECORD DATE” for the interest payable
on any Interest Payment Date on the Securities of any series means the date specified for that purpose as contemplated by Section 301. 

“RELEASE DATE” shall mean the date chosen by the Company and specified in the Company Order delivered to the Trustee under
Section 1811. 
 “REQUIRED CURRENCY” has the meaning specified in Section 311. 

  
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 “RESPONSIBLE OFFICER”, when used with respect to the Trustee, means any Vice President,
Assistant Vice President, Trust Officer or other officer of the Trustee who, in the case of each of the foregoing, is assigned by the Trustee to its corporate trust department responsible for the administration of this Indenture that is located in
the Corporate Trust Office. 
 “RETIRED SECURITIES” means any Securities authenticated and delivered under this Indenture which
(a) no longer remain Outstanding by reason of the applicability of clause (a) or (b) in the definition of “Outstanding” (other than any Predecessor Security of any Security), (b) have not been made the basis under any
of the provisions of this Indenture of one or more Authorized Purposes or (c) have not been paid, redeemed, purchased or otherwise retired by the application thereto of Funded Cash. 

“SECURED DEBT” has the meaning specified in Section 707. 

“SECURITIES” has the meaning stated in the first recital of this Indenture and more particularly means any securities authenticated
and delivered under this Indenture. 
 “SECURITIES ACT” means the Securities Act of 1933, as amended. 

“SECURITY REGISTER” AND “SECURITY REGISTRAR” have the respective meanings specified in Section 305. 

“SPECIAL RECORD DATE” for the payment of any Defaulted Interest on the Securities of any series means a date fixed by the Trustee
pursuant to Section 3 07. 
 “STATED INTEREST RATE” means a rate (whether fixed or variable) at which an obligation by its
terms is stated to bear simple interest. Any calculation or other determination to be made under this Indenture by reference to the Stated Interest Rate on a Security shall be made without regard to the effective interest cost to the Company of such
Security and without regard to the Stated Interest Rate on, or the effective cost to the Company of, any other indebtedness the Company’s obligations in respect of which are evidenced or secured in whole or in part by such Security. 

“STATED MATURITY”, when used with respect to any Security or any obligation or any installment of principal thereof or interest
thereon, means the date on which the principal of such obligation or such installment of principal or interest is stated to be due and payable (without regard to any provisions for redemption, prepayment, acceleration, purchase or extension). 

“SUCCESSOR COMPANY” has the meaning set forth in Section 1201. 

“SUPPLEMENTAL INDENTURE” OR “INDENTURE SUPPLEMENTAL HERETO” means an instrument supplementing or amending this Indenture
executed and delivered pursuant to Article Thirteen. 
 “TRANCHE” means a group of Securities which (a) are of the same
series and (b) have identical terms except as to principal amount and/or date of issuance. 
 “TRUSTEE” means the Person
named as the “Trustee” in the first paragraph of this Indenture until a successor Trustee shall have been appointed by the Company pursuant to Section 1010 or otherwise have become such with respect to one or more series of Securities
pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one such Person, “Trustee” as used with
respect to the Securities of any series shall mean the Trustee with respect to Securities of that series. 
 “TRUST INDENTURE ACT”
means, as of any time, the Trust Indenture Act of 1939 as in effect at such time. 

  
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 “UNITED STATES” means the United States of America, its territories, its possessions
and other areas subject to its jurisdiction. 
  

	SECTION 102.	FUNDED PROPERTY; FUNDED CASH. 

 “FUNDED PROPERTY” means: 

(a) all Property Additions to the extent that the same shall then be subject to the Lien of a Class A Mortgage; 

(b) all Property Additions to the extent that the same shall have been made the basis of the authentication and delivery of
Securities under this Indenture pursuant to Section 1603; 
 (c) all Property Additions to the extent that the same
shall have been made the basis of the release of Funded Property from the Lien of this Indenture pursuant to Section 1803; 

(d) all Property Additions to the extent that the same shall have been substituted for Funded Property retired pursuant to
Section 103; 
 (e) all Property Additions to the extent that the same shall have been made the basis of the withdrawal
of cash held by the Trustee pursuant to Section 1605 or 1806; and 
 (f) all Property Additions to the extent that the
same shall have been used as the basis of a credit against, or otherwise in satisfaction of, the requirements of any sinking, improvement, maintenance, replacement or similar fund or analogous provision established with respect to the Securities of
any series, or any Tranche thereof, as contemplated by Section 301; provided, however, that any such Property Additions shall cease to be Funded Property when all of the Securities of such series or Tranche shall cease to be Outstanding. 

In the event that in any certificate filed with the Trustee in connection with any of the Property Additions referred to in clauses (a), (b),
(c), (e) and (f) of this Section, only a part of the Cost or Fair Value of the Property Additions described in such certificate shall be required for the purposes of such certificate, then such Property Additions shall be deemed to be
Funded Property only to the extent so required for the purpose of such certificate. 
 All Funded Property that shall be abandoned,
destroyed, released or otherwise disposed of shall for the purpose of Section 103 hereof be deemed Funded Property retired and for other purposes of this Indenture shall thereupon cease to be Funded Property but as in this Indenture provided
may at any time thereafter again become Funded Property. Neither any reduction in the Cost or book value of property recorded in the plant account of the Company, nor the transfer of any amount appearing in such account to intangible and/or
adjustment accounts, otherwise than in connection with actual retirements of physical property abandoned, destroyed, released or disposed of, and otherwise than in connection with the removal of such property in its entirety from plant account,
shall be deemed to constitute a retirement of Funded Property. 
 The Company may make allocations, on a pro-rata or other reasonable basis
(including, but not limited to, the designation of specific properties or the designation of all or a specified portion of the properties reflected in one or more generic accounts or subaccounts in the Company’s books of account), for the
purpose of determining the extent to which fungible properties, or other properties not otherwise identified, reflected in the same generic account or subaccount in the Company’s books of account constitute Funded Property or Funded Property
retired. 

  
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 “FUNDED CASH” means: 

(a) cash, held by the Trustee hereunder, to the extent that it represents the proceeds of insurance on Funded Property (except
as otherwise provided in Section 1815), or cash deposited in connection with the release of Funded Property pursuant to Article Eighteen, or the payment of the principal of, or the proceeds of the release of, obligations secured by Purchase
Money Lien and delivered to the Trustee pursuant to Article Eighteen, all subject, however, to the provisions of Section 1815 and Section 18 06; 

(b) any cash deposited with the Trustee under Section 1605; and 

(c) any cash received by the Trustee from the payment of the principal of Class A Bonds delivered to and held by the
Trustee pursuant to Sections 1602 and 1701. 
  

	SECTION 103.	PROPERTY ADDITIONS; COST. 

 (a) “PROPERTY ADDITIONS” means, as of any particular time,
any item, unit or element of property which at such time is owned by the Company and is Mortgaged Property. 
 (b) When any Property
Additions are certified to the Trustee as the basis of any Authorized Purpose (except as otherwise provided in Section 1803 and Section 1806), 

(i) there shall be deducted from the Cost or Fair Value to the Company thereof, as the case may be (as of the date so
certified), an amount equal to the Cost (or as to Property Additions of which the Fair Value to the Company at the time the same became Funded Property was certified to be an amount less than the Cost as determined pursuant to this Section, then
such Fair Value, as so certified, in lieu of Cost) of all Funded Property of the Company retired to the date of such certification (other than the Funded Property, if any, in connection with the application for the release of which such certificate
is filed) and not theretofore deducted from the Cost or Fair Value to the Company of Property Additions theretofore certified to the Trustee, and 

(ii) there may, at the option of the Company, be added to such Cost or Fair Value, as the case may be, the sum of 

(1) the principal amount of any obligations secured by Purchase Money Lien, not theretofore so added and which the Company
then elects so to add, which shall theretofore have been delivered to the Trustee or the trustee or other holder of a Lien prior to the Lien of this Indenture as the basis of the release of Funded Property retired from the Lien of this Indenture or
such prior Lien, as the case may be; 
 (2) the amount of any cash, not theretofore so added and which the Company then
elects so to add, which shall theretofore have been delivered to the Trustee or the trustee or other holder of a Lien prior to the Lien of this Indenture as the proceeds of insurance on Funded Property retired (to the extent of the portion thereof
deemed to be Funded Cash) or as the basis of the release of Funded Property retired from the Lien of this Indenture or from such prior Lien, as the case may be; 

(3) the principal amount of any Security or Securities, or portion of such principal amount, not theretofore so added and
which the Company then elects so to add, (I) which shall theretofore have been delivered to the Trustee as the basis of the release of Funded Property retired or (II) the right 

  
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to the authentication and delivery of which under the provisions of Section 1604 shall at any time theretofore have been waived under Section 1803(d)(iii) as the basis of the release of
Funded Property retired; 
 (4) the Cost or Fair Value to the Company (whichever shall be less) of any Property Additions,
not theretofore so added and which the Company then elects so to add, which shall theretofore have been made the basis of the release of Funded Property retired (such Fair Value to be the amount shown in the Expert’s Certificate delivered to
the Trustee in connection with such release); and 
 (5) the Cost to the Company of any Property Additions (including
Property Additions subject to the Lien of a Class A Mortgage) not theretofore so added and which the Company then elects so to add, to the extent that the same shall have been substituted for Funded Property retired; 

provided, however, that the aggregate of the amounts added under clause (ii) above shall in no event exceed the amounts deducted under
clause (i) above. 
 (c) Except as otherwise provided in Section 1803, the term “COST” with respect to Property
Additions shall mean the sum of (i) any cash delivered in payment therefor or for the acquisition thereof, (ii) an amount equivalent to the fair market value in cash (as of the date of delivery) of any securities or other property
delivered in payment therefor or for the acquisition thereof, (iii) the principal amount of any obligations secured by prior Lien (other than a Class A Mortgage) upon such Property Additions outstanding at the time of the acquisition
thereof, (iv) the principal amount of any other obligations incurred or assumed in connection with the payment for such Property Additions or for the acquisition thereof and (v) any other amounts which, in accordance with generally
accepted accounting principles, are properly charged or chargeable to the plant or other property accounts of the Company with respect to such Property Additions as part of the cost of construction or acquisition thereof, including, but not limited
to, any allowance for funds used during construction or any similar or analogous amount; provided, however, that, notwithstanding any other provision of this Indenture, 

(i) with respect to Property Additions owned by a successor corporation immediately prior to the time it shall have become such
by consolidation or merger or acquired by a successor corporation in or as a result of a consolidation or merger (excluding, in any case, Property Additions owned by the Company immediately prior to such time), Cost shall mean the amount or amounts
at which such Property Additions are recorded in the plant or other property accounts of such successor corporation, or the predecessor corporation from which such Property Additions are acquired, as the case may be, immediately prior to such
consolidation or merger; 
 (ii) with respect to Property Additions which shall have been acquired (otherwise than by
construction) by the Company without any consideration consisting of cash, securities or other property or the incurring or assumption of indebtedness, no determination of Cost shall be required, and, wherever in this Indenture provision is made for
Cost or Fair Value, Cost with respect to such Property Additions shall mean an amount equal to the Fair Value to the Company thereof or, if greater, the aggregate amount reflected in the Company’s books of account with respect thereto upon the
acquisition thereof; and 
 (iii) in no event shall the Cost of Property Additions be required to reflect any depreciation or
amortization in respect of such Property Additions, or any adjustment to the amount or amounts at which such Property Additions are recorded in plant or other property accounts due to the non-recoverability of investment or otherwise. 

  
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 If any Property Additions are shown by the Expert’s Certificate provided for in
Section 1603(b)(ii) to include property which has been used or operated by others than the Company in a business similar to that in which it has been or is to be used or operated by the Company, the Cost thereof need not be reduced by any
amount in respect of any goodwill, going concern value rights and/or intangible property simultaneously acquired for which no separate or distinct consideration shall have been paid or apportioned, and in such case the term Property Additions as
defined herein may include such goodwill, going concern value rights and intangible property. 
  

	SECTION 104.	COMPLIANCE CERTIFICATES AND OPINIONS. 

 Except as otherwise expressly provided in this
Indenture, upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate stating that in the opinion of the Authorized
Officer executing such Officer’s Certificate all conditions precedent, if any, provided for in this Indenture relating to the proposed action (including any covenants compliance with which constitutes a condition precedent) have been complied
with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. 

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: 

(a) a statement that each Person signing such certificate or opinion has read such covenant or condition and the definitions herein relating
thereto; 
 (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based; 
 (c) a statement that, in the opinion of each such Person, such Person has made such
examination or investigation as is necessary to enable such Person to express an informed opinion as to whether or not such covenant or condition has been complied with; and 

(d) a statement as to whether, in the opinion of each such Person, such condition or covenant has been complied with. 

 

	SECTION 105.	FORM OF DOCUMENTS DELIVERED TO TRUSTEE. 

 (a) Any Officer’s Certificate may be based
(without further examination or investigation), insofar as it relates to or is dependent upon legal matters, upon an opinion of, or representations by, counsel, and, insofar as it relates to or is dependent upon matters which are subject to
verification by Accountants, upon a certificate or opinion of, or representations by, an Accountant, and insofar as it relates to or is dependent upon matters which are required in this Indenture to be covered by a certificate or opinion of, or
representations by, an Expert, upon the certificate or opinion of, or representations by, an Expert, unless, in any case, such officer has actual knowledge that the certificate or opinion or representations with respect to the matters upon which
such Officer’s Certificate may be based as aforesaid are erroneous. 
 Any Expert’s Certificate may be based (without further
examination or investigation), insofar as it relates to or is dependent upon legal matters, upon an opinion of, or representations by, 

  
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counsel, and insofar as it relates to or is dependent upon factual matters, information with respect to which is in the possession of the Company and which are not subject to verification by
Experts, upon a certificate or opinion of, or representations by, an officer or officers of the Company, unless such expert has actual knowledge that the certificate or opinion or representations with respect to the matters upon which his
certificate or opinion may be based as aforesaid are erroneous. 
 Any certificate of an Accountant may be based (without further
examination or investigation), insofar as it relates to or is dependent upon legal matters, upon an opinion of, or representations by, counsel, and in so far as it relates to or is dependent upon factual matters, information with respect to which is
in the possession of the Company and which are not subject to verification by Accountants, upon a certificate of, or representations by, an officer or officers of the Company, unless such Accountant has actual knowledge that the certificate or
opinion or representations with respect to the matters upon which his certificate or opinion may be based as aforesaid are erroneous. 
 Any
Opinion of Counsel may be based (without further examination or investigation), insofar as it relates to or is dependent upon factual matters, information with respect to which is in the possession of the Company, upon a certificate of, or
representations by, an officer or officers of the Company, and, insofar as it relates to or is dependent upon matters which are subject to verification by Accountants upon a certificate or opinion of, or representations by, an Accountant, and,
insofar as it relates to or is dependent upon matters required in this Indenture to be covered by a certificate or opinion of, or representations by, an Expert, upon the certificate or opinion of, or representations by, an Expert, unless such
counsel has actual knowledge that the certificate or opinion or representations with respect to the matters upon which his opinion may be based as aforesaid are erroneous. In addition, any Opinion of Counsel may be based (without further examination
or investigation), insofar as it relates to or is dependent upon matters covered in an Opinion of Counsel rendered by other counsel, upon such other Opinion of Counsel, unless such counsel has actual knowledge that the Opinion of Counsel rendered by
such other counsel with respect to the matters upon which his Opinion of Counsel may be based as aforesaid are erroneous. Further, any Opinion of Counsel with respect to the status of title to or the sufficiency of descriptions of property, and/or
the existence of Liens thereon, and/or the recording or filing of documents, and/or any similar matters, may be based (without further examination or investigation) upon (i) title insurance policies or commitments and reports, abstracts of
title, lien search certificates and other similar documents or (ii) certificates of, or representations by, officers, employees, agents and/or other representatives of the Company or (iii) any combination of the documents referred to in
(i) and (ii), unless, in any case, such counsel has actual knowledge that the document or documents with respect to the matters upon which his opinion may be based as aforesaid are erroneous. If, in order to render any Opinion of Counsel
provided for herein, the signer thereof shall deem it necessary that additional facts or matters be stated in any Officer’s Certificate, certificate of an Accountant or Expert’s Certificate provided for herein, then such certificate may
state all such additional facts or matters as the signer of such Opinion of Counsel may request. 
 (b) In any case where several matters
are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one
document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.
Where (i) any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, or (ii) two or more Persons are each required to make,
give or execute any such application, request, consent, certificate, statement, opinion or other instrument, any such applications, requests, consents, certificates, statements, opinions or other instruments may, but need not, be consolidated and
form one instrument. 

  
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 (c) Whenever, subsequent to the receipt by the Trustee of any Board Resolution, Officer’s
Certificate, Expert’s Certificate, Opinion of Counsel or other document or instrument, a clerical, typographical or other inadvertent or unintentional error or omission shall be discovered therein, a new document or instrument may be
substituted therefor in corrected form with the same force and effect as if originally filed in the corrected form and, irrespective of the date or dates of the actual execution and/or delivery thereof, such substitute document or instrument shall
be deemed to have been executed and/or delivered as of the date or dates required with respect to the document or instrument for which it is substituted. Anything in this Indenture to the contrary notwithstanding, if any such corrective document or
instrument indicates that action has been taken by or at the request of the Company which could not have been taken had the original document or instrument not contained such error or omission, the action so taken shall not be invalidated or
otherwise rendered ineffective but shall be and remain in full force and effect, except to the extent that such action was a result of willful misconduct or bad faith. Without limiting the generality of the foregoing, any Securities issued under the
authority of such defective document or instrument shall nevertheless be the valid obligations of the Company entitled to the benefits of this Indenture equally and ratably with all other Outstanding Securities, except as aforesaid. 

 

	SECTION 106.	ACTS OF HOLDERS. 

 (a) Any request, demand, authorization, direction, notice, consent, election,
waiver or other action provided by this Indenture to be made, given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in
writing or, alternatively, may be embodied in and evidenced by the record of Holders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Holders duly called and held in accordance with the provisions
of Article Fourteen, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and,
where it is hereby expressly required, to the Company. Such instrument or instruments and any such record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such
instrument or instruments and so voting at any such meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or of the holding by any Person of a Security, shall be sufficient for any purpose of this Indenture
and (subject to Section 1001) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section. The record of any meeting of Holders shall be proved in the manner provided in Section 1406. 

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof or may be proved in any
other manner which the Trustee and the Company deem sufficient. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. 

(c) The ownership, principal amount (except as otherwise contemplated in clause (y) of the first proviso to the definition of
Outstanding) and serial numbers of Securities held by any Person, and the date of holding the same, shall be proved by the Security Register. 

(d) Any request, demand, authorization, direction, notice, consent, election, waiver or other Act of a Holder shall bind every future Holder
of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance
thereon, whether or not notation of such action is made upon such Security. 

  
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 (e) Until such time as written instruments shall have been delivered to the Trustee with respect
to the requisite percentage of principal amount of Securities for the action contemplated by such instruments, any such instrument executed and delivered by or on behalf of a Holder may be revoked with respect to any or all of such Securities by
written notice by such Holder or any subsequent Holder, proven in the manner in which such instrument was proven. 
 (f) Securities of any
series, or any Tranche thereof, authenticated and delivered after any Act of Holders may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any action taken by such Act of Holders. If the Company shall so
determine, new Securities of any series, or any Tranche thereof, so modified as to conform, in the opinion of the Trustee and the Company, to such action may be prepared and executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series or Tranche. 
 (g) If the Company shall solicit from Holders any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may, at its option, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or
other Act, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of
record at the close of business on the record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of the Outstanding Securities have authorized or agreed or consented to such request,
demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Securities shall be computed as of the record date. 
  

	SECTION 107.	NOTICES, ETC. TO TRUSTEE OR COMPANY. 

 Except as otherwise provided herein, any request, demand,
authorization, direction, notice, consent, election, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, the Trustee by any Holder or by the Company, or the
Company by the Trustee or by any Holder, shall be sufficient for every purpose hereunder (unless otherwise expressly provided herein) if in writing and delivered personally to an officer or other responsible employee of the addressee, or transmitted
by facsimile transmission or other direct written electronic means to such telephone number or other electronic communications address set forth for such party below or such other address as the parties hereto shall from time to time designate, or
delivered by registered or certified mail or reputable overnight courier, charges prepaid, to the applicable address set forth for such party below or to such other address as either party hereto may from time to time designate: 

If to the Trustee, to: 
 The Bank
of New York 
 Corporate Trust Administration 

101 Barclay Street, Floor 21W 

New York, New York 10286 

Attention:        Vice President 

Telephone:      (212)896-7136 

Telecopy:        (212)896-7298 

If to the Company, to: 
 Oncor
Electric Delivery Company 
 Energy Plaza 

  
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 1601 Bryan Street 

Dallas, Texas 75201 
 Attention:
Treasurer 
 Telephone: (214)812-5565 

Telecopy:   (214)812-8998 

Any communication contemplated herein shall be deemed to have been made, given, furnished and filed if personally delivered, on the date of
delivery, if transmitted by facsimile transmission or other direct written electronic means, on the date of transmission, and if transmitted by registered or certified mail or reputable overnight courier, on the date of receipt. 

 

	SECTION 108.	NOTICE TO HOLDERS OF SECURITIES; WAIVER. 

 Except as otherwise expressly provided herein, where
this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given, and shall be deemed given, to Holders if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at the address
of such Holder as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date, if any, prescribed for the giving of such Notice. 

In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice to
Holders by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. In any case where notice to Holders is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. 

Any notice required by this Indenture may be waived in writing by the Person entitled to receive such notice, either before or after the event
otherwise to be specified therein, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver. 
  

	SECTION 109.	CONFLICT WITH TRUST INDENTURE ACT. 

 If any provision of this Indenture limits, qualifies or
conflicts with another provision hereof which is required or deemed to be included in this Indenture by, or is otherwise governed by, any provision of the Trust Indenture Act, such other provision shall control; and if any provision hereof otherwise
conflicts with the Trust Indenture Act, the Trust Indenture Act shall control unless otherwise provided as contemplated by Section 301 with respect to any series of Securities. 

 

	SECTION 110.	EFFECT OF HEADINGS AND TABLE OF CONTENTS. 

 The Article and Section headings in this Indenture
and the Table of Contents are for convenience only and shall not affect the construction hereof. 
  

	SECTION 111.	SUCCESSORS AND ASSIGNS. 

 All covenants and agreements in this Indenture by the Company and
Trustee shall bind their respective successors and assigns, whether so expressed or not. 

  
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	SECTION 112.	SEPARABILITY CLAUSE. 

 In case any provision in this Indenture or the Securities shall be held
to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
  

	SECTION 113.	BENEFITS OF INDENTURE. 

 Nothing in this Indenture or the Securities, express or implied, shall
give to any Person, other than the parties hereto, their successors hereunder and the Holders of any Outstanding Securities, any benefit or any legal or equitable right, remedy or claim under this Indenture. 

 

	SECTION 114.	GOVERNING LAW. 

 This Indenture and the Securities shall be governed by and construed in
accordance with the law of the State of New York (including without limitation Section 5-1401 of the New York General Obligations Law or any successor to such statute), except to the extent that the Trust Indenture Act shall be applicable and
except to the extent that the law of the State of Texas shall mandatorily govern. 
  

	SECTION 115.	LEGAL HOLIDAYS. 

 In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities other than a provision in Securities of any series, or any Tranche thereof, or in the
indenture supplemental hereto, Board Resolution or Officer’s Certificate which establishes the terms of the Securities of such series or Tranche, which specifically states that such provision shall apply in lieu of this Section) payment of
interest or principal and premium, if any, need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date,
Redemption Date, or Stated Maturity, and, if such payment is made or duly provided for on such Business Day, no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption Date or Stated
Maturity, as the case may be, to such Business Day. 
  

	SECTION 116.	INVESTMENT OF CASH HELD BY TRUSTEE. 

 Any cash held by the Trustee or any Paying Agent under any
provision of this Indenture shall, except as otherwise provided in Section 1806 or in Article Eight, at the request of the Company evidenced by Company Order, be invested or reinvested in Investment Securities designated by the Company (such
Company Order to contain a representation to the effect that the securities designated therein constitute Investment Securities), any interest on such Investment Securities shall be promptly paid over to the Company as received free and clear of any
Lien. Such Investment Securities shall be held subject to the same provisions hereof as the cash used to purchase the same, but upon a like request of the Company shall be sold, in whole or in designated part, and the proceeds of such sale shall be
held subject to the same provisions hereof as the cash used to purchase the Investment Securities so sold. If such sale shall produce a net sum less than the cost of the Investment Securities so sold, the Company shall pay to the Trustee or any such
Paying Agent, as the case may be, such amount in cash as, together with the net proceeds from such sale, shall equal the cost of the Investment Securities so sold, and if such sale shall produce a net sum greater than the cost of the Investment
Securities so sold, the Trustee or any such Paying Agent, as the case may be, shall promptly pay over to the Company an amount in cash equal to such excess, free and clear of any Lien. In no event shall the Trustee be liable for any loss incurred in
connection with the sale of any Investment Security pursuant to this Section. 
 Notwithstanding the foregoing, if an Event of Default shall
have occurred and be continuing, interest on Investment Securities and any gain upon the sale thereof shall be held as part of the Mortgaged Property until such Event of Default shall have been cured or waived, whereupon such interest and gain shall
be promptly paid over to the Company free and clear of any Lien. 

  
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 ARTICLE TWO 

SECURITY FORMS 
  

	SECTION 201.	FORMS GENERALLY. 

 The definitive Securities of each series shall be in substantially the form
or forms thereof established in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in an Officer’s Certificate pursuant to such a supplemental indenture or Board Resolution, in each
case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon
as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. If the form or forms of Securities of any
series are established in a Board Resolution or in an Officer’s Certificate pursuant to a Supplemental Indenture or a Board Resolution, such Board Resolution and Officer’s Certificate, if any, shall be delivered to the Trustee at or prior
to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. 
 Unless
otherwise specified as contemplated by Section 301, the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing
such Securities, as evidenced by their execution thereof. 
  

	SECTION 202.	FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION. 

 The Trustee’s certificate of
authentication shall be in substantially the form set forth below: 
 This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture. 
  

					
	THE BANK OF NEW YORK,
	 as Trustee

			
	By:	 		 	  

		 		 	Authorized Signatory



  
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 ARTICLE THREE 

THE SECURITIES 
  

	SECTION 301.	AMOUNT UNLIMITED; ISSUABLE IN SERIES. 

 The aggregate principal amount of Securities which may
be authenticated and delivered under this Indenture is unlimited. 
 The Securities may be issued in one or more series. Subject to the last
paragraph of this Section, prior to the authentication and delivery of Securities of any series there shall be established by specification in a supplemental indenture or in a Board Resolution or in an Officer’s Certificate pursuant to a
supplemental indenture or a Board Resolution: 
 (a) the title of the Securities of such series (which shall distinguish the Securities of
such series from Securities of all other series); 
 (b) any limit upon the aggregate principal amount of the Securities of such series
which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Section 304, 305,
306, 506 or 1306 and except for any Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder); 

(c) the Person or Persons (without specific identification) to whom any interest on Securities of such series, or any Tranche thereof, shall
be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest; 

(d) the date or dates on which the principal of the Securities of such series or any Tranche thereof, is payable or any formulary or other
method or other means by which such date or dates shall be determined, by reference to an index or other fact or event ascertainable outside of this Indenture or otherwise (without regard to any provisions for redemption, prepayment, acceleration,
purchase or extension); and the right, if any, to extend the Maturity of the Securities of such series, or any Tranche thereof, and the duration of any such extension; 

(e) the rate or rates at which the Securities of such series, or any Tranche thereof, shall bear interest, if any (including the rate or rates
at which overdue principal shall bear interest after Maturity if different from the rate or rates at which such Securities shall bear interest prior to Maturity, and, if applicable, the rate or rates at which overdue premium or interest shall bear
interest, if any), or any formulary or other method or other means by which such rate or rates shall be determined by reference to an index or other fact or event ascertainable outside of this Indenture or otherwise, the date or dates from which
such interest shall accrue; the Interest Payment Dates and the Regular Record Dates, if any, for the interest payable on such Securities on any Interest Payment Date; and the basis of computation of interest, if other than as provided in
Section 310; and the right, if any, to extend the interest payment periods and the duration of any such extension; 
 (f) the place or
places at which and/or methods (if other than as provided elsewhere in this Indenture) by which (i) the principal of and premium, if any, and interest, if any, on Securities of such series, or any Tranche thereof, shall be payable,
(ii) registration of transfer of Securities of such series, or any Tranche thereof, may be effected, (iii) exchanges of Securities of such series, or any Tranche thereof, may be effected and (iv) notices and demands to or upon the
Company in respect of the Securities of such series, or any Tranche thereof, and this Indenture may be served; the Security Registrar and any Paying Agent or Agents for such series or Tranche; and, if such is the case, that the principal of such
Securities shall be payable without the presentment or surrender thereof; 

  
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 (g) the period or periods within which, or the date or dates on which, the price or prices at
which and the terms and conditions upon which the Securities of such series, or any Tranche thereof, may be redeemed, in whole or in part, at the option of the Company and any restrictions on such redemptions; including but not limited to a
restriction on a partial redemption by the Company of the Securities of any series, or any Tranche thereof, resulting in delisting of such Securities from any national exchange; 

(h) the obligation or obligations, if any, of the Company to redeem or purchase or repay the Securities of such series, or any Tranche
thereof, pursuant to any sinking fund or other mandatory redemption provisions or at the option of a Holder thereof and the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon
which such Securities shall be redeemed or purchased or repaid, in whole or in part, pursuant to such obligation and applicable exceptions to the requirements of Section 504 in the case of mandatory redemption or redemption or repayment at the
option of the Holder; 
 (i) the denominations in which Securities of such series, or any Tranche thereof, shall be issuable if other than
denominations of One Thousand Dollars ($1,000) and any integral multiple thereof; 
 (j) if the principal of or premium, if any, or
interest, if any, on the Securities of such series, or any Tranche thereof, are to be payable, at the election of the Company or a Holder thereof, in a coin or currency other than that in which the Securities are stated to be payable, the period or
periods within which, and the terms and conditions upon which, such election may be made and the manner in which the amount of such coin or currency payable is to be determined; 

(k) the currency or currencies, including composite currencies, in which payment of the principal of and premium, if any, and interest, if
any, on the Securities of such series, or any Tranche thereof, shall be payable (if other than Dollars) and the manner in which the equivalent of the principal amount thereof in Dollars is to be determined for any purpose, including for the purpose
of determining the principal amount deemed to be Outstanding at any time; 
 (l) if the principal of or premium, if any, or interest, if
any, on the Securities of such series, or any Tranche thereof, are to be payable, or are to be payable at the election of the Company or a Holder thereof, in securities or other property, the type and amount of such securities or other property, or
the formulary or other method or other means by which such amount shall be determined, and the period or periods within which, and the terms and conditions upon which, any such election may be made; 

(m) if the amount payable in respect of principal of or premium, if any, or interest, if any, on the Securities of such series, or any Tranche
thereof, may be determined with reference to an index or other fact or event ascertainable outside this Indenture, the manner in which such amounts shall be determined to the extent not established pursuant to clause (e) of this paragraph; 

(n) if other than the entire principal amount thereof, the portion of the principal amount of Securities of such series, or any Tranche
thereof, which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 902; 
 (o) any Events of
Default, in addition to those specified in Section 901, or any exceptions to those specified in Section 901, with respect to the Securities of such series, and any covenants of the Company for the benefit of the Holders of the Securities
of such series, or any Tranche thereof, in addition to those set forth in Article Seven, or any exceptions to those set forth in Article Seven; 

  
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 (p) the terms, if any, pursuant to which the Securities of such series, or any Tranche thereof,
may be converted into or exchanged for shares of capital stock or other securities of the Company or any other Person; 
 (q) the
obligations or instruments, if any, which shall be considered to be Eligible Obligations in respect of the Securities of such series, or any Tranche thereof, denominated in a currency other than Dollars or in a composite currency, whether Eligible
Obligations include Investment Securities with respect to Securities of such series, and any provisions for satisfaction and discharge of Securities of any series, in addition to those set forth in Article Eight, or any exceptions to those set forth
in Article Eight; 
 (r) if the Securities of such series, or any Tranche thereof, are to be issued in global form, (i) any limitations
on the rights of the Holder or Holders of such Securities to transfer or exchange the same or to obtain the registration of transfer thereof, (ii) any limitations on the rights of the Holder or Holders thereof to obtain certificates therefor in
definitive form in lieu of global form and (iii) any other matters incidental to such Securities; 
 (s) if the Securities of such
series, or any Tranche thereof, are to be issuable as bearer securities, any and all matters incidental thereto which are not specifically addressed in a supplemental indenture as contemplated by clause (g) of Section 1301; 

(t) to the extent not established pursuant to clause (r) of this paragraph, any limitations on the rights of the Holders of the
Securities of such Series, or any Tranche thereof, to transfer or exchange such Securities or to obtain the registration of transfer thereof; and if a service charge will be made for the registration of transfer or exchange of Securities of such
series, or any Tranche thereof, the amount or terms thereof; 
 (u) any exceptions to Section 115, or variation in the definition of
Business Day, with respect to the Securities of such series, or any Tranche thereof; 
 (v) whether the Securities of such series are
Benefitted Securities under Section 707; 
 (w) any other terms of the Securities of such series, or any Tranche thereof, that the
Company may elect to specify. 
 With respect to Securities of a series subject to a Periodic Offering, the indenture supplemental hereto or
the Board Resolution which establishes such series, or the Officer’s Certificate pursuant to such supplemental indenture or Board Resolution, as the case may be, may provide general terms or parameters for Securities of such series and provide
either that the specific terms of Securities of such series, or any Tranche thereof, shall be specified in a Company Order or that such terms shall be determined by the Company or its agents in accordance with procedures specified in a Company Order
as contemplated in clause (b) of Section 303. 
 Unless otherwise provided with respect to a series of Securities as contemplated
in Section 301(b), the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as
increased. 

  
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	SECTION 302.	DENOMINATIONS. 

 Unless otherwise provided as contemplated by Section 301 with respect to
any series of Securities, or any Tranche thereof, the Securities of each series shall be issuable in denominations of One Thousand Dollars ($1,000) and any integral multiple thereof. 

 

	SECTION 303.	EXECUTION, AUTHENTICATION, DELIVERY AND DATING. 

 Unless otherwise provided as contemplated by
Section 301 with respect to any series of Securities or any Tranche thereof, the Securities shall be executed on behalf of the Company by an Authorized Officer, and may have the corporate seal of the Company affixed thereto or reproduced
thereon attested by any other Authorized Officer or by the Secretary or an Assistant Secretary of the Company. The signature of any or all of these officers on the Securities may be manual or facsimile. 

Securities bearing the manual or facsimile signatures of individuals who were at the time of execution Authorized Officers or the Secretary or
an Assistant Secretary of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date
of such Securities. 
 The Trustee shall authenticate and deliver Securities of a series for original issue, at one time or from time to
time in accordance with the Company Order referred to below, upon receipt by the Trustee of: 
 (a) the instrument or instruments
establishing the form or forms and terms of the Securities of such series, as provided in Sections 201 and 301; 
 (b) a Company Order
requesting the authentication and delivery of such Securities and, to the extent that the terms of such Securities shall not have been established in an indenture supplemental hereto or in a Board Resolution, or in an Officer’s Certificate
pursuant to a supplemental indenture or Board Resolution, all as contemplated by Section 301, either (i) establishing such terms or (ii) in the case of Securities of a series subject to a Periodic Offering, specifying procedures,
acceptable to the Trustee, by which such terms are to be established (which procedures may provide, to the extent acceptable to the Trustee, for authentication and delivery pursuant to oral or electronic instructions from the Company or any agent or
agents thereof, which oral instructions are to be promptly confirmed electronically or in writing), in either case in accordance with the instrument or instruments establishing the terms of the Securities of such series delivered pursuant to clause
(a) above. If applicable, the Company Order shall also designate the related series of Class A Bonds being delivered to the Trustee in connection with the issuance of such series of Securities; 

(c) if prior to the Release Date, any opinions, certificates, documents and instruments required by Article Sixteen; 

(d) Securities of such series, each executed on behalf of the Company by an Authorized Officer of the Company; 

(e) an Officer’s Certificate (i) which shall comply with the requirements of Section 104 of this Indenture and (ii) which
states that no Event of Default under this Indenture has occurred or is occurring; 

  
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 (f) an Opinion of Counsel which shall comply with the requirements of Section 1.04 of this
Indenture and that states that: 
 (i) the form or forms of such Securities have been duly authorized by the Company and have
been established in conformity with the provisions of this Indenture; 
 (ii) the terms of such Securities have been duly
authorized by the Company and have been established in conformity with the provisions of this Indenture; and 
 (iii) when
such Securities shall have been authenticated and delivered by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, such Securities will have been duly issued under
this Indenture and will constitute valid and legally binding obligations of the Company, entitled to the benefits provided by this Indenture, and enforceable in accordance with their terms, subject, as to enforcement, to laws relating to or
affecting generally the enforcement of mortgagees’ and other creditors’ rights, including, without limitation, bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the rights and remedies of creditors
and mortgagees’ generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 

provided, however, that, with respect to Securities of a series subject to a Periodic Offering, the Trustee shall be entitled to receive such Opinion of
Counsel only once at or prior to the time of the first authentication and delivery of Securities of such series and that in lieu of the opinions described in clauses (ii) and (iii) above such Opinion of Counsel may, alternatively, state,
respectively, 
 (x) that, when the terms of such Securities shall have been established pursuant to a Company Order or
Orders, or pursuant to such procedures as may be specified from time to time by a Company Order or Orders, all as contemplated by and in accordance with the instrument or instruments delivered pursuant to clause (a) above, such terms will have
been duly authorized by the Company and will have been established in conformity with the provisions of this Indenture; and 

(y) that, such Securities, when (1) executed by the Company, (2) authenticated and delivered by the Trustee in
accordance with this Indenture, (3) issued and delivered by the Company and (4) paid for, all as contemplated by and in accordance with the aforesaid Company Order or Orders, as the case may be, will have been duly issued under this
Indenture and will constitute valid and legally binding obligations of the Company, entitled to the benefits provided by the Indenture, and enforceable in accordance with their terms, subject, as to enforcement, to laws relating to or affecting
generally the enforcement of mortgagees’ and other creditors’ rights, including, without limitation, bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the rights and remedies of creditors and
mortgagees’ generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 

With respect to Securities of a series subject to a Periodic Offering, the Trustee may conclusively rely, as to the authorization by the
Company of any of such Securities, the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, and compliance of the authentication and delivery thereof with the terms and conditions of this Indenture, upon the
Opinion of Counsel and other documents delivered pursuant to Sections 201 and 301 and this Section, as applicable, at or prior to the time of the first authentication of Securities of such series, unless and until such opinion or other documents
have been superseded or revoked or expire by their terms. In connection with the authentication and delivery of Securities of a series, pursuant to a Periodic Offering, the Trustee shall be 

  
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entitled to assume that the Company’s instructions to authenticate and deliver such Securities do not violate any applicable law or any applicable rule, regulation or order of any
Governmental Authority having jurisdiction over the Company. 
 If the forms or terms of the Securities of any series have been established
by or pursuant to a Board Resolution or an Officer’s Certificate as permitted by Sections 201 or 301, the Trustee shall not be required to authenticate such Securities if the issuance of such Securities pursuant to this Indenture will affect
the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. 

Except as otherwise specified as contemplated by Section 301 with respect to any series of Securities, or any Tranche thereof, each
Security shall be dated the date of its authentication. 
 Except as otherwise specified as contemplated by Section 301 with respect to
any series of Securities, or any Tranche thereof, no Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the
form provided for herein executed by the Trustee or its agent by manual signature of an authorized officer thereof, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder to the Company, or any Person acting on its behalf, but
shall never have been issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 309 together with a written statement (which need not comply with Section 104 and need
not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and
shall never be entitled to the benefits hereof. 
  

	SECTION 304.	TEMPORARY SECURITIES. 

 Pending the preparation of definitive Securities of any series, or any
Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they are issued, with such appropriate insertions, omissions, substitutions and other variations as any officer executing such Securities may determine, as evidenced by such
officer’s execution of such Securities; provided, however, that temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. 

Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any series, or any Tranche thereof, after the
preparation of definitive Securities of such series or Tranche, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, for definitive Securities of such series or Tranche upon surrender of
such temporary Securities at the office or agency of the Company maintained pursuant to Section 702 in a Place of Payment for such Securities. Upon such surrender of temporary Securities for such exchange, the Company shall, except as
aforesaid, execute and the Trustee shall authenticate and deliver in exchange therefor definitive Securities of the same series and Tranche of authorized denominations and of like tenor and aggregate principal amount. 

Until exchanged in full as hereinabove provided, temporary Securities shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of the same series and Tranche and of like tenor authenticated and delivered hereunder. 

  
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	SECTION 305.	REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE. 

 The Company shall cause to be kept in
each office designated pursuant to Section 702, with respect to the Securities of each series, a register (all registers kept in accordance with this Section being collectively referred to as the “Security Register”) in which, subject
to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities of such series, or any Tranche thereof, and the registration of transfer thereof. The Company shall designate one Person to maintain the
Security Register for the Securities of each series on a consolidated basis, and such Person is referred to herein, with respect to such series, as the “Security Registrar.” Anything herein to the contrary notwithstanding, the Company may
designate one or more of its offices as an office in which a register with respect to the Securities of one or more series shall be maintained, and the Company may designate itself the Security Registrar with respect to one or more of such series.
The Security Register shall be open for inspection by the Trustee and the Company at all reasonable times. 
 Except as otherwise specified
as contemplated by Section 301 with respect to the Securities of any series, or any Tranche thereof, upon surrender for registration of transfer of any Security of such series or Tranche at the office or agency of the Company maintained
pursuant to Section 702 in a Place of Payment for such series or Tranche, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same
series and Tranche, of authorized denominations and of like tenor and aggregate principal amount. 
 Except as otherwise specified as
contemplated by Section 301 with respect to the Securities of any series, or any Tranche thereof, any Security of such series or Tranche may be exchanged at the option of the Holder for one or more new Securities of the same series and Tranche,
of authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at any such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities, which the Holder making the exchange is entitled to receive. 
 All Securities
delivered upon any registration of transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same obligation, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such
registration of transfer or exchange. 
 Every Security presented or surrendered for registration of transfer or for exchange shall (if so
required by the Company, the Trustee or the Security Registrar) be duly endorsed or shall be accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee or the Security Registrar, as the case may be, duly
executed by the Holder thereof or his attorney duly authorized in writing. 
 Unless otherwise specified as contemplated by
Section 301, with respect to Securities of any series, or any Tranche thereof, no service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 506 or 1306 not involving any transfer. 

The Company shall not be required to execute or to provide for the registration of transfer of or the exchange of (a) Securities of any
series, or any Tranche thereof, during a period of 15 days immediately preceding the date notice is to be given identifying the serial numbers of the Securities of such series or Tranche called for redemption or (b) any Security so selected for
redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. 

  
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	SECTION 306.	MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES. 

 If any mutilated Security is surrendered to
the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and Tranche, and of like tenor and principal amount, bearing a number not contemporaneously outstanding.

 If there shall be delivered to the Company and the Trustee (a) evidence to their satisfaction of the ownership of and the
destruction, loss or theft of any Security and (b) such security or indemnity as may be reasonably required by them to save each of them and any agent of any of them harmless, then, in the absence of notice to the Company or the Trustee that
such Security has been acquired by a bona fide purchaser, the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and Tranche, and of like
tenor and principal amount, bearing a number not contemporaneously outstanding. 
 Notwithstanding the foregoing, in case any such
mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security. 

Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Trustee) in connection therewith. 

Every new Security of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an
original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone other than the Holder of such new Security, and any such new Security shall be entitled to
all the benefits of this Indenture equally and proportionately with any and all other Securities of such series duly issued hereunder. 

The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities. 
  

	SECTION 307.	PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED. 

 Unless otherwise specified as contemplated by
Section 301 with respect to the Securities of any series, or any Tranche thereof, interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name
that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest. 

Any interest on any Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date
(herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the related Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election, as
provided in clause (a) or (b) below: 
 (a) The Company may elect to make payment of any Defaulted Interest to the Persons in whose
names the Securities of such series (or their respective Predecessor Securities) are 

  
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registered at the close of business on a date (a “Special Record Date”) for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall
notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to
the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days
prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense
of the Company shall promptly cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of Securities of such series at the address of such Holder
as it appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be
paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date. 

(b) The Company may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent with
the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such
manner of payment shall be deemed practicable by the Trustee. 
 Subject to the foregoing provisions of this Section and Section 305,
each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. 

 

	SECTION 308.	PERSONS DEEMED OWNERS. 

 Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and premium, if any, and
(subject to Sections 305 and 307) interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and none of the Company, the Trustee or any agent of the Company or the Trustee shall be affected by
notice to the contrary. 
  

	SECTION 309.	CANCELLATION. 

 All Securities surrendered for payment, redemption, registration of transfer or
exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than the Security Registrar, be delivered to the Security Registrar and, if not theretofore canceled, shall be promptly canceled by the Security
Registrar. The Company may at any time deliver to the Security Registrar for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever or which the Company shall not
have issued and sold, and all Securities so delivered shall be promptly canceled by the Security Registrar. No Securities shall be authenticated in lieu of or in exchange for any Securities canceled as provided in this Section, except as expressly
permitted by this Indenture. All canceled Securities held by the Security Registrar shall be disposed of in accordance with the customary practices of the Security Registrar at the time in effect, and


  
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the Security Registrar shall not be required to destroy any such certificates. The Security Registrar shall promptly deliver a certificate of disposition to the Trustee and the Company unless, by
a Company Order, similarly delivered, the Company shall direct that canceled Securities be returned to it. The Security Registrar shall promptly deliver evidence of any cancellation of a Security in accordance with this Section 309 to the
Trustee and the Company. 
  

	SECTION 310.	COMPUTATION OF INTEREST. 

 Except as otherwise specified as contemplated by Section 301 for
Securities of any series, or Tranche thereof, interest on the Securities of each series shall be computed on the basis of a three hundred sixty (360) day year consisting of twelve (12) thirty (30) day months, and with respect to any
period less than a full month, on the basis of the actual number of days elapsed during such period. For example, the interest for a period running from the 15th day of one month to the 15th day of the next month would be calculated on the basis of
one 3 0-day month. 
  

	SECTION 311.	PAYMENT TO BE IN PROPER CURRENCY. 

 In the case of any Security denominated in any currency
other than Dollars or in a composite currency (the “Required Currency”), except as otherwise specified with respect to such Security as contemplated by Section 301, the obligation of the Company to make any payment of the principal
thereof, or the premium or interest thereon, shall not be discharged or satisfied by any tender by the Company, or recovery by the Trustee, in any currency other than the Required Currency, except to the extent that such tender or recovery shall
result in the Trustee timely holding the full amount of the Required Currency then due and payable. If any such tender or recovery is in a currency other than the Required Currency, the Trustee may take such actions as it considers appropriate to
exchange such currency for the Required Currency. The costs and risks of any such exchange, including without limitation the risks of delay and exchange rate fluctuation, shall be borne by the Company, the Company shall remain fully liable for any
shortfall or delinquency in the full amount of Required Currency then due and payable, and in no circumstances shall the Trustee be liable therefor except in the case of its negligence or willful misconduct. 

 

	SECTION 312.	EXTENSION OF INTEREST PAYMENT. 

 The Company shall have the right at any time, to extend
interest payment periods on all the Securities of any series hereunder, if so specified as contemplated by Section 301 with respect to such Securities and upon such terms as may be specified as contemplated by Section 301 with respect to
such Securities. 
  

	SECTION 313.	CUSIP NUMBERS. 

 The Company in issuing the Securities may use “CUSIP” or other
similar numbers (if then generally in use), and, if so, the Company, the Trustee or the Security Registrar may use “CUSIP” or such other numbers in notices or redemption as a convenience to Holders; provided that any such notice may state
that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only the other identification numbers printed on the Securities,
in which case none of the Company or, as the case may be, the Trustee or the Security Registrar, or any agent of any of them, shall have any liability in respect of any CUSIP number used on any such notice, and any such redemption shall not be
affected by any defect in or omission of such numbers. 

  
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 ARTICLE FOUR 

SECURITIES OF THE FIRST AND SECOND SERIES 

There are hereby created two series of Securities (herein sometimes referred to as “Securities of the First Series” and
“Securities of the Second Series,” respectively). The form, designation and terms of the Securities of the First Series and the Securities of the Second Series shall be established in a supplemental indenture or a Board Resolution, and/or
in an Officer’s Certificate pursuant to a supplemental indenture or a Board Resolution in accordance with Section 3 01. 
 ARTICLE
FIVE 
 REDEMPTION OF SECURITIES 
  

	SECTION 501.	APPLICABILITY OF ARTICLE. 

 Securities of any series, or any Tranche thereof, which are
redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for Securities of such series or Tranche) in accordance with this Article. 

 

	SECTION 502.	ELECTION TO REDEEM; NOTICE TO TRUSTEE. 

 The election of the Company to redeem any Securities
shall be evidenced by a Board Resolution or an Officer’s Certificate. The Company shall, at least 40 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee in
writing of such Redemption Date and of the principal amount of such Securities to be redeemed. In the case of any redemption of Securities (a) prior to the expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture or (b) pursuant to an election of the Company which is subject to a condition specified in the terms of such Securities, the Company shall furnish the Trustee with an Officer’s Certificate
evidencing compliance with such restriction or condition. 
  

	SECTION 503.	SELECTION OF SECURITIES TO BE REDEEMED. 

 If less than all the Securities of any series, or any
Tranche thereof, are to be redeemed, the particular Securities to be redeemed shall be selected by the Trustee from the Outstanding Securities of such series or Tranche not previously called for redemption, by such method as shall be provided for
such particular series or Tranche, or in the absence of any such provision, by such method of random selection as the Trustee shall deem fair and appropriate and which may, in any case, provide for the selection for redemption of portions (equal to
any authorized denomination for Securities of such series or Tranche) of the principal amount of Securities of such series or Tranche of a denomination larger than the minimum authorized denomination for Securities of such series or Tranche;
provided, however, that if, as indicated in an Officer’s Certificate, the Company shall have offered to purchase all or any principal amount of the Securities then Outstanding of any series, or any Tranche thereof, and less than all of such
Securities as to which such offer was made shall have been tendered to the Company for such purchase, the Trustee, if so directed by Company Order, shall select for redemption all or any principal amount of such Securities which have not been so
tendered. 
 The Trustee shall promptly notify the Company and the Security Registrar in writing of the Securities selected for redemption
and, in the case of any Securities selected to be redeemed in part, the principal amount thereof to be redeemed. 
 For all purposes of this
Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities
which has been or is to be redeemed. 

  
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	SECTION 504.	NOTICE OF REDEMPTION. 

 Except as otherwise specified as contemplated by Section 301 for
Securities of any series, notice of redemption shall be given in the manner provided in Section 108 to the Holders of the Securities to be redeemed not less than 30 days prior to the Redemption Date. 

Except as otherwise specified as contemplated by Section 301 for Securities of any series, all notices of redemption shall state: 

(a) the Redemption Date, 

(b) the Redemption Price (if known), 

(c) if less than all the Securities of any series or Tranche are to be redeemed, the identification of the particular
Securities to be redeemed and the portion of the principal amount of any Security to be redeemed in part, 
 (d) that on the
Redemption Date the Redemption Price, together with accrued interest, if any, to the Redemption Date, will become due and payable upon each such Security to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said
date, 
 (e) the place or places where such Securities are to be surrendered for payment of the Redemption Price and accrued
interest, if any, unless it shall have been specified as contemplated by Section 301 with respect to such Securities that such surrender shall not be required, 

(f) that the redemption is for a sinking or other fund, if such is the case, 

(g) the CUSIP or ISIN numbers, if any, assigned to such Securities; provided, however, that such notice may state that no
representation is made as to the correctness of CUSIP or ISIN numbers, in which case none of the Company, the Trustee or any agent of the Company or the Trustee shall have any liability in respect of the use of any CUSIP or ISIN number or numbers on
such notices, and the redemption of such Securities shall not be affected by any defect in or omission of such numbers, and 

(h) such other matters as the Company shall deem desirable or appropriate. 

Unless otherwise specified with respect to any Securities in accordance with Section 301, with respect to any notice of redemption of
Securities at the election of the Company, unless, upon the giving of such notice, such Securities shall be deemed to have been paid in accordance with Section 801, such notice may state that such redemption shall be conditional upon the
receipt by the Paying Agent or Agents for such Securities, on or prior to the date fixed for such redemption, of money sufficient to pay the principal of and premium, if any, and interest, if any, on such Securities and that if such money shall not
have been so received such notice shall be of no force or effect and the Company shall not be required to redeem such Securities. In the event that such notice of redemption contains such a condition and such money is not so received, the redemption
shall not be made and within a reasonable time thereafter notice shall be given, in the manner in which the notice of redemption was given, that such money was not so received and such redemption was not required to be made, and the Paying Agent or
Agents for the Securities otherwise to have been redeemed shall promptly return to the Holders thereof any of such Securities which had been surrendered for payment upon such redemption. 

  
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 Notice of redemption of Securities to be redeemed at the election of the Company, and any notice
of non-satisfaction of a condition for redemption as aforesaid, shall be given by the Company or, at the Company’s request, by the Security Registrar in the name and at the expense of the Company. Notice of any mandatory redemption of
Securities shall be given by the Security Registrar in the name and at the expense of the Company. 
  

	SECTION 505.	SECURITIES PAYABLE ON REDEMPTION DATE. 

 Notice of redemption having been given as aforesaid,
and the conditions, if any, set forth in such notice having been satisfied, the Securities or portions thereof so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such
date (unless, in the case of an unconditional notice of redemption, the Company shall default in the payment of the Redemption Price and accrued interest, if any) such Securities or portions thereof, if interest-bearing, shall cease to bear
interest. Upon surrender of any such Security for redemption in accordance with such notice, such Security or portion thereof shall be paid by the Company at the Redemption Price, together with accrued interest, if any, to the Redemption Date;
provided, however, that no such surrender shall be a condition to such payment if so specified as contemplated by Section 301 with respect to such Security; and provided, further, that except as otherwise specified as contemplated by
Section 301 with respect to such Security, any installment of interest on any Security the Stated Maturity of which installment is on or prior to the Redemption Date shall be payable to the Holder of such Security, or one or more Predecessor
Securities, registered as such at the close of business on the related Regular Record Date according to the terms of such Security and subject to the provisions of Sections 305 and 307. 

 

	SECTION 506.	SECURITIES REDEEMED IN PART. 

 Upon the surrender of any Security which is to be redeemed only
in part at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security, without service charge, a new Security or Securities of the same series and Tranche, of any authorized
denomination requested by such Holder and of like tenor and in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. 

ARTICLE SIX 
 SINKING FUNDS 

 

	SECTION 601.	APPLICABILITY OF ARTICLE. 

 The provisions of this Article shall be applicable to any sinking
fund for the retirement of the Securities of any series, or any Tranche thereof, except as otherwise specified as contemplated by Section 301 for Securities of such series or Tranche. 

The minimum amount of any sinking fund payment provided for by the terms of Securities of any series, or any Tranche thereof, is herein
referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of Securities of any series, or any Tranche thereof, is herein referred to as an “optional sinking fund
payment”. If provided for by the terms of Securities of any series, or any Tranche thereof, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 602. Each sinking fund payment shall be applied to
the redemption of Securities of the series or Tranche in respect of which it was made as provided for by the terms of such Securities. 

  
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	SECTION 602.	SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES. 

 The Company (a) may deliver to the
Trustee Outstanding Securities (other than any previously called for redemption) of a series or Tranche in respect of which a mandatory sinking fund payment is to be made and (b) may apply as a credit Securities of such series or Tranche which
have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or
any part of such mandatory sinking fund payment with respect to the Securities of such series; provided, however, that no Securities shall be applied in satisfaction of a mandatory sinking fund payment if such Securities shall have been previously
so applied. Securities so applied shall be received and credited for such purpose by the Trustee at the Redemption Price specified in such Securities for redemption through operation of the sinking fund and the amount of such mandatory sinking fund
payment shall be reduced accordingly. 
  

	SECTION 603.	REDEMPTION OF SECURITIES FOR SINKING FUND. 

 Not less than 40 days prior to each sinking fund
payment date for the Securities of any series, or any Tranche thereof, the Company shall deliver to the Trustee an Officer’s Certificate specifying: 

(a) the amount of the next succeeding mandatory sinking fund payment for such series or Tranche; 

(b) the amount, if any, of the optional sinking fund payment to be made together with such mandatory sinking fund payment; 

(c) the aggregate sinking fund payment; and 

(d) the portion, if any, of such aggregate sinking fund payment which is to be satisfied by the payment of cash; 

(e) the portion, if any, of such aggregate sinking fund payment which is to be satisfied by delivering and crediting Securities
of such series or Tranche pursuant to Section 602 and stating the basis for such credit and that such Securities have not previously been so credited, and the Company shall also deliver to the Trustee any Securities to be so delivered. 

If the Company shall not deliver such Officer’s Certificate and, to the extent applicable, all such Securities, the next succeeding
sinking fund payment for such series or Tranche shall be made entirely in cash in the amount of the mandatory sinking fund payment. Not less than 30 days before each such sinking fund payment date the Trustee shall select the Securities to be
redeemed upon such sinking fund payment date in the manner specified in Section 503 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 504. Such notice
having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 505 and 506. 

ARTICLE SEVEN 
 REPRESENTATIONS
AND COVENANTS 
  

	SECTION 701.	PAYMENT OF SECURITIES; LAWFUL POSSESSION. 

 (a) The Company shall pay the principal of and
premium, if any, and interest, if any, on the Securities of each series in accordance with the terms of such Securities and this Indenture. 

  
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 (b) At the Execution Date, the Company is lawfully possessed of the Mortgaged Property and has
sufficient right and authority to mortgage and pledge the Mortgaged Property, as provided in and by this Indenture. 
  

	SECTION 702.	MAINTENANCE OF OFFICE OR AGENCY. 

 The Company shall maintain in each Place of Payment for the
Securities of each series, or any Tranche thereof, an office or agency where payment of such Securities shall be made, where the registration of transfer or exchange of such Securities may be effected and where notices and demands to or upon the
Company in respect of such Securities and this Indenture may be served. The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency and prompt notice to the Holders of
any such change in the manner specified in Section 108. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, then payment of such Securities shall be
made, registration of transfer or exchange thereof may be effected and notices and demands in respect of such Securities and this Indenture may be served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as
its agent for all such purposes in any such event. 
 The Company may also from time to time designate one or more other offices or agencies
with respect to the Securities of one or more series, or any Tranche thereof, for any or all of the foregoing purposes and may from time to time rescind such designations; provided, however, that, unless otherwise specified as contemplated by
Section 301 with respect to the Securities of such series or Tranche, no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency for such purposes in each Place of Payment for
such Securities in accordance with the requirements set forth above. The Company shall give prompt written notice to the Trustee, and prompt notice to the Holders in the manner specified in Section 108, of any such designation or rescission and
of any change in the location of any such other office or agency. 
 Anything herein to the contrary notwithstanding, any office or agency
required by this Section may be maintained at an office of the Company or an Affiliate of the Company, in which event the Company or such Affiliate shall perform all functions to be performed at such office or agency. 

 

	SECTION 703.	MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST. 

 If the Company shall at any time act as its
own Paying Agent with respect to the Securities of any series, or any Tranche thereof, it shall, on or before each due date of the principal of and premium, if any, and interest, if any, on any of such Securities, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum sufficient to pay the principal and premium or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided. The Company shall promptly notify the
Trustee of any failure by the Company (or any other obligor on such Securities) to make any payment of principal of or premium, if any, or interest, if any, on such Securities. 

Whenever the Company shall have one or more Paying Agents for the Securities of any series, or any Tranche thereof, it shall, on or before
each due date of the principal of and premium, if any, and interest, if any, on such Securities, deposit with such Paying Agents sums sufficient (without duplication) to pay the principal and premium or interest so becoming due, such sums to be held
in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) the Company shall promptly notify the Trustee of any failure by it so to act. 

The Company shall cause each Paying Agent for the Securities of any series, or any Tranche thereof, other than the Company or the Trustee, to
execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent shall: 

  
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 (a) hold all sums held by it for the payment of the principal of and premium, if any, or
interest, if any, on such Securities in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; 

(b) give the Trustee notice of any failure by the Company (or any other obligor upon such Securities) to make any payment of principal of or
premium, if any, or interest, if any, on such Securities; and 
 (c) at any time during the continuance of any such failure, upon the
written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent and furnish to the Trustee such information as it possesses regarding the names and addresses of the Persons entitled to such sums. 

The Company may at any time pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or
such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent and, if so stated in a Company Order delivered to the Trustee, in accordance with the provisions
of Article Seven; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of and
premium, if any, or interest, if any, on any Security and remaining unclaimed for two years after such principal and premium, if any, or interest, if any, has become due and payable shall to the extent permitted by law be paid to the Company on
Company Request, or, if then held by the Company, shall be discharged from such trust; and, upon such payment or discharge, the Holder of such Security shall, as an unsecured general creditor and not as the Holder of an Outstanding Security, look
only to the Company for payment of the amount so due and payable and remaining unpaid unless the applicable law provides otherwise, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such payment to the Company, may at the expense of the Company cause to be mailed, on one occasion only,
notice to such Holder that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such mailing, any unclaimed balance of such money then remaining will be paid to
the Company. 
  

	SECTION 704.	CORPORATE EXISTENCE. 

 Subject to the rights of the Company under Article Twelve, the Company
shall do or cause to be done all things necessary to preserve and keep in full force and effect its legal existence as a corporation. 
  

	SECTION 705.	ANNUAL OFFICER’S CERTIFICATE AS TO COMPLIANCE. 

 Not later than June 1 in each year,
commencing June 1, 2002, the Company shall deliver to the Trustee an Officer’s Certificate which need not comply with the requirements of Section 104, executed by the principal executive officer, the principal financial officer or the
principal accounting officer of the Company, as to such officer’s knowledge of the Company’s compliance with all conditions and covenants under this Indenture, such compliance to be determined without regard to any period of grace or
requirement of notice under this Indenture, and making any other statements as may be required by the Trust Indenture Act. 

  
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	SECTION 706.	WAIVER OF CERTAIN COVENANTS. 

 The Company may omit in any particular instance to comply with
any term, provision or condition set forth in (a) Section 602 or any additional covenant or restriction specified with respect to the Securities of any series, or any Tranche thereof, as contemplated by Section 301, if before the time
for such compliance the Holders of a majority in aggregate principal amount of the Outstanding Securities of all series and Tranches with respect to which compliance with Section 602 or such additional covenant or restriction is to be omitted,
considered as one class, shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition and (b) Section 604, 605 or Article Eleven if before the time for
such compliance the Holders of a majority in principal amount of Securities Outstanding under this Indenture shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or
condition; but, in the case of (a) or (b), no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and
the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. 
  

	SECTION 707.	LIMITATION ON SECURED DEBT. 

 (a) Except as otherwise specified as contemplated by
Section 301 for Securities of any series, so long as any Securities of any series are Outstanding, the Company shall not, from and after the Release Date, issue any Secured Debt (other than Permitted Secured Debt), without the consent of the
Holders of a majority in principal amount of all the Outstanding Securities of all series and Tranches with respect to which this covenant is specified as contemplated by Section 301 (the “Benefitted Securities”), considered as one
class, except as expressly contemplated in subsections (b) and (c) of this Section. 
 (b) The provisions of subsection
(a) shall not prohibit the creation or existence of any Secured Debt if either: 
 (i) the Company shall make effective
provision whereby the Benefitted Securities shall be secured at least equally and ratably with such Secured Debt; or 
 (ii)
the Company shall deliver to the Trustee bonds, notes or other evidences of indebtedness secured by the Lien which secures such Secured Debt (hereinafter called “Secured Obligations”) (i) in an aggregate principal amount equal to the
aggregate principal amount of each series then Outstanding, (ii) maturing (or being subject to mandatory redemption) on the Stated Maturities of such series and (iii) containing, in addition to any mandatory redemption provisions
applicable to all Secured Obligations outstanding under such Lien and any mandatory redemption provisions contained therein pursuant to clause (ii) above, mandatory redemption provisions correlative to the provisions, if any, for the mandatory
redemption (pursuant to a sinking fund or otherwise) of the Securities of such series or for the redemption thereof at the option of the Holder, as well as a provision for mandatory redemption upon an acceleration of the maturity of all Outstanding
Securities of such series following an Event of Default (such mandatory redemption to be rescinded upon the rescission of such acceleration); it being expressly understood that such Secured Obligations (x) may, but need not, bear interest,
(y) may, but need not, contain provisions for the redemption thereof at the option of the issuer, any such redemption to be made at a redemption price or prices not less than the principal amount thereof and (z) shall be held by the
Trustee for the benefit of the Holders of all Securities of such series from time to time Outstanding subject to such terms and conditions relating to surrender to the Company, transfer restrictions, voting, application of payments of principal and
interest and other matters as shall be set forth in an indenture supplemental hereto specifically providing for the delivery to the Trustee of such Secured Obligations. 

  
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 (c) If the Company shall elect either of the alternatives described in subsection (b), the
Company shall deliver to the Trustee: 
 (i) an indenture supplemental to this Indenture (i) together with evidence of
appropriate inter-creditor arrangements, whereby this Indenture shall be secured by the Lien referred to in subsection (b) equally and ratably with all other indebtedness secured by such Lien or (ii) providing for the delivery to the
Trustee of Secured Obligations; 
 (ii) an Officer’s Certificate (i) stating that, to the knowledge of the signer,
(x) no Event of Default has occurred and is continuing and (y) no event has occurred and is continuing which entitles the secured party under such Lien to accelerate the maturity of the indebtedness outstanding thereunder and
(y) stating the aggregate principal amount of indebtedness issuable, and then proposed to be issued, under and secured by such Lien; 

(iii) an Opinion of Counsel (i) if the Outstanding Securities under this Indenture are to be secured by such Lien, to the
effect that all Securities then Outstanding are entitled to the benefit of such Lien equally and ratably with all other indebtedness outstanding secured by such Lien or (ii) if Secured Obligations are to be delivered to the Trustee, to the
effect that such Secured Obligations have been duly issued under such Lien and constitute valid obligations, entitled to the benefit of such Lien equally and ratably with all other indebtedness then outstanding secured by such Lien. 

(d) For purposes of this Section, except as otherwise expressly provided or unless the context otherwise requires: 

(i) “DEBT”, with respect to any Person, means (A) indebtedness of such Person for borrowed money evidenced by a
bond, debenture, note or other written instrument or agreement by which such Person is obligated to repay such borrowed money, (B) any guaranty by such Person of any such indebtedness of another Person, and (C) any Capitalized Lease
Liabilities of the Company. “Debt” does not include, among other things, (w) indebtedness of such person under any installment sale or conditional sale agreement or any other agreement relating to indebtedness for the deferred
purchase price of property or services, (x) any trade obligation (including obligations under power or other commodity purchase agreements and any hedges or derivatives associated therewith), or other obligations of such Person in the ordinary
course of business, (y) obligations of such Person under any lease agreement that are not Capitalized Lease Liabilities, or (z) any Liens securing indebtedness, neither assumed nor guaranteed by the Company nor on which it customarily pays
interest, existing upon real estate or rights in or relating to real estate acquired by the Company for substation, transmission line, transportation line, distribution line or right of way purposes. 

(ii) “PERMITTED SECURED DEBT” means, as of any particular time, any of the following: 

(A) Secured Debt which matures less than one year from the date of the issuance or incurrence thereof and is not extendible at
the option of the issuer; and any refundings, refinancings and/or replacements of any such Secured Debt by or with similar Secured Debt which matures less than one year from the date of such refunding, refinancing and/or replacement and is not
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 (B) Secured Debt secured by Purchase Money Liens or any other Liens existing or
placed upon property at the time of, or within one hundred eighty (180) days after, the acquisition thereof by the Company, and any refundings, refinancings and/or replacements of any such Secured Debt; provided, however, that no such Purchase
Money Lien or other Lien shall extend to or cover any property of the Company other than (i) the property so acquired and improvements, extensions and additions to such property and renewals, replacements and substitutions of or for such
property or any part or parts thereof and (ii) with respect to Purchase Money Liens, other property subsequently acquired by the Company; 

(C) Secured Debt relating to governmental obligations the interest on which is not included in gross income for purpose of
federal income taxation pursuant to Section 103 of the Internal Revenue Code of 1986, as amended (or any successor provision of law), for the purpose of financing or refinancing, in whole or in part, costs of acquisition or construction of
property to be used by the Company, to the extent that the Lien which secures such Secured Debt is required either by applicable law or by the issuer of such governmental obligations or is otherwise necessary in order to establish or maintain such
exclusion from gross income; and any refundings, refinancings and/or replacements of any such Secured Debt by or with similar Secured Debt; 

(D) Secured Debt (i) which is related to the construction or acquisition of property not previously owned by the Company
or (ii) which is related to the financing of a project involving the development or expansion of property of the Company and (iii) in either case, the obligee in respect of which has no recourse to the Company or any property of the
Company other than the property constructed or acquired with the proceeds of such transaction or the project financed with the proceeds of such transaction (or the proceeds of such property or such project); and any refundings, refinancings and/or
replacements of any Secured Debt by or with Secured Debt described in clause (iii) above; and 
 (E) in addition to the
Permitted Secured Debt described in clauses (A) through (D) above, Secured Debt not otherwise so permitted in this Section 707 in an aggregate principal amount not exceeding the greater of 10% of the Company’s Net Tangible Assets
or 10% of Capitalization. 
 “CAPITALIZATION” means the total of all the following items appearing on, or included
in, the Company’s unconsolidated balance sheet; (i) liabilities for indebtedness maturing more than 12 months from the date of determination, and (ii) common stock, common stock expense, accumulated other comprehensive income or loss,
preferred stock, preference stock, premium on common stock and retained earnings (however the foregoing may be designated), less, to the extent not otherwise deducted, the cost of shares of the Company’s capital stock held in the Company’s
treasury, if any. Capitalization shall be determined in accordance with generally accepted accounting principles and practices applicable to the type of business in which the Company is engaged, and may be determined as of the date not more than 60
days prior to the happening of the event for which the determination is being made. 
 “CAPITALIZED LEASE
LIABILITIES” means the amount, if any, shown as liabilities on the Company’s unconsolidated balance sheet for capitalized leases of electric transmission and distribution property not owned by the Company, which amount shall be determined
in accordance with generally accepted accounting principles and practices applicable to the type of business in which the Company is engaged. 

  
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 “NET TANGIBLE ASSETS” means the amount shown as total assets on the
Company’s unconsolidated balance sheet, less (i) intangible assets including, but without limitation, such items as goodwill, trademarks, trade names, patents, unamortized debt discount and expense and other regulatory assets carried as an
asset on the Company’s unconsolidated balance sheet, (ii) appropriate adjustments, if any, on account of minority interests. Net Tangible Assets shall be determined in accordance with generally accepted accounting principles and practices
applicable to the type of business in which the Company is engaged. 
 (iii) “SECURED DEBT” means Debt created,
issued, incurred or assumed by the Company which is secured by a Lien upon any property (other than Excepted Property) of the Company, real, personal or mixed, of whatever kind or nature and wherever located. For purposes of this Section, any
Capitalized Lease Liabilities of the Company will be deemed to be Debt secured by a Lien on the Company’s property. 
 ARTICLE EIGHT

 SATISFACTION AND DISCHARGE 
  

	SECTION 801.	SATISFACTION AND DISCHARGE OF SECURITIES. 

 Any Security or Securities, or any portion of the
principal amount thereof, shall be deemed to have been paid and no longer Outstanding for all purposes of this Indenture, and the entire indebtedness of the Company in respect thereof shall be deemed to have been satisfied and discharged, if there
shall have been irrevocably deposited with the Trustee or any Paying Agent (other than the Company), in trust: 
 (a) money
in an amount which shall be sufficient, or 
 (b) in the case of a deposit made prior to the Maturity of such Securities or
portions thereof, Eligible Obligations, which shall not contain provisions permitting the redemption or other prepayment thereof at the option of the issuer thereof, the principal of and the interest on which when due, without any regard to
reinvestment thereof, will provide moneys which, together with the money, if any, deposited with or held by the Trustee or such Paying Agent, shall be sufficient, or 

(c) a combination of (a) or (b) which shall be sufficient, 

to pay when due the principal of and premium, if any, and interest, if any, due and to become due on such Securities or portions thereof on or prior to
Maturity; provided, however, that in the case of the provision for payment or redemption of less than all the Securities of any series or Tranche, such Securities or portions thereof shall have been selected by the Trustee as provided herein and, in
the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee;
and provided, further, that the Company shall have delivered to the Trustee and such Paying Agent: 
 (x) if such deposit
shall have been made prior to the Maturity of such Securities, a Company Order stating that the money and Eligible Obligations deposited in accordance with this Section shall be held in trust, as provided in Section 803; 

  
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 (y) if Eligible Obligations shall have been deposited, an Opinion of Counsel to the effect that
such obligations constitute Eligible Obligations and do not contain provisions permitting the redemption or other prepayment thereof at the option of the issuer thereof, and a report of an independent public accountant of nationally recognized
standing, selected by the Company, to the effect that the other requirements set forth in clause (b) and (c) above have been satisfied; and 

(z) if such deposit shall have been made prior to the Maturity of such Securities, an Officer’s Certificate stating the Company’s
intention that, upon delivery of such Officer’s Certificate, its indebtedness in respect of such Securities or portions thereof will have been satisfied and discharged as contemplated in this Section. 

Upon the deposit of money or Eligible Obligations, or both, in accordance with this Section, together with the documents required by clauses
(x), (y) and (z) above, the Trustee shall, upon receipt of a Company Request, acknowledge in writing that the Security or Securities or portions thereof with respect to which such deposit was made are deemed to have been paid for all
purposes of this Indenture and that the entire indebtedness of the Company in respect thereof has been satisfied and discharged as contemplated in this Section. In the event that all of the conditions set forth in the preceding paragraph shall have
been satisfied in respect of any Securities or portions thereof except that, for any reason, the Officer’s Certificate specified in clause (z) shall not have been delivered, such Securities or portions thereof shall nevertheless be deemed
to have been paid for all purposes of this Indenture, and the Holders of such Securities or portions thereof shall nevertheless be no longer entitled to the benefits provided by this Indenture or of any of the covenants of the Company under Article
Seven (except the covenants contained in Sections 702 and 703) or any other covenants made in respect of such Securities or portions thereof as contemplated by Section 301 or Section 1301(b), but the indebtedness of the Company in respect
of such Securities or portions thereof shall not be deemed to have been satisfied and discharged prior to Maturity for any other purpose and the Holders of such Securities or portions thereof shall continue to be entitled to look to the Company for
payment of the indebtedness represented thereby; and, upon Company Request, the Trustee shall acknowledge in writing that such Securities or portions thereof are deemed to have been paid for all purposes of this Indenture. 

If payment at Stated Maturity of less than all of the Securities of any series, or any Tranche thereof, is to be provided for in the manner
and with the effect provided in this Section, the Trustee shall select such Securities, or portions of principal amount thereof, in the manner specified by Section 503 for selection for redemption of less than all the Securities of a series or
Tranche. 
 In the event that Securities which shall be deemed to have been paid for purposes of this Indenture, and, if such is the case,
in respect of which the Company’s indebtedness shall have been satisfied and discharged, all as provided in this Section, do not mature and are not to be redeemed within the sixty (60) day period commencing with the date of the deposit of
moneys or Eligible Obligations, as aforesaid, the Company shall, as promptly as practicable, give a notice, in the same manner as a notice of redemption with respect to such Securities, to the Holders of such Securities to the effect that such
deposit has been made and the effect thereof. 
 Notwithstanding that any Securities shall be deemed to have been paid for purposes of this
Indenture, as aforesaid, the obligations of the Company and the Trustee in respect of such Securities under Sections 304, 305, 306, 504, 702, 703, 1007 and 1015 and this Article shall survive. 

The Company shall pay, and shall indemnify the Trustee or any Paying Agent with which Eligible Obligations shall have been deposited as
provided in this Section against, any tax, fee or other charge imposed on or assessed against such Eligible Obligations or the principal or interest received in respect of such Eligible Obligations, including, but not limited to, any such tax
payable by any entity deemed, for tax purposes, to have been created as a result of such deposit. 

  
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 Anything herein to the contrary notwithstanding, (a) if, at any time after a Security would
be deemed to have been paid for purposes of this Indenture, and, if such is the case, the Company’s indebtedness in respect thereof would be deemed to have been satisfied and discharged, pursuant to this Section (without regard to the
provisions of this paragraph), the Trustee or any Paying Agent, as the case may be, (i) shall be required to return the money or Eligible Obligations, or combination thereof, deposited with it as aforesaid to the Company or its representative
under any applicable Federal or State bankruptcy, insolvency or other similar law, or (ii) is unable to apply any money in accordance with this Article with respect to any Securities by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such application, such Security shall thereupon be deemed retroactively not to have been paid and any satisfaction and discharge of the Company’s indebtedness in respect
thereof shall retroactively be deemed not to have been effected, and such Security shall be deemed to remain Outstanding and (b) any satisfaction and discharge of the Company’s indebtedness in respect of any Security shall be subject to
the provisions of the last paragraph of Section 703. 
  

	SECTION 802.	SATISFACTION AND DISCHARGE OF INDENTURE. 

 This Indenture shall upon Company Request cease to be
of further effect (except as hereinafter expressly provided), and the Trustee, at the expense of the Company, shall execute such instruments as the Company shall reasonably request to evidence and acknowledge the satisfaction and discharge of this
Indenture, when: 
 (a) no Securities remain Outstanding hereunder; and 

(b) the Company has paid or caused to be paid all other sums payable hereunder by the Company; 

provided, however, that if, in accordance with the last paragraph of Section 801, any Security, previously deemed to have been paid for purposes of this
Indenture, shall be deemed retroactively not to have been so paid, this Indenture shall thereupon be deemed retroactively not to have been satisfied and discharged, as aforesaid, and to remain in full force and effect, and the Company shall execute
and deliver such instruments as the Trustee shall reasonably request to evidence and acknowledge the same. 
 Notwithstanding the
satisfaction and discharge of this Indenture as aforesaid, the obligations of the Company and the Trustee under Sections 304, 305, 306, 504, 702, 703, 1007 and 1015 and this Article shall survive. 

Upon satisfaction and discharge of this Indenture as provided in this Section, the Trustee shall assign, transfer and turn over to the
Company, subject to the lien provided by Section 1007, any and all money, securities and other property then held by the Trustee for the benefit of the Holders of the Securities (other than money and Eligible Obligations held by the Trustee
pursuant to Section 803) and shall execute and deliver to the Company such instruments as, in the judgment of the Company, shall be necessary, desirable or appropriate to effect or evidence the satisfaction and discharge of this Indenture. 

 

	SECTION 803.	APPLICATION OF TRUST MONEY. 

 Neither the Eligible Obligations nor the money deposited pursuant
to Section 801, nor the principal or interest payments on any such Eligible Obligations, shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal of and premium, if any, and interest,
if any, on the Securities or portions of principal amount thereof in respect of which such deposit 

  
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was made, all subject, however, to the provisions of Section 703; provided, however, that so long as there shall not have occurred and be continuing an Event of Default, any cash received
from such principal or interest payments on such Eligible Obligations, if not then needed for such purpose, shall, to the extent practicable and upon Company Request and delivery to the Trustee of the documents referred to in clause (y) in the
first paragraph of Section 801, be invested in Eligible Obligations of the type described in clause (b) in the first paragraph of Section 801 maturing at such times and in such amounts as shall be sufficient, together with any other
moneys and the proceeds of any other Eligible Obligations then held by the Trustee, to pay when due the principal of and premium, if any, and interest, if any, due and to become due on such Securities or portions thereof on and prior to the Maturity
thereof, and interest earned from such reinvestment shall be paid over to the Company as received, free and clear of any trust, lien or pledge under this Indenture (except the lien provided by Section 1007); and provided, further, that, so long
as there shall not have occurred and be continuing an Event of Default, any moneys held in accordance with this Section on the Maturity of all such Securities in excess of the amount required to pay the principal of and premium, if any, and
interest, if any, then due on such Securities shall be paid over to the Company free and clear of any trust, lien or pledge under this Indenture (except the lien provided by Section 1007); and provided, further, that if an Event of Default
shall have occurred and be continuing, moneys to be paid over to the Company pursuant to this Section shall be held until such Event of Default shall have been waived or cured. 

ARTICLE NINE 
 EVENTS OF DEFAULT;
REMEDIES 
  

	SECTION 901.	EVENTS OF DEFAULT. 

 “Event of Default”, wherever used herein with respect to
Securities, means any one of the following events: 
 (a) failure to pay any interest on any Security when it becomes due and
payable and continuance of such default for a period of 30 days; provided, however, that no such default shall constitute an “Event of Default” if the Company has made a valid extension of the interest payment period with respect to the
Securities of such series, of which such Security is a part, if so provided as contemplated by Section 301; or 
 (b)
failure to pay the principal of or premium, if any, on any Security when it becomes due and payable; provided, however, that no such default shall constitute an “Event of Default” if the Company has made a valid extension of the Maturity
of the Securities of the series, of which such Security is a part, if so provided as contemplated by Section 301; or 

(c) failure to perform or breach of, any covenant or warranty of the Company in this Indenture (other than a covenant or
warranty a default in the performance of which or breach of which is elsewhere in this Section specifically addressed) and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified mail, to
the Company by the Trustee, or to the Company and the Trustee by the Holders of at least 33% in aggregate principal amount of the Outstanding Securities, a written notice specifying such default or breach and requiring it to be remedied and stating
that such notice is a “Notice of Default” hereunder, unless the Trustee, or the Trustee and the Holders of a principal amount of Securities not less than the principal amount of Securities the Holders of which gave such notice, as the case
may be, shall agree in writing to an extension of such period prior to its expiration; provided, however, that the Trustee, or the Trustee and the Holders of such principal amount of Securities, as the case may be, shall be deemed to have agreed to
an extension of such period if corrective action is initiated by the Company within such period and is being diligently pursued; or 

  
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 (d) the entry by a court having jurisdiction in the premises of (1) a decree
or order for relief in respect of the Company in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or (2) a decree or order adjudging the Company a bankrupt or
insolvent, or approving as properly filed a petition by one or more Persons other than the Company seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable Federal or State bankruptcy,
insolvency or similar law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official for the Company or for any substantial part of its property, or ordering the winding up or liquidation of its
affairs, and any such decree or order for relief or any such other decree or order shall have remained unstayed and in effect for a period of 90 consecutive days; or 

(e) the commencement by the Company of a voluntary case or proceeding under any applicable Federal or State bankruptcy,
insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by the Company to the entry of a decree or order for relief in respect of the Company in a case or
proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against the Company, or the filing by the Company of a petition or
answer or consent seeking reorganization or relief under any applicable Federal or State bankruptcy, insolvency, reorganization or similar law, or the consent by the Company to the filing of such petition or to the appointment of or taking
possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Company or of any substantial part of its property, or the making by the Company of an assignment for the benefit of creditors, or the
admission by the Company in writing of its inability to pay its debts generally as they become due, or the authorization of such action by the Board of Directors of the Company; or 

(f) so long as the Trustee shall hold any Outstanding Class A Bonds which were delivered to the Trustee as the basis for
the authentication and delivery of Securities which remain Outstanding hereunder, the occurrence of a matured event of default under the Class A Mortgage under which such Class A Bonds were authenticated and delivered (other than any such
matured event of default which (i) is not a failure to make payments on Class A Bonds and is not of similar kind or character to the Event of Default described in clause (d) or (e) above and (ii) has not resulted in the
acceleration of the Class A Bonds Outstanding under such Class A Mortgage); provided, however, that, anything in this Indenture to the contrary notwithstanding, the waiver or cure of such event of default under the Class A Mortgage
shall constitute a waiver and cure of the corresponding Event of Default hereunder and the rescission and annulment of the consequences of any such event under such Class A Mortgage shall constitute a rescission and annulment of the
consequences thereof. 
  

	SECTION 902.	ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT. 

 If an Event of Default shall have occurred
and be continuing, then in every such case the Trustee or the Holders of not less than 33% in principal amount of the Outstanding Securities may declare the principal amount (or, if any of the Securities of such series are Discount Securities, such
portion of the principal amount of such Securities as may be specified in the terms thereof as contemplated by Section 301) of all of the Securities to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if
given by Holders), and upon receipt by the Company of notice of such declaration such principal amount (or specified amount) together with premium, if any, and accrued and unpaid interest shall become immediately due and payable. 

  
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 At any time after such a declaration of acceleration of the maturity of the Securities then
Outstanding shall have been made, but before any sale of any of the Mortgaged Property has been made and before a judgment or decree for payment of the money due shall have been obtained by the Trustee as provided in this Article, the Event or
Events of Default giving rise to such declaration of acceleration shall, without further act, be deemed to have been cured, and such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if 

(a) the Company shall have paid or deposited with the Trustee a sum sufficient to pay 

(i) all overdue interest, if any, on all Securities then Outstanding; 

(ii) the principal of and premium, if any, on any Securities then Outstanding which have become due otherwise than by such
declaration of acceleration and interest thereon at the rate or rates prescribed therefor in such Securities; 
 (iii) to the
extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Securities; 

(iv) all amounts due to the Trustee under Section 1007; 

and 
 (b) all Events of Default,
other than the non-payment of the principal of Securities of such series which shall have become due solely by such declaration of acceleration, shall have been cured or waived as provided in Section 913. 

No such rescission shall affect any subsequent Event of Default or impair any right consequent thereon. 

 

	SECTION 903.	COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE. 

 If an Event of Default
described in clause (a) or (b) of Section 901 shall have occurred, the Company shall, upon demand of the Trustee, pay to it, for the benefit of the Holders of the Securities with respect to which such Event of Default shall have
occurred, the whole amount then due and payable on such Securities for principal and premium, if any, and interest, if any, and, to the extent permitted by law, interest on premium, if any, and on any overdue principal and interest, at the rate or
rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover any amounts due to the Trustee under Section 1007. 

If the Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company or any other obligor upon such Securities and collect the moneys
adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated. 

If an Event of Default shall have occurred and be continuing, the Trustee may in its discretion proceed to protect and enforce its rights and
the rights of the Holders of Securities by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or
in aid of the exercise of any power granted herein, or to enforce any other proper remedy. 

  
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	SECTION 904.	TRUSTEE MAY FILE PROOFS OF CLAIM. 

 In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors,
the Trustee (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment
of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, 
 (a) to
file and prove a claim for the whole amount of principal, premium, if any, and interest, if any, owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of
the Trustee (including any claim for amounts due to the Trustee under Section 1007 and any claims of the Trustee as holder of Class A Bonds) and of the Holders allowed in such judicial proceeding, and 

(b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;

 and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized
by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amounts due it under Section 1007. 

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any
plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 

 

	SECTION 905.	TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES. 

 All rights of action and claims
under this Indenture or the Securities may be prosecuted and enforced by the Trustee, without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for
the ratable benefit of the Holders in respect of which such judgment has been recovered. 
  

	SECTION 906.	APPLICATION OF MONEY COLLECTED. 

 Any money collected by the Trustee pursuant to this Article
shall be applied in the following order, to the extent permitted by law, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or premium, if any, or interest, if any, upon presentation of
the Securities in respect of which or for the benefit of which such money shall have been collected and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: 

FIRST: To the payment of all amounts due the Trustee under Section 10 07; 

SECOND: To the payment of the amounts then due and unpaid upon the Securities for principal of and premium, if any, and
interest, if any, in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal, premium, if any, and
interest, if any, respectively; and 

  
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 THIRD: To the payment of the remainder, if any, to the Company or to whomsoever
may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. 
  

	SECTION 907.	LIMITATION ON SUITS. 

 No Holder shall have any right to institute any proceeding, judicial or
otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: 

(a) such Holder shall have previously given written notice to the Trustee of a continuing Event of Default; 

(b) the Holders of a majority in aggregate principal amount of the Outstanding Securities shall have made written request to
the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; 
 (c) such
Holder or Holders shall have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; 

(d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any
such proceeding; and 
 (e) no direction inconsistent with such written request shall have been given to the Trustee during
such 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding Securities; 
 it being understood and intended that no one
or more of the Holders of any Securities shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders or to obtain or to seek to obtain
priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all Holders. 

 

	SECTION 908.	UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST. 

 Notwithstanding any
other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and premium, if any, and (subject to Section 307) interest, if any, on such Security
on the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such
Holder. 
  

	SECTION 909.	RESTORATION OF RIGHTS AND REMEDIES. 

 If the Trustee or any Holder has instituted any proceeding
to enforce any right or remedy under this Indenture and such proceeding shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee and such Holder shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and such Holder shall continue as
though no such proceeding had been instituted. 

  
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	SECTION 910.	RIGHTS AND REMEDIES CUMULATIVE. 

 Except as otherwise provided in the last paragraph of
Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy. 
  

	SECTION 911.	DELAY OR OMISSION NOT WAIVER. 

 No delay or omission of the Trustee or of any Holder to exercise
any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to
the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. 
  

	SECTION 912.	CONTROL BY HOLDERS OF SECURITIES. 

 If an Event of Default shall have occurred and be
continuing, the Holders of a majority in principal amount of the Outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee, with respect to such Securities; provided, however, that 
 (a) such direction shall not be in
conflict with any rule of law or with this Indenture, and could not involve the Trustee in personal liability in circumstances where indemnity would not, in the Trustee’s sole discretion, be adequate, and 

(b) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. 

 

	SECTION 913.	WAIVER OF PAST DEFAULTS. 

 The Holders of not less than a majority in principal amount of the
Outstanding Securities may on behalf of the Holders of all the Securities waive any past default hereunder and its consequences, except a default 

(a) in the payment of the principal of or premium, if any, or interest, if any, on any Outstanding Security, or 

(b) in respect of a covenant or provision hereof which under Section 1302 cannot be modified or amended without the
consent of the Holder of each Outstanding Security of any series or Tranche affected. 
 Upon any such waiver, such default shall cease to
exist, and any and all Events of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. 

 

	SECTION 914.	UNDERTAKING FOR COSTS. 

 The Company and the Trustee agree, and each Holder by his acceptance
thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as
Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including 

  
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reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant but the provisions
of this Section shall not apply to any suit instituted by the Company, to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in aggregate principal amount of the
Securities then Outstanding, or to any suit instituted by any Holder for the enforcement of the payment of the principal of or premium, if any, or interest, if any, on any Security on or after the Stated Maturity or Maturities expressed in such
Security (or in the case of redemption, on or after the Redemption Date). 
  

	SECTION 915.	WAIVER OF USURY, STAY OR EXTENSION LAWS. 

 The Company covenants (to the extent that it may
lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the
covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. 
  

	SECTION 916.	DEFAULTS UNDER CLASS A MORTGAGES. 

 In addition to every other right and remedy provided herein,
the Trustee may (but shall not be obligated to) exercise any right or remedy available to the Trustee in its capacity as owner and holder of Class A Bonds which arises as a result of a default or matured event of default under any Class A
Mortgage, whether or not an Event of Default shall then have occurred and be continuing. 
  

	SECTION 917.	RECEIVER AND OTHER REMEDIES. 

 If an Event of Default shall have occurred and, during the
continuance thereof, the Trustee shall have commenced judicial proceedings to enforce any right under this Indenture, the Trustee shall, to the extent permitted by law, be entitled, prior to the Release Date, as against the Company, to the
appointment of a receiver of the Mortgaged Property and subject to the rights, if any, of others to receive collections from former, present or future customers of the rents, issues, profits, revenues and other income thereof, and whether or not any
receiver is appointed, the Trustee shall be entitled to retain possession and control of, and to collect and receive the income from cash, securities and other personal property held by the Trustee hereunder and to all other remedies available to
mortgagees and secured parties under the Uniform Commercial Code or any other applicable law. 
 ARTICLE TEN 

THE TRUSTEE 
  

	SECTION 1001.	CERTAIN DUTIES AND RESPONSIBILITIES. 

 (a) The Trustee shall have and be subject to all the
duties and responsibilities specified with respect to an indenture trustee in the Trust Indenture Act and no implied covenants or obligations shall be read into this Indenture against the Trustee. For purposes of Sections 315(a) and 315(c) of the
Trust Indenture Act, the term “default” is hereby defined as an Event of Default which has occurred and is continuing. 
 (b) No
provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. 

  
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 (c) Notwithstanding anything contained in this Indenture to the contrary, the duties and
responsibilities of the Trustee under this Indenture shall be subject to the protections, exculpations and limitations on liability afforded to an indenture trustee under the provisions of the Trust Indenture Act. For the purposes of Sections 315(b)
and 315(d)(2) of the Trust Indenture Act, the term “responsible officer” is hereby defined as a Responsible Officer and the chairman or vice chairman of the board of directors, the chairman or vice chairman of the executive committee of
the board of directors, the president, any vice president, the secretary, any assistant secretary, the treasurer any assistant treasurer, the cashier, any assistant cashier, any trust officer or assistant trust officer, the controller and any
assistant controller of the Trustee, or any other officer of the Trustee customarily performing functions similar to those performed by a Responsible Officer or any of the above designated officers and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject. 

(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this Section. 
  

	SECTION 1002.	NOTICE OF DEFAULTS. 

 The Trustee shall give notice of any default hereunder known to the
Trustee in the manner and to the extent required to do so by the Trust Indenture Act, unless such default shall have been cured or waived; provided, however, that in the case of any default of the character specified in Section 901(c), no such
notice to Holders shall be given until at least 60 days after the occurrence thereof. For the purpose of this Section, the term “default” means any event which is, or after notice or lapse of time, or both, would become, an Event of
Default. 
 The Trustee shall give to the trustee under each Class A Mortgage a copy of each notice of default given to the Holders
pursuant to this Section. In addition, the Trustee shall give to the Holders copies of each notice of default under any Class A Mortgage given to the Trustee in its capacity as owner and holder of Class A Bonds delivered thereunder. 

 

	SECTION 1003.	CERTAIN RIGHTS OF TRUSTEE. 

 Subject to the provisions of Section 1001 and to the
applicable provisions of the Trust Indenture Act: 
 (a) the Trustee may conclusively rely and shall be fully protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or parties; 
 (b) any request or direction of the Company mentioned herein
shall be sufficiently evidenced by a Company Request or Company Order, or as otherwise expressly provided herein, and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution; 

(c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officer’s Certificate; 

(d) the Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; 

  
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 (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it
by this Indenture at the request or direction of any Holder pursuant to this Indenture, unless such Holder shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it
in compliance with such request or direction; 
 (f) the Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make
such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall (subject to applicable legal requirements) be entitled to examine, during
normal business hours, the books, records and premises of the Company, personally or by agent or attorney; 
 (g) the Trustee may execute
any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with
due care by it hereunder; 
 (h) the Trustee shall not be charged with knowledge of any default (as defined in Section 1002) or Event
of Default unless either (1) a Responsible Officer of the Trustee shall have actual knowledge of such default or Event of Default or (2) written notice of such default or Event of Default shall have been given to the Trustee by the Company
or any other obligor on such Securities, or by any Holder of such Securities, or, in the case of an Event of Default described in Section 901(f), by the trustee under the applicable Class A Mortgage; 

(i) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder; and 
 (j) the Trustee shall not
be liable for any action taken, suffered or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture. 

 

	SECTION 1004.	NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES. 

 The recitals contained herein and in
the Securities (except the Trustee’s certificates of authentication) shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes responsibility for their correctness. The Trustee makes no
representations as to the value or condition of the Mortgaged Property, the title of the Company to the Mortgaged Property, the security afforded by the Lien of this Indenture, the validity or genuineness of any securities deposited with the Trustee
hereunder, or the validity or sufficiency of this Indenture or of the Securities. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof or any money paid
to the Company hereunder. 
  

	SECTION 1005.	MAY HOLD SECURITIES. 

 Each of the Trustee, any Authenticating Agent, any Paying Agent, any
Security Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 1008 and 1013, may otherwise deal with the Company with the same rights it would
have if it were not the Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent. 

  
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	SECTION 1006.	MONEY HELD IN TRUST. 

 Money held by the Trustee in trust hereunder need not be segregated from
other funds, except to the extent required by law. The Trustee shall be under no liability for interest on or investment of any money received by it hereunder except as expressly provided herein or otherwise agreed with, and for the sole benefit of,
the Company. 
  

	SECTION 1007.	COMPENSATION AND REIMBURSEMENT. 

 The Company shall 

(a) pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation
shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); 
 (b) except
as otherwise expressly provided herein, reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any provision of this Indenture (including the
reasonable compensation and the expenses and disbursements of its agents and counsel), except to the extent that any such expense, disbursement or advance may be attributable to the Trustee’s negligence, willful misconduct or bad faith; and

 (c) indemnify the Trustee for, and hold it harmless from and against, any loss, liability or expense reasonably incurred
by it arising out of or in connection with the acceptance or administration of the trust or trusts hereunder or the performance of its duties hereunder, including the reasonable costs and expenses of defending itself against any claim or liability
in connection with the exercise or performance of any of its powers or duties hereunder except to the extent any such loss, liability or expense may be attributable to its negligence, willful misconduct or bad faith. 

As security for the performance of the obligations of the Company under this Section, the Trustee shall have a lien prior to the Securities
upon the Mortgaged Property and all property and funds held or collected by the Trustee as such, other than property and funds held in trust under Section 803 (except moneys payable to the Company as provided in Section 803). 

In addition and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when the Trustee incurs
expenses or renders services in connection with an Event of Default specified in Section 901(d) or Section 901(e), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are
intended to constitute expenses of administration under any applicable Federal and State bankruptcy, insolvency or other similar law. 
 The
Company’s obligations under this Section 1007 and the Lien referred to in this Section 1007 shall survive the resignation or removal of the Trustee, the discharge of the Company’s obligations under Article Eight of this Indenture
and/or the termination of this Indenture. 
 “TRUSTEE” for purposes of this Section 1007 shall include any predecessor
Trustee; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. 
  

	SECTION 1008.	DISQUALIFICATION; CONFLICTING INTERESTS. 

 If the Trustee shall have or acquire any conflicting
interest within the meaning of the Trust Indenture Act, it shall either eliminate such conflicting interest or resign to the extent, in the manner 

  
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and with the effect, and subject to the conditions, provided in the Trust Indenture Act and this Indenture. For purposes of Section 310(b)(1) of the Trust Indenture Act and to the extent
permitted thereby, the Trustee, in its capacity as trustee in respect of the Securities of any series, shall not be deemed to have a conflicting interest arising from its capacity as trustee in respect of the Securities of any other series issued
under this Indenture. Nothing herein shall prevent the Trustee from filing with the Commission the application referred to in the second to last paragraph of Section 310(b) of the Trust Indenture Act. 

 

	SECTION 1009.	CORPORATE TRUSTEE REQUIRED; ELIGIBILITY. 

 There shall at all times be a Trustee hereunder which
shall be 
 (a) a corporation organized and doing business under the laws of the United States of America, any State thereof or the District
of Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by Federal, State or District of Columbia authority, or 

(b) if and to the extent permitted by the Commission by rule, regulation or order upon application, a corporation or other Person organized
and doing business under the laws of a foreign government, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 or the Dollar equivalent of the applicable foreign currency and
subject to supervision or examination by authority of such foreign government or a political subdivision thereof substantially equivalent to supervision or examination applicable to United States institutional trustees, 

and, in either case, qualified and eligible under this Article and the Trust Indenture Act. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of such supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section and the Trust Indenture Act, it shall resign immediately in the manner and with the
effect hereinafter specified in this Article. 
  

	SECTION 1010.	RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR. 

 (a) No resignation or removal of the
Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 1011. 

(b) The Trustee may resign at any time by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee
required by Section 1011 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor
Trustee. 
 (c) The Trustee may be removed at any time by Act of the Holders of a majority in principal amount of the Outstanding Securities
delivered to the Trustee and the Company. 
 (d) If at any time: 

(i) the Trustee shall fail to comply with Section 1008 after written request therefor by the Company or by any Holder who
has been a bona fide Holder for at least six months, or 
 (ii) the Trustee shall cease to be eligible under
Section 1009 or Section 310(a) of the Trust Indenture Act and shall fail to resign after written request therefor by the Company or by any such Holder, or 

  
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 (iii) the Trustee shall become incapable of acting or shall be adjudged a
bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

 then, in any such case, (x) the Company by Board Resolutions may remove the Trustee with respect to all Securities or (y) subject to
Section 914, any Holder who has been a bona fide Holder for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees. 
 (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause (other than as contemplated by clause (y) in subsection (d) or this Section), the Company, by Board Resolutions, shall promptly appoint a successor Trustee or
Trustees and shall comply with the applicable requirements of Section 1011. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of
a majority in principal amount of the Outstanding Securities delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable
requirements of Section 1011, become the successor Trustee and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee shall have been so appointed by the Company or the Holders and accepted appointment
in the manner required by Section 1011, any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee. 
 (f) So long as no event which is, or after notice or lapse of time, or both, would become, an
Event of Default shall have occurred and be continuing, and except with respect to a Trustee appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities pursuant to subsection (e) of this Section, if the
Company shall have delivered to the Trustee (i) Board Resolutions appointing a successor Trustee, effective as of a date specified therein, and (ii) an instrument of acceptance of such appointment, effective as of such date, by such
successor Trustee in accordance with Section 1011, the Trustee shall be deemed to have resigned as contemplated in subsection (b) of this Section, the successor Trustee shall be deemed to have been appointed by the Company pursuant to
subsection (e) of this Section and such appointment shall be deemed to have been accepted as contemplated in Section 1011, all as of such date, and all other provisions of this Section and Section 1011 shall be applicable to such
resignation, appointment and acceptance except to the extent inconsistent with this subsection (f). 
 (g) The Company shall give notice of
each resignation and each removal of the Trustee and each appointment of a successor Trustee to all Holders of Securities in the manner provided in Section 108. Each notice shall include the name of the successor Trustee and the address of its
Corporate Trust Office. 
  

	SECTION 1011.	ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. 

 (a) In case of the appointment hereunder of a
successor Trustee, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee,
such retiring Trustee shall, upon payment of all sums owed to it, execute and deliver an instrument transferring to such successor Trustee all the rights, 

  
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powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder (including all
interest in the Class A Bonds), subject nevertheless to its Lien provided for in Section 1007. 
 (b) Upon request of any such
successor Trustee, the Company shall execute any instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in subsection (a) of this Section. 

(c) No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and
eligible under this Article. 
  

	SECTION 1012.	MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS. 

 Any corporation into which the
Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the
corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities. 
  

	SECTION 1013.	PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY. 

 If the Trustee shall be or become a
creditor of the Company or any other obligor upon the Securities (other than by reason of a relationship described in Section 311(b) of the Trust Indenture Act), the Trustee shall be subject to any and all applicable provisions of the Trust
Indenture Act regarding the collection of claims against the Company or such other obligor. For purposes of Section 311(b) of the Trust Indenture Act (a) the term “cash transaction” shall have the meaning provided in Rule 11b-4
under the Trust Indenture Act, and (b) the term “self-liquidating paper” shall have the meaning provided in Rule 11b-6 under the Trust Indenture Act. 
  

	SECTION 1014.	CO-TRUSTEE AND SEPARATE TRUSTEES. 

 At any time or times, for the purpose of meeting the legal
requirements of any applicable jurisdiction, the Company and the Trustee shall have power to appoint, and, upon the written request of the Trustee or of the Holders of at least 33% in principal amount of the Securities then Outstanding, the Company
shall for such purpose join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to appoint, one or more Persons approved by the Trustee either to act as co-trustee, jointly with the Trustee, or to act
as separate trustee, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons, in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to
the other provisions of this Section. If the Company does not join in such appointment within 15 days after the receipt by it of a request so to do, or if an Event of Default shall have occurred and be continuing, the Trustee alone shall have power
to make such appointment. 
 Should any written instrument or instruments from the Company be required by any co-trustee or separate trustee
to more fully confirm to such co-trustee or separate trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Company. 

  
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 Every co-trustee or separate trustee shall, to the extent permitted by law, but to such extent
only, be appointed subject to the following conditions: 
 (a) the Securities shall be authenticated and delivered, and all
rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely, by the Trustee; 

(b) the rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect of any property covered
by such appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate
trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations
shall be exercised and performed by such co-trustee or separate trustee. 
 (c) the Trustee at any time, by an instrument in
writing executed by it, with the concurrence of the Company, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, if an Event of Default shall have occurred and be continuing, the Trustee
shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of the Company. Upon the written request of the Trustee, the Company shall join with the Trustee in the execution and delivery
of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section; 

(d) no co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of the Trustee, or
any other such trustee hereunder, and the Trustee shall not be personally liable by reason of any act or omission of any such co-trustee or separate trustee; and 

(e) any Act of Holders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee and separate
trustee. 
  

	SECTION 1015.	APPOINTMENT OF AUTHENTICATING AGENT. 

 The Trustee may appoint an Authenticating Agent or Agents
with respect to the Securities of one or more series, or any Tranche thereof, which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series or Tranche issued upon original issuance, exchange, registration of
transfer or partial redemption thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on
behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation
organized and doing business under the laws of the United States of America, any State or territory thereof or the District of Columbia or the Commonwealth of Puerto Rico, authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said
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combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time
an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 

Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. 

An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company. Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section. 
 The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its
services under this Section. 
 The provisions of Sections 308, 1004 and 1005 shall be applicable to each Authenticating Agent. 

If an appointment with respect to the Securities of one or more series, or any Tranche thereof, shall be made pursuant to this Section, the
Securities of such series or Tranche may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication substantially in the following form: 

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. 

 

			
	 THE BANK OF NEW YORK,
 As
Trustee

		
	 By    
	 	 
		 	 As Authenticating Agent

		
	 By    
	 	 
		 	 Authorized Officer



 If all of the Securities of a series may not be originally issued at one time, and if the Trustee does
not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Company
in writing (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint, in accordance with this Section and in accordance with such procedures as shall be acceptable to the Trustee, an
Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities. 

  
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 ARTICLE ELEVEN 

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY 
  

	SECTION 1101.	LISTS OF HOLDERS. 

 Semiannually, not later than June 1 and December 1 in each year,
commencing December 1, 2002 and at such other times as the Trustee may request in writing, the Company shall furnish or cause to be furnished to the Trustee information as to the names and addresses of the Holders, and the Trustee shall
preserve such information and similar information received by it in any other capacity and afford to the Holders access to information so preserved by it, all to such extent, if any, and in such manner as shall be required by the Trust Indenture
Act; provided, however, that no such list need be furnished so long as the Trustee shall be the Security Registrar. 
  

	SECTION 1102.	REPORTS BY TRUSTEE AND COMPANY. 

 Not later than November 1 in each year, commencing with
the year 2002, the Trustee shall transmit to the Holders, the Commission and each securities exchange upon which any Securities are listed, a report, dated as of the next preceding September 15, with respect to any events and other matters
described in Section 313(a) of the Trust Indenture Act, in such manner and to the extent required by the Trust Indenture Act. The Trustee shall transmit to the Holders, the Commission and each securities exchange upon which any Securities are
listed, and the Company shall file with the Trustee (within 30 days after filing with the Commission in the case of reports which pursuant to the Trust Indenture Act must be filed with the Commission and furnished to the Trustee) and transmit to the
Holders, such other information, reports and other documents, if any, at such times and in such manner, as shall be required by the Trust Indenture Act. The Company shall notify the Trustee of the listing of any Securities on any securities
exchange. 
 Delivery of such reports, information and documents to the Trustee is for informational purposes only, and the Trustee’s
receipt of such shall not constitute notice or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officer’s Certificates). 
 The Company shall file with the Trustee (within thirty
(30) days after filing with the Commission in the case of reports that pursuant to the Trust Indenture Act must be filed with the Commission and furnished to the Trustee) and transmit to the Holders, such other information, reports and other
documents, if any, at such times and in such manner, as shall be required by the Trust Indenture Act. 
 ARTICLE TWELVE 

CONSOLIDATION, MERGER, CONVEYANCE, OR OTHER TRANSFER 
  

	SECTION 1201.	COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS. 

 The Company shall not consolidate with
or merge into any other corporation, or convey or otherwise transfer, or lease, as or substantially as an entirety the Company’s Electric Utility Property to any Person, unless: 

(a) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or other
transfer, or which leases, as or substantially as an entirety such Electric Utility Property shall be a corporation organized and existing under the laws of the United States, any State or Territory thereof or the District of Columbia (such
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hereinafter sometimes called the “SUCCESSOR COMPANY”) and shall execute and deliver to the Trustee an indenture supplemental hereto, in form recordable and reasonably satisfactory to
the Trustee, which: 
 (i) in the case of a consolidation, merger, conveyance or other transfer, or in the case of a lease if
the term thereof extends beyond the last Stated Maturity of the Securities then Outstanding, contains an express assumption by the Successor Company of the due and punctual payment of the principal of and premium, if any, and interest, if any, on
all the Securities then Outstanding and the performance and observance of every covenant and condition of this Indenture to be performed or observed by the Company, and 

(ii) in the case of a consolidation, merger, conveyance or other transfer prior to the Release Date, contains a grant,
conveyance, transfer and mortgage by the Successor Company, of the same tenor of the Granting Clauses herein, 
 (A)
confirming the Lien of this Indenture on the Mortgaged Property (as constituted immediately prior to the time such transaction became effective) and subjecting to the Lien of this Indenture all property, real, personal and mixed, thereafter acquired
by the Successor Company which shall constitute an improvement, extension or addition to the Mortgaged Property (as so constituted) or a renewal, replacement or substitution of or for any part thereof, and, 

(B) at the election of the Successor Company, subjecting to the Lien of this Indenture such property, real, personal or mixed,
in addition to the property described in subclause (A) above, then owned or thereafter acquired by the Successor Company as the Successor Company shall, in its sole discretion, specify or describe therein, 

and the Lien confirmed or created by such grant, conveyance, transfer and mortgage shall have force, effect and standing
similar to those which the Lien of this Indenture would have had if the Company had not been a party to such consolidation, merger, conveyance or other transfer and had itself, after the time such transaction became effective, purchased, constructed
or otherwise acquired the property subject to such grant, conveyance, transfer and mortgage; 
 (b) in the case of a lease, such lease shall
be made expressly subject to termination at any time during the continuance of an Event of Default, by (i) the Company or the Trustee and (ii) the purchaser of the property so leased at any sale thereof hereunder, whether such sale be made
under the power of sale hereby conferred or pursuant to judicial proceedings; 
 (c) the Company shall have delivered to the Trustee an
Officer’s Certificate and an Opinion of Counsel each of which shall state that such consolidation, merger, conveyance or other transfer or lease, and such supplemental indenture, comply with this Article and that all conditions precedent herein
provided for relating to such transaction have been complied with; and 
 (d) immediately after giving effect to such transaction (and
treating any Debt that becomes an obligation of the Successor Company as a result of such transaction as having been incurred by the Successor Company at the time of such transaction), no Default or Event of Default shall have occurred and be
continuing. 
 As used in this Article and in Section 1810(d), the terms “improvement”, “extension” and
“addition” shall be limited to (a) with respect to real property subject to the Lien of this Indenture, any item of personal property which has been so affixed or attached to such real property as to be regarded a


  
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part of such real property under applicable law and (b) with respect to personal property subject to the Lien of this Indenture, any improvement, extension or addition to such personal
property which (i) is made to maintain, renew, repair or improve the function of such personal property and (ii) is physically installed in or affixed to such personal property. 

 

	SECTION 1202.	SUCCESSOR COMPANY SUBSTITUTED. 

 Upon any consolidation or merger or any conveyance or other
transfer of, as or substantially as an entirety the Company’s Electric Utility Property in accordance with Section 1201, the Successor Company shall succeed to, and be substituted for, and may exercise every power and right of, the Company
under this Indenture with the same effect as if such Successor Company had been named as the “Company” herein. Without limiting the generality of the foregoing: 

(a) all property of the Successor Company then subject to the Lien of this Indenture, of the character described in Section 103, shall
constitute Property Additions; 
 (b) the Successor Company may execute and deliver to the Trustee, and thereupon the Trustee shall, subject
to the provisions of Article Sixteen, authenticate and deliver, Securities upon any basis provided in Article Sixteen; and 
 (c) the
Successor Company may, subject to the applicable provisions of this Indenture, cause Property Additions to be applied to any other Authorized Purpose. 

All Securities so executed by the Successor Company, and authenticated and delivered by the Trustee, shall in all respects be entitled to the
benefit of the Lien of this Indenture equally and ratably with all Securities executed, authenticated and delivered prior to the time such consolidation, merger, conveyance or other transfer became effective. 

 

	SECTION 1203.	EXTENT OF LIEN HEREOF ON PROPERTY OF SUCCESSOR COMPANY. 

 Unless, in the case of a
consolidation, merger, conveyance or other transfer contemplated by Section 1201, the indenture supplemental hereto contemplated in Section 1201 or in Article Thirteen expressly provides otherwise, neither this Indenture nor such
supplemental indenture shall become or be, or be required to become or be, a Lien upon any of the properties: 
 (a) owned by the Successor
Company or any other party to such transaction (other than the Company) immediately prior to the time of effectiveness of such transaction or 

(b) acquired by the Successor Company at or after the time of effectiveness of such transaction, 

except, in either case, properties acquired from the Company in or as a result of such transaction and improvements, extensions and additions to such
properties and renewals, replacements and substitutions of or for any part or parts thereof. 
  

	SECTION 1204.	RELEASE OF COMPANY UPON CONVEYANCE OR OTHER TRANSFER. 

 In the case of a conveyance or other
transfer to any Person or Persons as contemplated in Section 1201, upon the satisfaction of all the conditions specified in Section 1201 the Company (such term being used in this Section without giving effect to such transaction) shall be
released and discharged from all obligations and covenants under this Indenture and on and under all Securities then Outstanding (unless the Company shall have delivered to the Trustee an instrument in which it shall waive such release and
discharge) and, upon request by the Company, the Trustee shall acknowledge in writing that the Company has been so released and discharged. 

  
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	SECTION 1205.	MERGER INTO COMPANY; EXTENT OF LIEN HEREOF. 

 (a) Nothing in this Indenture shall be deemed to
prevent or restrict any consolidation or merger after the consummation of which the Company would be the surviving or resulting corporation or any conveyance or other transfer, or lease, of any part of the Company’s Electric Utility Property
which does not constitute the entirety or substantially the entirety of its Electric Utility Property. 
 (b) Unless, in the case of a
consolidation or merger described in subsection (a) of this Section, an indenture supplemental hereto shall otherwise provide, this Indenture shall not become or be, or be required to become or be, a Lien upon any of the properties acquired by
the Company in or as a result of such transaction or any improvements, extensions or additions to such properties or any renewals, replacements or substitutions of or for any part or parts thereof. 

 

	SECTION 1206.	TRANSFER OF LESS THAN SUBSTANTIALLY ALL. 

 A conveyance, transfer or lease by the Company of
Electric Utility Property shall not be deemed to constitute the conveyance, transfer or lease as or substantially as an entirety of its Electric Utility Property for purposes of this Indenture if the Fair Value of the Electric Utility Property
retained by the Company exceeds 143% of the aggregate principal amount of all Outstanding Securities and any other outstanding debt securities of the Company that rank equally with, or senior to the Indenture Securities with respect to such Electric
Utility Property, other than any Class A Bonds held by the Trustee. Such Fair Value shall be established by the delivery to the Trustee of an Independent Expert’s Certificate stating the Independent Expert’s opinion of such Fair Value
as of a date not more than 90 days before or after such conveyance, transfer or lease. This Article is not intended to limit the Company’s conveyances, transfers or leases of less than the entirety or substantially the entirety of its Electric
Utility Property. 
 ARTICLE THIRTEEN 

SUPPLEMENTAL INDENTURES 
  

	SECTION 1301.	SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS. 

 Without the consent of any Holders, the
Company and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: 

(a) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of
the Company herein and in the Securities all as provided in Article Twelve; or 
 (b) to add one or more covenants of the
Company or other provisions for the benefit of the Holders of all or any series of Securities, or any Tranche, thereof or to surrender any right or power herein conferred upon the Company (and if such covenants are to be for the benefit of less than
all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series); or 

(c) to add any additional Events of Default with respect to all or any series of Securities Outstanding hereunder (and if such
additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or 

(d) to change or eliminate any provision of this Indenture or to add any new provision to this Indenture; provided, however,
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adversely affect the interests of the Holders of Securities of any series or Tranche Outstanding on the date of such supplemental indenture in any material respect, such change, elimination or
addition shall become effective with respect to such series or Tranche only pursuant to the provisions of Section 1302 hereof or when no Security of such series or Tranche remains Outstanding; or 

(e) to provide additional collateral security for the Securities of any series; or 

(f) to establish the form or terms of Securities of any series or Tranche as contemplated by Sections 201 and 301; or 

(g) to provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest,
if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any and all other matters incidental thereto;
or 
 (h) to evidence and provide for the acceptance of appointment hereunder by a separate or successor Trustee with respect
to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the
requirements of Section 1011(b); or 
 (i) to provide for the procedures required to permit the Company to utilize, at
its option, a non-certificated system of registration for all, or any series or Tranche of, the Securities; or 
 (j) to
change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities, or any Tranche thereof, shall be payable, (2) all or any series of Securities, or any Tranche thereof, may
be surrendered for registration of transfer, (3) all or any series of Securities, or any Tranche thereof, may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities, or
any Tranche thereof, and this Indenture may be served; 
 (k) to amend and restate this Indenture, as originally executed and
delivered and as it may have been subsequently amended, in its entirety, but with such additions, deletions and other changes as shall not adversely affect the interests of the Holders of the Securities in any material respect; or 

(l) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other
provision herein, or to make any other changes to the provisions hereof or to add other provisions with respect to matters or questions arising under this Indenture, provided that such other changes or additions shall not materially adversely affect
the interests of the Holders of Securities of any series or Tranche in any material respect; or 
 (m) in connection with the
establishment of the Release Date under Section 1811, to amend this Indenture to eliminate any provisions related to the Lien of this Indenture, the Mortgaged Property, and Class A Bonds which are no longer applicable, including Articles
Sixteen, Seventeen and Eighteen. 
 Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the
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 (x) if any such amendment shall require one or more changes to any provisions hereof or the
inclusion herein of any additional provisions, or shall by operation of law be deemed to effect such changes or incorporate such provisions by reference or otherwise, this Indenture shall be deemed to have been amended so as to conform to such
amendment to the Trust Indenture Act, and the Company and the Trustee may, without the consent of any Holders, enter into an indenture supplemental hereto to evidence such amendment hereof; or 

(y) if any such amendment shall permit one or more changes to, or the elimination of, any provisions hereof which, at the Execution Date or at
any time thereafter, are required by the Trust Indenture Act to be contained herein or are contained herein to reflect any provision of the Trust Indenture Act as in effect at such date, this Indenture shall be deemed to have been amended to effect
such changes or elimination, and the Company and the Trustee may, without the consent of any Holders, enter into an indenture supplemental hereto to this Indenture to effect such changes or elimination or evidence such amendment. 

 

	SECTION 1302.	SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. 

 Subject to the provisions of
Section 1301, with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities of all series then Outstanding under this Indenture, considered as one class, by Act of said Holders delivered to the
Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of
the provisions of, this Indenture; provided, however, that if there shall be Securities of more than one series Outstanding hereunder and if a proposed supplemental indenture shall directly affect the rights of the Holders of Securities of one or
more, but less than all, of such series, then the consent only of the Holders of a majority in aggregate principal amount of the Outstanding Securities of all series so directly affected, considered as one class, shall be required; and provided,
further, that if the Securities of any series shall have been issued in more than one Tranche and if the proposed supplemental indenture shall directly affect the rights of the Holders of Securities of one or more, but less than all, of such
Tranches, then the consent only of the Holders of a majority in aggregate principal amount of the Outstanding Securities of all Tranches so directly affected, considered as one class, shall be required; and provided, further, that no such
supplemental indenture shall, without the consent of the Holder of each Outstanding Security of each series or Tranche so directly affected, 

(a) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security (other than
pursuant to the terms thereof), or reduce the principal amount thereof or the rate of interest thereon (or the amount of any installment of interest thereon) or change the method of calculating such rate or reduce any premium payable upon the
redemption thereof, or reduce the amount of the principal of a Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 902, or change the coin or currency (or other
property), in which any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the
Redemption Date), or 
 (b) permit the creation of any Lien ranking prior to the Lien of this Indenture with respect to more
than 10% of the Mortgaged Property or, other than pursuant to Section 1811, terminate the Lien of this Indenture on more than 10% of the Mortgaged Property or deprive such Holder of the benefit of the security of the Lien of this Indenture, or

 (c) reduce the percentage in principal amount of the Outstanding Securities of any series or any Tranche thereof, the
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supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with any provision of this Indenture or of any default hereunder and its consequences, or
reduce the requirements of Section 1404 for quorum or voting, or 
 (d) modify any of the provisions of this Section,
Section 706 or Section 913 with respect to the Securities of any series, or any Tranche thereof, except to increase the percentages in principal amount referred to in this Section or such other Sections or to provide that other provisions
of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in
the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 1011(b), 1014 and 1301(h). 

A supplemental indenture which (x) changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for
the benefit of the Holders of, or which is to remain in effect only so long as there shall be Outstanding, Securities of one or more particular series, or one or more Tranches thereof, or (y) modifies the rights of the Holders of Securities of
such series or Tranches with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or Tranche. 

It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but
it shall be sufficient if such Act shall approve the substance thereof. 
 Anything in this Indenture to the contrary notwithstanding, if
the Officer’s Certificate, supplemental indenture or Board Resolution, as the case may be, establishing the Securities of any series or Tranche shall provide that the Company may make certain specified additions, changes or eliminations to or
from the Indenture which shall be specified in such Officer’s Certificate, supplemental indenture or Board Resolution establishing such series or Tranche, (a) the Holders of Securities of such series or Tranche shall be deemed to have
consented to a supplemental indenture containing such additions, changes or eliminations to or from the Indenture which shall be specified in such Officer’s Certificate, supplemental indenture or Board Resolution establishing such series or
Tranche, (b) no Act of such Holders shall be required to evidence such consent and (c) such consent may be counted in the determination of whether or not the Holders of the requisite principal amount of Securities shall have consented to
such supplemental indenture. 
  

	SECTION 1303.	EXECUTION OF SUPPLEMENTAL INDENTURES. 

 In executing, or accepting the additional trusts created
by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 1001) shall be fully protected in relying upon, an
Opinion of Counsel and an Officer’s Certificate stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and containing the statements required by Section 104. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties, immunities or liabilities under this Indenture or otherwise. 

 

	SECTION 1304.	EFFECT OF SUPPLEMENTAL INDENTURES. 

 Upon the execution of any supplemental indenture under this
Article this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby. Any supplemental indenture permitted by this Article may restate this Indenture in its entirety, and, upon the execution and delivery thereof, any such restatement shall supersede this Indenture as theretofore in effect for
all purposes. 

  
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 Upon the execution and delivery of the supplemental indenture described in Section 1811,
(a) the Lien of this Indenture shall be deemed to have been satisfied and discharged, (b) upon request by the Company, the Trustee shall release, quitclaim and otherwise turn over to the Company the Mortgaged Property (other than money and
Eligible Obligations held by the Trustee pursuant to Section 803), (c) upon request by the Company, the Trustee shall execute and deliver to the Company such deeds and other instruments as, in the judgment of the Company, shall be
necessary, desirable or appropriate to effect or evidence such satisfaction, discharge, release and quitclaim and (d) the Company shall, as promptly as practicable, give notice to all Holders of such satisfaction and discharge in the same
manner as a notice of redemption. 
  

	SECTION 1305.	CONFORMITY WITH TRUST INDENTURE ACT. 

 Every supplemental indenture executed pursuant to this
Article shall conform to the requirements of the Trust Indenture Act as then in effect. 
  

	SECTION 1306.	REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES. 

 Securities of any series, or any Tranche
thereof, authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such
supplemental indenture. If the Company shall so determine, new Securities of any series, or any Tranche thereof, so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company, and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series or Tranche. 
  

	SECTION 1307.	MODIFICATION WITHOUT SUPPLEMENTAL INDENTURE. 

 To the extent, if any, that the terms of any
particular series of Securities shall have been established in or pursuant to a Board Resolution or an Officer’s Certificate pursuant to a supplemental indenture or Board Resolution as contemplated by Section 301, and not in an indenture
supplemental hereto, additions to, changes in or the elimination of any of such terms may be effected by means of a supplemental Board Resolution or Officer’s Certificate pursuant to a Board Resolution or a supplemental indenture and complying
with the requirements of Section 104, as the case may be, delivered to, and accepted by, the Trustee in writing; provided, however, that such supplemental Board Resolution or Officer’s Certificate shall not be accepted by the Trustee or
otherwise be effective unless all conditions set forth in this Indenture which would be required to be satisfied if such additions, changes or elimination were contained in a supplemental indenture shall have been appropriately satisfied. Upon the
written acceptance thereof by the Trustee, any such supplemental Board Resolution or Officer’s Certificate shall be deemed to be effective and constitute part of the Indenture and a supplemental indenture hereunder, including for purposes of
Section 1816. Such acceptance shall be conveyed by a written instrument signed by a Responsible Officer of the Trustee. 
 ARTICLE
FOURTEEN 
 MEETINGS OF HOLDERS; ACTION WITHOUT MEETING 
  

	SECTION 1401.	PURPOSES FOR WHICH MEETINGS MAY BE CALLED. 

 A meeting of Holders of Securities of one or more,
or all, series, or any Tranche or Tranches thereof, may be called at any time and from time to time pursuant to this Article to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Securities of such series or Tranches. 

  
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	SECTION 1402.	CALL, NOTICE AND PLACE OF MEETINGS. 

 (a) The Trustee may at any time call a meeting of Holders
of Securities of one or more, or all, series, or any Tranche or Tranches thereof, for any purpose specified in Section 1401, to be held at such time and at such place in the Borough of Manhattan, The City of New York, as the Trustee shall
determine, or, with the approval of the Company, at any other place. Notice of every such meeting, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given, in the
manner provided in Section 108, not less than 21 nor more than 180 days prior to the date fixed for the meeting. 
 (b) If the Trustee
shall have been requested to call a meeting of the Holders of Securities of one or more, or all, series, or any Tranche or Tranches thereof, by the Company or by the Holders of 33% in aggregate principal amount of all of such series and Tranches,
considered as one class, for any purpose specified in Section 1301, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have given the notice of such meeting within 21
days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided herein, then the Company or the Holders of Securities of such series and Tranches in the amount above specified, as the case may be, may
determine the time and the place in the Borough of Manhattan, The City of New York, or in such other place as shall be determined or approved by the Company, for such meeting and may call such meeting for such purposes by giving notice thereof as
provided in subsection (a) of this Section. 
 (c) Any meeting of Holders of Securities of one or more, or all, series, or any Tranche
or Tranches thereof, shall be valid without notice if the Holders of all Outstanding Securities of such series or Tranches are present in person or by proxy and if representatives of the Company and the Trustee are present, or if notice is waived in
writing before or after the meeting by the Holders of all Outstanding Securities of such series, or any Tranche or Tranches thereof or by such of them as are not present at the meeting in person or by proxy, and by the Company and the Trustee. 

 

	SECTION 1403.	PERSONS ENTITLED TO VOTE AT MEETINGS. 

 To be entitled to vote at any meeting of Holders of
Securities of one or more, or all, series, or any Tranche or Tranches thereof, a Person shall be (a) a Holder of one or more Outstanding Securities of such series or Tranches, or (b) a Person appointed by an instrument in writing as proxy
for a Holder or Holders of one or more Outstanding Securities of such series or Tranches by such Holder or Holders. The only Persons who shall be entitled to attend any meeting of Holders of Securities of any series or Tranche shall be the Persons
entitled to vote at such meeting and their counsel, any representatives of the Trustee and its counsel and any representatives of the Company and its counsel. 
  

	SECTION 1404.	QUORUM; ACTION. 

 The Persons entitled to vote a majority in aggregate principal amount of the
Outstanding Securities of the series and Tranches with respect to which a meeting shall have been called as hereinbefore provided, considered as one class, shall constitute a quorum for a meeting of Holders of Securities of such series and Tranches;
provided, however, that if any action is to be taken at such meeting which this Indenture expressly provides may be taken by the Holders of a specified percentage, which is less than a majority, in principal amount of the Outstanding Securities of
such series and Tranches, considered as one class, the Persons entitled to vote such specified percentage in principal amount of the Outstanding Securities of such series and Tranches, considered as one class, shall constitute a quorum. In the
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meeting, the meeting shall, if convened at the request of Holders of Securities of such series and Tranches, be dissolved. In any other case the meeting may be adjourned for such period as may be
determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for such period as may be determined by the chairman of the
meeting prior to the adjournment of such adjourned meeting. Except as provided by Section 1405(e), notice of the reconvening of any meeting adjourned for more than 30 days shall be given as provided in Section 1402(a) not less than ten
days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage, as provided above, of the principal amount of the Outstanding Securities of such
series and Tranches which shall constitute a quorum. 
 Except as limited by Section 1302, any resolution presented to a meeting or
adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted only by the affirmative vote of the Holders of a majority in aggregate principal amount of the Outstanding Securities of the series and Tranches with respect
to which such meeting shall have been called, considered as one class; provided, however, that, except as so limited, any resolution with respect to any action which this Indenture expressly provides may be taken by the Holders of a specified
percentage, which is less than a majority, in principal amount of the Outstanding Securities of such series and Tranches, considered as one class, may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present
as aforesaid by the affirmative vote of the Holders of such specified percentage in principal amount of the Outstanding Securities of such series and Tranches, considered as one class. 

Any resolution passed or decision taken at any meeting of Holders of Securities duly held in accordance with this Section shall be binding on
all the Holders of Securities of the series and Tranches with respect to which such meeting shall have been held, whether or not present or represented at the meeting. 
  

	SECTION 1405.	ATTENDANCE AT MEETINGS; DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF MEETINGS. 


(a) Attendance at meetings of Holders of Securities may be in person or by proxy; and, to the extent permitted by law, any such proxy shall
remain in effect and be binding upon any future Holder of the Securities with respect to which it was given unless and until specifically revoked by the Holder or future Holder of such Securities before being voted. 

(b) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any
meeting of Holders of Securities in regard to proof of the holding of such Securities and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and
other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the
manner specified in Section 106 and the appointment of any proxy shall be proved in the manner specified in Section 106. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid
and genuine without the proof specified in Section 106 or other proof. 
 (c) The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Holders as provided in Section 1402(b), in which case the Company or the Holders of Securities of the series and Tranches calling the meeting, as
the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in aggregate principal amount of the Outstanding
Securities of all series and Tranches represented in person or by proxy at the meeting, considered as one class. 

  
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 (d) At any meeting each Holder or proxy shall be entitled to one vote for each $1,000 principal
amount of Securities held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The
chairman of the meeting shall have no right to vote, except as a Holder of a Security or proxy. 
 (e) Any meeting duly called pursuant to
Section 1402 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority in aggregate principal amount of the Outstanding Securities of all series and Tranches represented at the meeting, considered as
one class; and the meeting may be held as so adjourned without further notice. 
  

	SECTION 1406.	COUNTING VOTES AND RECORDING ACTION OF MEETINGS. 

 The vote upon any resolution submitted to any
meeting of Holders shall be by written ballots on which shall be subscribed the signatures of the Holders or of their representatives by proxy and the principal amounts and serial numbers of the Outstanding Securities, of the series and Tranches
with respect to which the meeting shall have been called, held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written reports of all votes cast at the meeting. A record, in duplicate, of the proceedings of each meeting of Holders shall be prepared by the secretary of the meeting and there
shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing
that said notice was given as provided in Section 1402 and, if applicable, Section 1404. Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one such copy shall be delivered
to the Company, and another to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated. 

 

	SECTION 1407.	ACTION WITHOUT MEETING. 

 In lieu of a vote of Holders at a meeting as hereinbefore contemplated
in this Article, any request, demand, authorization, direction, notice, consent, waiver or other action may be made, given or taken by Holders by one or more written instruments as provided in Section 106. 

ARTICLE FIFTEEN 
 IMMUNITY OF
INCORPORATORS, SHAREHOLDERS, OFFICERS AND DIRECTORS 
  

	SECTION 1501.	LIABILITY SOLELY CORPORATE. 

 No recourse shall be had for the payment of the principal of or
premium, if any, or interest, if any, on any Securities or any part thereof, or for any claim based thereon or otherwise in respect thereof, or of the indebtedness represented thereby, or upon any obligation, covenant or agreement under this
Indenture, against any incorporator, shareholder, member, limited partner, officer, manager or director, as such, past, present or future of the Company or of any predecessor or successor of the Company (either directly or through the Company or a
predecessor or successor of the Company), whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and understood that


  
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this Indenture and all the Securities are solely corporate obligations, and that no personal liability whatsoever shall attach to, or be incurred by, any incorporator, shareholder, member,
limited partner, officer, manager or director, past, present or future, of the Company or of any predecessor or successor of the Company, either directly or indirectly through the Company or any predecessor or successor of the Company, because of
the indebtedness hereby authorized or under or by reason of any of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or to be implied herefrom or therefrom, and that any such personal liability is
hereby expressly waived and released as a condition of, and as part of the consideration for, the execution of this Indenture and the issuance of the Securities. 

ARTICLE SIXTEEN 
 ISSUANCE OF
SECURITIES PRIOR TO THE RELEASE DATE 
  

	SECTION 1601.	GENERAL. 

 Prior to the Release Date, the Trustee shall authenticate and deliver Securities, for
original issue, at one time or from time to time in accordance with the Company Order referred to below, only pursuant to Section 1602, 1603, 1604 or 1605. 
  

	SECTION 1602.	ISSUANCE OF SECURITIES ON THE BASIS OF CLASS A BONDS. 

 (a) Securities of any one or more
series may be authenticated and delivered on the basis of, and in an aggregate principal amount not exceeding, the aggregate principal amount of Class A Bonds delivered to the Trustee for such purpose. 

(b) Securities of any series shall be authenticated and delivered by the Trustee on the basis of the delivery to the Trustee of Class A
Bonds which have not theretofore been made the basis under any provisions of this Indenture of one or more Authorized Purposes upon receipt by the Trustee of: 

(i) The documents with respect to the Securities of such series specified in Section 303; 

(ii) Class A Bonds (A) maturing (or being subject to mandatory redemption) on such dates and in such principal
amounts that, at each Stated Maturity of the Securities of such series (or the Tranche thereof then to be authenticated and delivered), there shall mature (or be redeemed) Class A Bonds equal in principal amount to the Securities of such series
or Tranche then to mature and (B) containing, in addition to any mandatory redemption provisions applicable to all Class A Bonds Outstanding under the related Class A Mortgage and any mandatory redemption provisions contained therein
pursuant to clause (A) above, mandatory redemption provisions correlative to the provisions, if any, for the mandatory redemption (pursuant to a sinking fund or otherwise) of the Securities of such series or Tranche or for the redemption
thereof at the option of the Holder; it being expressly understood that such Class A Bonds (X) may, but need not, bear interest, (Y) may, but need not, contain provisions for the redemption thereof at the option of the Company, any
such redemption to be made at a redemption price or prices not less than the principal amount thereof and (Z) shall be held by the Trustee in accordance with Article Seventeen; and 

  
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 (iii) an Opinion of Counsel to the effect that: 

(1) the form or forms of such Class A Bonds have been duly authorized by the Company and have been established in
conformity with the provisions of the related Class A Mortgage; 
 (2) the terms of such Class A Bonds have been
duly authorized by the Company and have been established in conformity with the provisions of the related Class A Mortgage; and 

(3) (I) such Class A Bonds have been duly executed by the Company and authenticated by the trustee under the related
Class A Mortgage and (II) when the Securities to be authenticated and delivered on the basis of the delivery to the Trustee of such Class A Bonds shall have been authenticated and delivered by the Trustee in accordance with this Indenture
and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, such Class A Bonds will constitute valid and legally binding obligations of the Company, enforceable in accordance with
their terms, subject, as to enforcement, to laws relating to or affecting generally the enforcement of mortgagee’s and creditors’ rights, including, without limitation, bankruptcy, insolvency, reorganization, receivership, moratorium and
other laws affecting the rights and remedies of creditors and mortgagees’ generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity as at law) and except as enforcement of
provisions thereof may be limited by state laws affecting the remedies of the enforcement of the security provided for in the Class A Mortgage; and such Class A Bonds will be entitled to the benefit of the Lien of such Class A
Mortgage equally and ratably with all other Class A Bonds then Outstanding under such Class A Mortgage, except as to sinking fund or similar provisions. 

provided, however, that, with respect to Securities of a series subject to a Periodic Offering, the Trustee shall be entitled to receive such
Opinion of Counsel only once at or prior to the time of the first authentication and delivery of such Securities and that, in lieu of the opinions described in clauses (B) and (C) above, counsel may opine that: 

(X) when the terms of such Class A Bonds shall have been established in accordance with the instrument or instruments
creating the series of which such Class A Bonds are a part, such terms will have been duly authorized by the Company and will have been established in conformity with the provisions of the related Class A Mortgage; and/or 

(Y) (I) either (1) such Class A Bonds have been duly issued and delivered by the Company and authenticated and
delivered by the trustee under the related Class A Mortgage or (2) when such Class A Bonds shall have been authenticated and delivered by the trustee under the related Class A Mortgage in accordance with the instrument or
instruments creating the series of which such Class A Bonds are a part, such Class A Bonds will have been duly authenticated and delivered under such Class A Mortgage and (II) when such Class A Bonds shall have been issued and
delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, and when the Securities to be authenticated and delivered on the basis of the delivery to the Trustee of such Class A Bonds shall have
been 

  
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authenticated and delivered by the Trustee in accordance with this Indenture and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of
Counsel, such Class A Bonds will constitute valid obligations of the Company, entitled to the benefit of the Lien of such Class A Mortgage equally and ratably with all other Class A Bonds then Outstanding under such Class A
Mortgage. 
  

	SECTION 1603.	ISSUANCE OF SECURITIES ON THE BASIS OF PROPERTY ADDITIONS. 

 (a) Securities of any one or more
series may be authenticated and delivered on the basis of Property Additions which do not constitute Funded Property in a principal amount not exceeding the balance of the Cost or the Fair Value to the Company of such Property Additions (whichever
shall be less) after making any deductions and any additions pursuant to Section 103(b). 
 (b) Securities of any series shall be
authenticated and delivered by the Trustee on the basis of Property Additions upon receipt by the Trustee of: 
 (i) the
documents with respect to the Securities of such series specified in Section 303; 
 (ii) an Expert’s Certificate
dated as of a date not more than ninety (90) days prior to the date of the Company Order referring to it, 
 (1)
describing the property designated by the Company, in its discretion, to be made the basis of the authentication and delivery of such Securities (such description of property to be made by reference, at the election of the Company, either to
specified items, units and/or elements of property or portions thereof, on a percentage or Dollar basis, or to properties reflected in specified accounts or subaccounts in the Company’s books of account or portions thereof, on a Dollar basis),
and stating the Cost of such property; 
 (2) stating that all such property constitutes Property Additions; 

(3) stating that such Property Additions are desirable for use in the conduct of the business, or one of the businesses, of
the Company; 
 (4) stating that such Property Additions, to the extent of the Cost or Fair Value to the Company thereof
(whichever is less) to be made the basis of the authentication and delivery of such Securities, do not constitute Funded Property; 

(5) stating, except as to Property Additions acquired, made or constructed wholly through the delivery of securities or other
property, that the amount of cash forming all or part of the Cost thereof was equal to or more than an amount to be stated therein; 

(6) briefly describing, with respect to any Property Additions acquired, made or constructed in whole or in part through the
delivery of securities or other property, the securities or other property so delivered and stating the date of such delivery; 

(7) stating what part, if any, of such Property Additions includes property which within six months prior to the date of
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thereof by the Company had been used or operated by others than the Company in a business similar to that in which it has been or is to be used or operated by the Company and stating whether or
not, in the judgment of the signers, the Fair Value of such Property Additions to the Company, as of the date of such certificate, is less than Twenty-five Thousand Dollars ($25,000) and whether or not such Fair Value is less than one percent
(1%) of the aggregate principal amount of Securities then Outstanding; 
 (8) stating, in the judgment of the signers,
the Fair Value to the Company, as of the date of such certificate, of such Property Additions, except any thereof with respect to the Fair Value to the Company of which a statement is to be made in an Independent Expert’s Certificate pursuant
to clause (iii) below; 
 (9) stating the amount required to be deducted under Section 103(b)(i) and the amounts
elected to be added under Section 103(b)(ii) in respect of Funded Property retired by the Company; 
 (10) if any
property included in such Property Additions is subject to a Lien of the character described (I) in clause (f) of the definition of Permitted Liens, stating that such Lien does not, in the judgment of the signers, materially impair the use
by the Company of the Mortgaged Property considered as a whole for the purposes for which it is held by the Company, or (II) in clause (i)(ii) of the definition of Permitted Liens, stating that such Lien does not, in the judgment of the signers,
materially impair the use by the Company of such property for the purposes for which it is held by the Company or (III) in clause (p)(ii) of the definition of Permitted Liens, stating that the enforcement of such Lien would not, in the judgment of
the signers, adversely affect the interests of the Company in such property in any material respect; 
 (11) stating the
lower of the Cost or the Fair Value to the Company of such Property Additions, after the deductions therefrom and additions thereto specified in such Expert’s Certificate pursuant to clause (10)(I) above; 

(12) stating the aggregate principal amount of the Securities to be authenticated and delivered on the basis of such Property
Additions (such amount not to exceed the amount stated pursuant to clause (11) above); 
 (iii) in case any Property
Additions are shown by the Expert’s Certificate provided for in clause (ii) above to include property which, within six months prior to the date of acquisition thereof by the Company, had been used or operated by others than the Company in
a business similar to that in which it has been or is to be used or operated by the Company and such certificate does not show the Fair Value thereof to the Company, as of the date of such certificate, to be less than Twenty-five Thousand Dollars
($25,000) or less than one percent (1%) of the aggregate principal amount of Securities then Outstanding, an Independent Expert’s Certificate stating, in the judgment of the signer, the Fair Value to the Company, as of the date of such
Independent Expert’s Certificate, of (X) such Property Additions which have been so used or operated and (at the option of 

  
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the Company) as to any other Property Additions included in the Expert’s Certificate provided for in clause (ii) above and (Y) in case such Independent Expert’s Certificate is
being delivered in connection with the authentication and delivery of Securities, any property so used or operated which has been subjected to the Lien of this Indenture since the commencement of the then current calendar year as the basis for the
authentication and delivery of Securities and as to which an Independent Expert’s Certificate has not previously been furnished to the Trustee; 

(iv) in case any Property Additions are shown by the Expert’s Certificate provided for in clause (ii) above to have
been acquired, made or constructed in whole or in part through the delivery of securities or other property, an Expert’s Certificate stating, in the judgment of the signers, the fair market value in cash of such securities or other property at
the time of delivery thereof in payment for or for the acquisition of such Property Additions; 
 (v) an Opinion of Counsel
to the effect that: 
 (1) this Indenture constitutes, or, upon the delivery of, and/or the filing and/or recording in the
proper places and manner of, the instruments of conveyance, assignment or transfer, if any, specified in said opinion, will constitute, a Lien on all the Property Additions to be made the basis of the authentication and delivery of such Securities,
subject to no Lien thereon prior to the Lien of this Indenture except Permitted Liens listed in clauses (c) through (s) and (u) of the definition of Permitted Liens; 

(2) such Property Additions are not subject to the Lien of any Class A Mortgage; and 

(3) the Company has corporate authority to operate such Property Additions; and (vi) copies of the instruments of
conveyance, assignment and transfer, if any, specified in the Opinion of Counsel provided for in clause (v) above. 
  

	SECTION 1604.	ISSUANCE OF SECURITIES ON THE BASIS OF RETIRED SECURITIES. 

 (a) Subject to the provisions of
subsection (c) of this Section, Securities of any one or more series may be authenticated and delivered on the basis of, and in an aggregate principal amount not exceeding the aggregate principal amount of, Retired Securities. 

(b) Securities of any series shall be authenticated and delivered by the Trustee on the basis of Retired Securities upon receipt by the
Trustee of: 
 (i) the documents with respect to the Securities of such series specified in Section 303; and 

(ii) an Officer’s Certificate stating that Retired Securities, specified by series, in an aggregate principal amount not
less than the aggregate principal amount of Securities to be authenticated and delivered, have theretofore been authenticated and delivered and, as of the date of such Officer’s Certificate, constitute Retired Securities and are the basis for
the authentication and delivery of such Securities. 
 (c) No Securities shall be authenticated or delivered hereunder on the basis of any
Retired Securities theretofore authenticated and delivered on the basis of Class A Bonds pursuant to Section 1602 until the Class A Mortgage under which such Class A Bonds were delivered has been discharged pursuant to the
provisions thereof. 

  
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	SECTION 1605.	ISSUANCE OF SECURITIES ON THE BASIS OF DEPOSIT OF CASH. 

 (a) Securities of any one or more
series may be authenticated and delivered on the basis of, and in an aggregate principal not exceeding the amount of, any cash deposited with the Trustee for such purpose. 

(b) Securities of any series shall be authenticated and delivered by the Trustee on the basis of the deposit of cash when the Trustee shall
have received, in addition to such deposit, the documents with respect to the Securities of such series specified in Section 303. 

(c) All cash deposited with the Trustee under the provisions of this Section, and all cash required by Section 1702(a) to be applied in
accordance with the provisions of this Section, shall be held by the Trustee as a part of the Mortgaged Property and may be withdrawn from time to time by the Company, upon application of the Company to the Trustee, in an amount equal to the
aggregate principal amount of Securities to the authentication and delivery of which the Company shall be entitled under any of the provisions of this Indenture by virtue of compliance with all applicable provisions of this Indenture (except as
hereinafter in this subsection (c) otherwise provided). 
 Upon any such application for withdrawal, the Company shall comply with all
applicable provisions of this Article relating to the authentication and delivery of Securities except that the Company shall not in any event be required to deliver the documents specified in Section 303; provided, however, that (i) such
withdrawal shall not be made on the basis of the delivery of Class A Bonds pursuant to Section 1602 unless an equal principal amount of Securities which were authenticated and delivered pursuant to this Section on the basis of the deposit
of the cash then to be withdrawn (or Securities authenticated and delivered, directly or indirectly, on the basis of the retirement of such Securities) remain Outstanding and (ii) if such withdrawal is to be made on such basis, the requirements
of Section 1602(b)(ii) with respect to such Class A Bonds shall be determined by reference to such Securities which remain Outstanding. 

Any withdrawal of cash under this subsection (c) shall operate as a waiver by the Company of its right to the authentication and delivery
of the Securities on which it is based and such Securities may not thereafter be authenticated and delivered hereunder. Any Property Additions which have been made the basis of any such right to the authentication and delivery of Securities so
waived shall be deemed to have been made the basis of the withdrawal of such cash; any Retired Securities which have been made the basis of any such right to the authentication and delivery of Securities so waived shall be deemed to have been made
the basis of the withdrawal of such cash; and any Class A Bonds which have been made the basis of any such right to the authentication and delivery of Securities so waived shall be deemed to have been made the basis of the authentication and
delivery of the Securities which initially had been authenticated and delivered pursuant to this Section on the basis of the deposit of the cash so withdrawn (or Securities initially authenticated and delivered, directly or indirectly, on the basis
of the retirement of such Securities) which remain Outstanding. 
 (d) If at any time the Company shall so direct, any sums deposited with
the Trustee under the provisions of this Section may be used or applied to the purchase, payment or redemption of Securities in the manner and subject to the conditions provided in clauses (d) and (e) of Section 1806. 

  
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 ARTICLE SEVENTEEN 

CLASS A BONDS; ADDITIONAL CLASS A MORTGAGES; DISCHARGE OF CLASS A MORTGAGE 

 

	SECTION 1701.	REGISTRATION AND OWNERSHIP OF CLASS A BONDS. 

 Class A Bonds delivered to the Trustee
pursuant to Section 1602 shall be registered in the name of the Trustee or its nominee and shall be owned and held by the Trustee, subject to the provisions of this Indenture, for the benefit of the Holders of all Securities from time to time
Outstanding, and the Company shall have no interest therein. The Trustee shall be entitled to exercise all rights of securityholders under each Class A Mortgage either in its discretion or as otherwise provided in this Article or in Article
Nine. 
 If, notwithstanding the intention of the parties expressed in this Section 1701, it shall be finally determined by an
appropriate court that the Company has any interest in the Class A Bonds held by the Trustee pursuant to this Indenture, the Company hereby, to the extent permitted by law, grants to the Trustee, for the benefit of the Holders of all Securities
from time to time Outstanding, a security interest in such interest of the Company in such Class A Bonds. 
  

	SECTION 1702.	PAYMENTS ON CLASS A BONDS. 

 (a) Any payment by the Company of principal of or premium or
interest on any Class A Bonds delivered to and held by the Trustee pursuant to Sections 1602 and 1701 shall be applied by the Trustee to the payment of any principal, premium or interest, as the case may be, in respect of the Securities which
is then due, and, to the extent of such application, the obligation of the Company hereunder to make such payment in respect of the Securities shall be deemed to have been satisfied and discharged. 

If, at the time of any such payment of principal of Class A Bonds delivered to and held by the Trustee pursuant to Sections 1602 and
1701, there shall be no principal then due in respect of the Securities, such payment in respect of such Class A Bonds shall be deemed to constitute Funded Cash and shall be held by the Trustee as part of the Mortgaged Property, to be
withdrawn, used or applied in the manner, to the extent and for the purposes, and subject to the conditions, provided in Section 1605(c); and thereafter the Securities authenticated and delivered on the basis of such Class A Bonds shall,
to the extent of such payment of principal, be deemed to have been authenticated and delivered on the basis of the deposit of cash. 
 If,
at the time of any such payment of premium or interest on Class A Bonds delivered to and held by the Trustee pursuant to Sections 1602 and 1701, there shall be no premium or interest, as the case may be, then due in respect of the Securities,
such payment in respect of such Class A Bonds shall be remitted to the Company upon receipt by the Trustee of a Company Order requesting the same, together with an Officer’s Certificate stating that no Event of Default has occurred and is
continuing; provided, however, that, if an Event of Default shall have occurred and be continuing, such proceeds shall be held as part of the Mortgaged Property until such Event of Default shall have been cured or waived. 

(b) Any payment by the Company hereunder of principal of or premium or interest on Securities which shall have been authenticated and
delivered upon the basis of the delivery to the Trustee of Class A Bonds (other than by the application of the proceeds of a payment in respect of such Class A Bonds) shall, to the extent thereof, be deemed, for all purposes of this
Indenture, to satisfy and discharge the obligation of the Company, if any, to make a payment of principal, premium or interest, as the case may be, in respect of such Class A Bonds which is then due. 

  
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 (c) The Trustee hereby waives notice of any redemption of Class A Bonds delivered to it
pursuant to Section 1602. 
  

	SECTION 1703.	SURRENDER OF CLASS A BONDS. 

 At the time any Securities which shall have been
authenticated and delivered on the basis of the delivery to the Trustee of Class A Bonds cease to be Outstanding (other than as a result of the application of the proceeds of the payment or redemption of such Class A Bonds), the Trustee
shall surrender to, or upon the order of, the Company an equal principal amount of such Class A Bonds. In the event that the principal of, and interest and premium, if any, on any Class A Bond, or portion thereof, has been paid, the
Trustee shall promptly surrender such Class A Bond, or such portion, to or to the order of the Company for cancellation. 
  

	SECTION 1704.	NO TRANSFER OF CLASS A BONDS. 

 Anything in this Indenture to the contrary notwithstanding,
the Trustee shall not sell, assign or otherwise transfer any Class A Bonds delivered to and held by it pursuant to Sections 1602 and 1701 except to a successor trustee under this Indenture and except as provided in Section 1703. The
Company may take such actions as it shall deem necessary, desirable or appropriate to effect compliance with such restrictions on transfer, including the placing of a legend on each such Class A Bond and the issuance of stop-transfer
instructions to the trustee under the related Class A Mortgage or any other transfer agent thereunder. 
  

	SECTION 1705.	VOTING OF CLASS A BONDS. 

 The Trustee shall, as the owner and holder of Class A Bonds
delivered to and held by it pursuant to this Indenture, attend such meeting or meetings of bondholders under each Class A Mortgage or, at its option, deliver its proxy in connection therewith, as relate to matters with respect to which it, as
such holder, is entitled to vote or consent. So long as no Event of Default hereunder shall have occurred and be continuing, either at any such meeting or meetings, or otherwise when the consent of the holders of the Class A Bonds Outstanding
under any Class A Mortgage is sought without a meeting, the Trustee shall vote as holder of Class A Bonds Outstanding under such Class A Mortgage, or shall consent with respect thereto, as follows: 

(a) the Trustee shall vote all such Class A Bonds, or shall consent with respect thereto, (i) in favor of any or all
amendments or modifications of such Class A Mortgage of substantially the same tenor and effect as any or all of those set forth in Exhibit B to this Indenture and/or (ii) in favor of any amendment or modification of such Class A
Mortgage (A) to conform any provision thereof in all material respects to the correlative provision of this Indenture, (B) to add thereto any provision not otherwise contained therein which conforms in all material respects to a provision
contained in this Indenture and/or (C) to delete therefrom any provision thereof to which this Indenture contains no correlative provision and/or (iii) any combination of amendments and/or modifications described in clauses (i) and
(ii) above; and/or 
 (b) with respect to any other amendments or modifications of such Class A Mortgage, the
Trustee shall vote all such Class A Bonds, or shall consent with respect thereto, proportionately with the vote or consent of the holders of all other Class A Bonds Outstanding under such Class A Mortgage the holders of which are
eligible to vote or consent, as indicated in a Class A Bondholder’s Certificate delivered to the Trustee; provided, however, that the Trustee shall not so vote in favor of, or so consent to, any amendment or modification of a Class A
Mortgage which, if it were an amendment or modification of this Indenture, would require the consent of any Holders of Securities obtained in the manner prescribed in Section 1302, without the prior consent of those Holders of Securities which
would be required under said Section 1302 for such an amendment or modification of this Indenture; 

  
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 provided, however, that as a condition to the Trustee voting or giving consent under Sections 1705(a) and/or (b),
the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel stating that in the opinion of such signers said voting or consent is authorized or permitted by said subsections. 

For purposes of this Section, “CLASS A BONDHOLDER’S CERTIFICATE” means a certificate signed by the temporary chairman, the
temporary secretary, the permanent chairman, the permanent secretary, or an inspector of votes at any meeting or meetings of bondholders under a Class A Mortgage, or by the trustee under such Class A Mortgage in the case of consents of
such bondholders which are sought without a meeting, which states what the signer thereof reasonably believes will be the proportionate votes or consents of the holders of all Class A Bonds (other than the Class A Bonds delivered to and
held by the Trustee pursuant to Sections 1602 and 1701) outstanding under such Class A Mortgage and counted for the purposes of determining whether such bondholders have approved or consented to the matter put before them. 

 

	SECTION 1706.	DESIGNATION OF ADDITIONAL CLASS A MORTGAGES. 

 (a) In the event that, after the Execution
Date, a corporation which was the mortgagor under a mortgage, deed of trust or similar indenture shall have merged into or consolidated with the Company, or shall have conveyed or otherwise transferred property to the Company subject to the Lien of
such a mortgage, deed of trust or similar indenture and the Company shall have duly assumed and agreed to perform and pay all the obligations of the mortgagor thereunder, such mortgage, deed of trust or similar indenture may be designated by the
Company an additional Class A Mortgage upon delivery to the Trustee of the following: 
 (i) a Company Order authorizing
the designation of such mortgage, deed of trust or similar indenture as an additional Class A Mortgage; 
 (ii) an
Officer’s Certificate (A) stating that no event of default has occurred and is continuing which entitles the trustee under such mortgage, deed of trust or similar indenture to accelerate the maturity of the obligations outstanding
thereunder, (B) reciting the aggregate principal amount of obligations theretofore issued under such mortgage, deed of trust or similar indenture and the aggregate principal amount of obligations then outstanding thereunder and (C) either
(1) stating that the terms of such mortgage, deed of trust or similar indenture, as then in effect, do not permit the issuance of obligations thereunder upon the basis of property additions in a principal amount exceeding the balance of the
cost or fair value of such property additions to the issuer thereof (whichever shall be less) after making deductions and additions similar to those provided for in Section 103, or (2) in the event that the statements contained in clause
(1) above cannot be made, stating that the Company has irrevocably waived its right to the authentication and delivery of further obligations under such mortgage, deed of trust or similar indenture (I) on any basis, in a principal amount
equal to the excess of (x) the aggregate principal amount of obligations then outstanding under such mortgage, deed of trust or similar indenture which were issued on the basis of property additions or on the basis of the retirement of
obligations which were issued (whether directly or indirectly when considered in light of the successive issuance and retirement of obligations) on the basis of property additions over (y) an amount equal to the aggregate Dollar amount of
property additions certified as the basis for the issuance of such obligations then outstanding and (II) on the basis of property 

  
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additions, in a principal amount exceeding the balance of the Cost or Fair Value to the Company thereof (whichever shall be less) after making deductions and additions similar to those provided
for in Section 103; and 
 (iii) an Opinion or Opinions of Counsel to the effect that (A) the corporation that was
the mortgagor under such mortgage, deed of trust or similar indenture has been duly and lawfully merged into or consolidated with the Company or has duly and lawfully conveyed or otherwise transferred property to the Company; (B) if required by
applicable law, such mortgage, deed of trust or similar indenture is qualified under the Trust Indenture Act; (C) the Company has duly assumed and agreed to perform and pay the obligations of the mortgagor under such mortgage, deed of trust or
similar indenture; (D) such mortgage, deed of trust or similar indenture constitutes a Lien upon the property described therein subject to no Lien prior thereto except Liens generally of the character of Permitted Liens (other than the Lien of
another Class A Mortgage); (E) this Indenture constitutes, or, upon the delivery of, and/or the filing and/or the recording in the proper places and manner of, the instruments of conveyance, assignment or transfer, if any, specified in
such opinion, will constitute, a Lien on the property described in such mortgage, deed of trust or similar indenture which is generally of the character described, and is located in the States specified, in the Granting Clauses of this Indenture and
which was acquired by the Company from such corporation by virtue of such merger, consolidation, conveyance or other transfer, subject to no Lien thereon prior to the Lien of this Indenture except the Lien of such mortgage, deed of trust or similar
indenture and Permitted Liens; (F) the terms of such mortgage, deed of trust or similar indenture, as then in effect, do not permit the further issuance of obligations thereunder except on the basis of property additions generally of the
character of Property Additions, the retirement or deposit of outstanding obligations, the deposit of prior Lien obligations or the deposit of cash; (G) either (1) the terms of such mortgage, deed of trust or similar indenture, as then in
effect, do not permit the further issuance of obligations thereunder upon the basis of property additions in a principal amount exceeding the balance of the Cost or the Fair Value to the Company thereof (whichever shall be less) after making
deductions and additions similar to those provided for in Section 103, or, if such is not the case, (2) that the waivers contemplated by clause (ii)(C)(2) above have been duly made; (H) in the case of a conveyance or other transfer to
the Company of property subject to the Lien of such mortgage, deed of trust or similar indenture, no Person (other than the Company) has the right to issue or redeem obligations secured by, or to obtain the release of property from the Lien of, such
mortgage, deed of trust or similar indenture; and (I) the indenture supplemental hereto referred to in clause (i) of subsection (b) of this Section complies with the requirements of said clause (i), and the indenture supplemental to
such mortgage, deed of trust or similar indenture referred to in clause (ii) of subsection (b) of this Section complies with the requirements of said clause (ii). 

(b) At such time as there shall have been executed and delivered and properly recorded and filed: 

(i) an indenture supplemental hereto (A) in which such mortgage, deed of trust or similar indenture has been designated as
an additional Class A Mortgage and (B) by which the Company has specifically imposed the Lien of this Indenture upon properties of the character described, and located in the States specified, in the Granting Clauses of this Indenture
which shall have been acquired by the Company from such corporation by virtue of the merger, consolidation, conveyance or other transfer (and later improvements, extensions and additions thereto and renewals and replacements thereof) as contemplated
by Section 1205(b) and 

  
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 (ii) an indenture supplemental to such mortgage, deed of trust or similar
indenture by which such mortgage, deed of trust or similar indenture has been amended to provide that, so long as the Trustee shall hold any obligations outstanding thereunder which were delivered to the Trustee as the basis for the authentication
and delivery of Securities which remain Outstanding hereunder, an Event of Default hereunder shall constitute a matured event of default thereunder; provided, however, that the waiver or cure of such Event of Default hereunder and the rescission and
annulment of the consequences thereof shall constitute a cure of the corresponding event of default under such mortgage, deed of trust or similar indenture and a rescission and annulment of the consequences thereof, 

then such mortgage, deed of trust or similar indenture and all obligations issued and outstanding thereunder shall for all purposes hereof be treated as a
Class A Mortgage and as Class A Bonds, respectively, to the full and same extent as if pecifically identified in Article One. 
  

	SECTION 1707.	DISCHARGE OF CLASS A MORTGAGE. 

 The Trustee shall surrender for cancellation to the
trustee under any Class A Mortgage all Class A Bonds delivered to and then held by it pursuant to Sections 1602 and 1701 which were delivered under such Class A Mortgage upon receipt by the Trustee of: 

(a) a Company Order requesting such surrender for cancellation of such Class A Bonds; 

(b) an Officer’s Certificate stating that no Event of Default has occurred and is continuing, and that no Class A Bonds are
Outstanding under such Class A Mortgage other than Class A Bonds delivered to and held by the Trustee pursuant to Sections 1602 and 1701 and that promptly upon such surrender such Class A Mortgage will be satisfied and discharged
pursuant to the terms thereof; 
 (c) an Expert’s Certificate 

(i) describing the property constituting Property Additions designated by the Company, in its discretion, to be deemed, on and
after the date of such surrender for cancellation and for all purposes of this Indenture, to be Funded Property, such Property Additions to have, in the aggregate, a Cost (or as to Property Additions of which the Fair Value to the Company specified
pursuant to subclause (viii) or clause (d) below is less than the Cost thereof, then such Fair Value in lieu of Cost) not less than ten-sevenths (10/7) of the aggregate principal amount of Securities which shall have been
authenticated and delivered under Section 1602 on the basis of Class A Bonds authenticated and delivered under such Class A Mortgage and which, at such date, either remain Outstanding or constitute Retired Securities (such description
of property to be made by reference, at the election of the Company, either to specified items, units and/or elements of property or portions thereof, on a percentage or Dollar basis, or to properties or portions thereof reflected in specified
accounts or subaccounts in the Company’s books of account, on a Dollar basis), and stating the Cost of such property; 

(ii) stating that all such property constitutes Property Additions; 

(iii) stating that such Property Additions are desirable for use in the conduct of the business, or one of the businesses, of
the Company; 
 (iv) stating that such Property Additions, to the extent of the Cost (or as to Property Additions of which
the Fair Value to the Company specified pursuant to subclause (viii) (a) or clause (d) below is less than the Cost thereof, then such Fair Value in lieu of Cost) thereof to be deemed to be Funded Property pursuant to this Section, do
not constitute Funded Property; 

  
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 (v) stating, except as to Property Additions acquired, made or constructed wholly
through the delivery of securities or other property, that the amount of cash forming all or part of the Cost thereof was equal to or more than an amount to be stated therein; 

(vi) briefly describing, with respect to any Property Additions acquired, made or constructed in whole or in part through the
delivery of securities or other property, the securities or other property so delivered and stating the date of such delivery; 

(vii) stating what part, if any, of such Property Additions included property which within six (6) months prior to the
date of acquisition thereof by the Company had been used or operated by others than the Company in a business similar to that in which it has been or is to be used or operated by the Company and stating whether or not, in the judgment of the
signers, the Fair Value to the Company thereof, as of the date of such certificate, is less than Twenty-five Thousand Dollars ($25,000) and whether or not the Fair Value to the Company thereof, as of such date, is less than one percent (1%) of
the aggregate principal amount of Securities then Outstanding; 
 (viii) stating, in the judgment of the signers, the Fair
Value to the Company, as of the date of such certificate, of such Property Additions, except any thereof with respect to which a statement of the Fair Value to the Company is to be made in an Independent Expert’s Certificate pursuant to clause
(d) below; provided, however, that if any such Property Additions shall have theretofore been certified to the trustee under such Class A Mortgage in connection with the authentication and delivery of Class A Bonds thereunder, the
release of property, the withdrawal of cash or the satisfaction of the requirements of any sinking, improvement, maintenance, replacement or similar fund or analogous provision, then there may be stated, in lieu of the Fair Value to the Company of
such Property Additions as of the date of such certificate, the Fair Value to the Company thereof as so certified to the trustee under such Class A Mortgage; it being understood that the Company may make allocations on a pro-rata or other
reasonable basis for purposes of determining whether or not, and/or the extent to which, any such Property Additions shall have theretofore been so certified to the trustee under a Class A Mortgage; and 

(ix) if any property included in such Property Additions is subject to a Lien of the character described (I) in clause
(f) of the definition of Permitted Liens, stating that such Lien does not, in the judgment of the signers, materially impair the use by the Company of the Mortgaged Property considered as a whole, or (II) in clause (i)(ii) of the definition of
Permitted Liens, stating that such Lien does not, in the judgment of the signers, materially impair the use by the Company of such property for the purposes for which it is held by the Company or (III) in clause (p)(ii) of the definition of
Permitted Liens, stating that the enforcement of such Lien would not, in the judgment of the signers, adversely affect the interests of the Company in such property in any material respect; 

(x) stating the lower of the Cost or the Fair Value to the Company of such Property Additions, as required to be stated in such
Expert’s Certificate pursuant to clauses (i) and (viii) above, respectively; and 

  
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 (xi) stating the aggregate principal amount of the Securities referred to in
clause (i) above (such amount not to exceed the amount stated pursuant to clause (x) above); 
 (d) in case any Property Additions are
shown by the Expert’s Certificate provided for in clause (c) above to include property which, within six months prior to the date of acquisition thereof by the Company, had been used or operated by others than the Company in a business
similar to that in which it has been or is to be used or operated by the Company and such certificate does not show the Fair Value to the Company thereof, as of the date of such certificate, to be less than Twenty-five Thousand Dollars ($25,000) or
less than one percent (1%) of the aggregate principal amount of Securities then Outstanding, an Independent Expert’s Certificate stating, in the judgment of the signer, the Fair Value to the Company, as of the date of such Independent
Expert’s Certificate, of (x) such Property Additions which have been so used or operated and (at the option of the Company) as to any other Property Additions included in the Expert’s Certificate provided for in clause (c) above
and (y) any property so used or operated which has been subjected to the Lien of this Indenture since the commencement of the then current calendar year as the basis for the authentication and delivery of Securities and as to which an
Independent Expert’s Certificate has not previously been furnished to the Trustee; 
 (e) in case any Property Additions are shown by
the Expert’s Certificate provided for in clause (c) above to have been acquired, made or constructed in whole or in part through the delivery of securities or other property, an Expert’s Certificate stating, in the judgment of the
signers, the fair market value in cash of such securities or other property at the time of delivery thereof in payment for or for the acquisition of such Property Additions; 

(f) an Opinion of Counsel to the effect that: 

(i) this Indenture constitutes, or, upon (x) the satisfaction and discharge of such Class A Mortgage and/or
(y) the delivery of, and/or the filing and/or recording in the proper places and manner of, the instruments of conveyance, assignment or transfer, if any, specified in said opinion, will constitute, a Lien on all the Property Additions to be
deemed to be Funded Property in accordance with this Section, subject to no Lien thereon prior to the Lien of this Indenture except Permitted Liens; and 

(ii) the Company has corporate authority to operate such Property Additions; 

(g) an Opinion of Counsel to the effect that upon satisfaction and discharge of such Class A Mortgage the Lien of this Indenture on the
property formerly subject to the Lien of such Class A Mortgage, to the extent the same is part of the Mortgaged Property, will be subject to no Lien prior to the Lien of this Indenture, except Permitted Liens; and 

(h) copies of the instruments of conveyance, assignment and transfer, if any, specified in the Opinion of Counsel provided for in clause
(f) above. 
 ARTICLE EIGHTEEN 

POSSESSION, USE AND RELEASE OF MORTGAGED PROPERTY 
  

	SECTION 1801.	QUIET ENJOYMENT. 

 Unless one or more Events of Default shall have occurred and be continuing,
the Company shall be permitted to possess, use and enjoy the Mortgaged Property (except, to the extent not herein otherwise provided, such cash and securities as are expressly required to be deposited with the Trustee). 

  
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	SECTION 1802.	DISPOSITIONS WITHOUT RELEASE. 

 Unless an Event of Default shall have occurred and be
continuing, the Company may at any time and from time to time, without any release or consent by, or report to, the Trustee: 
 (a) sell or
otherwise dispose of, free from the Lien of this Indenture, any machinery, equipment, apparatus, towers, transformers, poles, lines, cables, conduits, ducts, conductors, meters, regulators, holders, tanks, retorts, purifiers, odorizers, scrubbers,
compressors, valves, pumps, mains, pipes, service pipes, fittings, connections, services, tools, implements, or any other fixtures or personalty, then subject to the Lien hereof, which shall have become old, inadequate, obsolete, worn out, unfit,
unadapted, unserviceable, undesirable or unnecessary for use in the operations of the Company upon replacing the same by, or substituting for the same, similar or analogous property, or other property performing a similar or analogous function or
otherwise obviating the need therefor, having a Fair Value to the Company at least equal to that of the property sold or otherwise disposed of and subject to the Lien hereof, subject to no Liens prior hereto except Permitted Liens and any other
Liens to which the property sold or otherwise disposed of was subject; 
 (b) cancel or make changes or alterations in or substitutions for
any and all easements, servitudes, rights-of-way and similar rights and/or interests; and 
 (c) grant, free from the Lien of this
Indenture, easements, ground leases or rights-of-way in, upon, over and/or across the property or rights-of-way of the Company for the purpose of roads, pipe lines, transmission lines, distribution lines, communication lines, railways, removal or
transportation of coal, lignite, gas, oil or other minerals or timber, and other like purposes, or for the joint or common use of real property, rights-of-way, facilities and/or equipment; provided, however, that such grant shall not materially
impair the use of the property or rights-of-way for the purposes for which such property or rights-of-way are held by the Company. 
  

	SECTION 1803.	RELEASE OF MORTGAGED PROPERTY. 

 Unless an Event of Default shall have occurred and be
continuing, the Company may obtain the release of any part of the Mortgaged Property, or any interest therein, other than Funded Cash held by the Trustee, and the Trustee shall release all its right, title and interest in and to the same from the
Lien hereof, upon receipt by the Trustee of: 
 (a) a Company Order requesting the release of such property and transmitting therewith a form
of instrument or instruments to effect such release; 
 (b) an Officer’s Certificate stating that, to the knowledge of the signer, no
Event of Default has occurred and is continuing; 
 (c) an Expert’s Certificate made and dated not more than ninety (90) days
prior to the date of such Company Order: 
 (i) describing the property to be released; 

(ii) stating the Fair Value, in the judgment of the signers, of the property to be released; 

(iii) stating the Cost of the property to be released (or, if the Fair Value to the Company of such property at the time the
same became Funded Property was certified to be an amount less than the Cost thereof, then such Fair Value, as so certified, in lieu of Cost); and 

  
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 (iv) stating that, in the judgment of the signers, such release will not impair
the security under this Indenture in contravention of the provisions hereof; 
 (d) an amount in cash to be held by the Trustee as part of
the Mortgaged Property, equal to the amount, if any, by which the amount referred to in clause (c)(iii) above exceeds the aggregate of the following items: 

(i) an amount equal to the aggregate principal amount of any obligations secured by Purchase Money Lien delivered to the
Trustee, to be held as part of the Mortgaged Property, subject to the limitations hereafter in this Section set forth; 

(ii) an amount equal to the Cost or Fair Value to the Company (whichever is less), after making any deductions and any
additions pursuant to Section 103, of any Property Additions not constituting Funded Property described in an Expert’s Certificate, dated not more than ninety (90) days prior to the date of the Company Order requesting such release
and complying with clause (ii) and, to the extent applicable, clause (iii) in Section 1603(b), delivered to the Trustee; provided, however, that the deductions and additions contemplated by Section 103 shall not be required to be
made if such Property Additions were acquired, made or constructed on or after the ninetieth (90th) day preceding the date of such Company Order; 

(iii) the aggregate principal amount of Securities to the authentication and delivery of which the Company shall be entitled
under the provisions of Section 1604, by virtue of compliance with all applicable provisions of Section 1604 (except as hereinafter in this Section otherwise provided); provided, however, that such release shall operate as a waiver by the
Company of the right to the authentication and delivery of such Securities and, to such extent, no such Securities may thereafter be authenticated and delivered hereunder; and any Securities which were the basis of such right to the authentication
and delivery of Securities so waived shall be deemed to have been made the basis of such release of property; 
 (iv) any
amount in cash and/or an amount equal to the aggregate principal amount of any obligations secured by Purchase Money Lien that, in either case, is evidenced to the Trustee by a certificate of the trustee or other holder of a Lien prior to the Lien
of this Indenture to have been received by such trustee or other holder in accordance with the provisions of such Lien in consideration for the release of such property or any part thereof from such Lien, all subject to the limitations hereafter in
this Section set forth; 
 (v) the aggregate principal amount of any Outstanding Securities delivered to the Trustee; and

 (vi) any taxes and expenses incidental to any sale, exchange, dedication or other disposition of the property to be
released; 
 provided, however, that no obligations secured by Purchase Money Lien upon any property being released from the Lien hereof shall be used as a
credit in connection with such release unless all obligations secured by such Purchase Money Lien shall be delivered to the Trustee or to the trustee or other holder of a Lien prior to the Lien of this Indenture; 

(e) if the release is on the basis of Property Additions or on the basis of the right to the authentication and delivery of Securities under
Section 1604, all documents contemplated below in this Section; and 

  
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 (f) if the release is on the basis of the delivery to the Trustee or to the trustee or other
holder of a prior Lien of obligations secured by Purchase Money Lien, all documents contemplated below in this Section, to the extent required. 

If and to the extent that the release of property is, in whole or in part, based upon Property Additions (as permitted under the provisions of
clause (d) (ii) in the first paragraph of this Section), the Company shall, subject to the provisions of said clause (d)(ii) and except as hereafter in this paragraph provided, comply with all applicable provisions of this Indenture as if
such Property Additions were to be made the basis of the authentication and delivery of Securities equal in principal amount to the Cost (or, as to property of which the Fair Value to the Company at the time the same became Funded Property was
certified to be an amount less than the Cost thereof, such Fair Value, as so certified, in lieu of Cost) of that portion of the property to be released which is to be released on the basis of such Property Additions, as shown by the Expert’s
Certificate required by clause (c) in the first paragraph of this Section; provided, however, that the Cost of any Property Additions received or to be received by the Company in whole or in part as consideration in exchange for the property to
be released shall for all purposes of this Indenture be deemed to be the amount stated in the Expert’s Certificate provided for in clause (c) in the first paragraph of this Section to be the Fair Value of the property to be released
(x) plus the amount of any cash and the fair market value of any other consideration, further to be stated in such Expert’s Certificate, paid and/or delivered or to be paid and/or delivered by, and the amount of any obligations assumed or
to be assumed by, the Company in connection with such exchange as additional consideration for such Property Additions and/or (y) less the amount of any cash and the fair market value of any other consideration, which shall also be stated in
such Expert’s Certificate, received or to be received by the Company in connection with such exchange in addition to such Property Additions. If and to the extent that the release of property is in whole or in part based upon the right to the
authentication and delivery of Securities under Section 1604 (as permitted under the provisions of clause (d) (iii) in the first paragraph of this Section), the Company shall, except as hereafter in this paragraph provided, comply
with all applicable provisions of Section 1604 relating to such authentication and delivery. Notwithstanding the foregoing provisions of this paragraph, in no event shall the Company be required to deliver the documents specified in
Section 303. 
 If the release of property is, in whole or in part, based upon the delivery to the Trustee or the trustee or other
holder of a Lien prior to the Lien of this Indenture of obligations secured by Purchase Money Lien, the Company shall deliver to the Trustee: 

(x) an Officer’s Certificate (i) stating that no event has occurred and is continuing which entitles the holder of such Purchase
Money Lien to accelerate the maturity of the obligations, if any, outstanding thereunder and (ii) reciting the aggregate principal amount of obligations, if any, then outstanding thereunder in addition to the obligations then being delivered in
connection with the release of such property and the terms and conditions, if any, on which additional obligations secured by such Purchase Money Lien are permitted to be issued; and 

(y) an Opinion of Counsel stating that, in the opinion of the signer, (i) such obligations are valid obligations, entitled to the benefit
of such Purchase Money Lien equally and ratably with all other obligations, if any, then outstanding thereunder, (ii) that such Purchase Money Lien constitutes, or, upon the delivery of, and/or the filing and/or recording in the proper places
and manner of, the instruments of conveyance, assignment or transfer, if any, specified in such opinion, will constitute, a Lien upon the property to be released, subject to no Lien prior thereto except Liens generally of the character of Permitted
Liens and such Liens, if any, as shall have existed thereon immediately prior to such release as Liens prior to the Lien of this Indenture, (iii) if any obligations in addition to the obligations being delivered in connection with such release
of property are then outstanding, or are permitted to be issued, under such Purchase Money Lien, (A) that such Purchase Money Lien constitutes, or, upon the delivery of, and/or the filing and/or recording in the proper


  
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places and manner of, the instruments of conveyance, assignment or transfer, if any, specified in such opinion, will constitute, a Lien upon all other property, if any, purporting to be subject
thereto, subject to no Lien prior thereto except Liens generally of the character of Permitted Liens and (B) that the terms of such Purchase Money Lien, as then in effect, do not permit the issuance of obligations thereunder except on the basis
of property generally of the character of Property Additions, the retirement or deposit of outstanding obligations, the deposit of prior Lien obligations or the deposit of cash. 

If the Opinion of Counsel provided to the Trustee pursuant to clause (y) above is conditioned upon the filing and/or recording of any
instruments of conveyance, assignment or transfer, the Company shall promptly cause such instruments to be filed and/or recorded in the proper places and manner and shall deliver to the Trustee evidence of such filing and/or recording promptly upon
receipt of such evidence by the Company. 
 If (a) any property to be released from the Lien of this Indenture under any provision of
this Article (other than Section 1807) is subject to a Lien prior to the Lien hereof and is to be sold, exchanged, dedicated or otherwise disposed of subject to such prior Lien and (b) after such release, such prior Lien will not be a Lien
on any property subject to the Lien hereof, then the Fair Value of such property to be released shall be deemed, for all purposes of this Indenture, to be the value thereof unencumbered by such prior Lien less the principal amount of the
indebtedness secured by such prior Lien. 
 Any Outstanding Securities delivered to the Trustee pursuant to clause (d) in the first
paragraph of this Section shall, upon receipt of a Company Order, forthwith be canceled by the Trustee. Any cash and/or obligations deposited with the Trustee pursuant to the provisions of this Section 1803, and the proceeds of any such
obligations, shall be held as part of the Mortgaged Property and shall be withdrawn, released, used or applied in the manner, to the extent and for the purposes, and subject to the conditions, provided in Section 1806. 

Anything in this Indenture to the contrary notwithstanding, if property to be released constitutes Funded Property in part only, the Company
shall obtain the release of the part of such property which constitutes Funded Property under this Section 1803 and obtain the release of the part of such property which does not constitute Funded Property under Section 1804. In such
event, (a) the application of Property Additions in the release under this Section 1803 as contemplated in clause (d)(ii) in the first paragraph thereof shall be taken into account in clause (v) or clause (vi), whichever may be
applicable, of the Expert’s Certificate described in clause (c) in Section 1804 and (b) the Trustee shall, at the election of the Company, execute and deliver a separate instrument of release with respect to the property released
under each of such Sections or a consolidated instrument of release with respect to the property released under both of such Sections considered as a whole. 
  

	SECTION 1804.	RELEASE OF PROPERTY NOT CONSTITUTING FUNDED PROPERTY. 

 Unless an Event of Default shall have
occurred and be continuing, the Company may obtain the release of any part of the Mortgaged Property, or any interest therein, which does not constitute Funded Property, and the Trustee shall release all its right, title and interest in and to the
same from the Lien hereof, upon receipt by the Trustee of: 
 (a) a Company Order requesting the release of such property and transmitting
therewith a form of instrument or instruments to effect such release; 
 (b) an Officer’s Certificate describing the property to be
released and stating that, to the knowledge of the signer, no Event of Default has occurred and is continuing; 

  
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 (c) an Expert’s Certificate, made and dated not more than ninety (90) days prior to the
date of such Company Order: 
 (i) describing the property to be released; 

(ii) stating the Fair Value, in the judgment of the signers, of the property to be released; 

(iii) stating the Cost of the property to be released; 

(iv) stating that the property to be released does not constitute Funded Property; 

(v) if true, stating either (A) that the aggregate amount of the Cost or Fair Value to the Company (whichever is less) of
all Property Additions which do not constitute Funded Property (excluding the property to be released), after making deductions therefrom and additions thereto of the character contemplated by Section 103, is not less than zero (0) or
(B) that the Cost or Fair Value (whichever is less) of the property to be released does not exceed the aggregate Cost or Fair Value to the Company (whichever is less) of Property Additions acquired, made or constructed on or after the ninetieth
(90th) day prior to the date of the Company Order requesting such release; 
 (vi) if neither of the statements
contemplated in subclause (v) above can be made, stating the amount by which zero (0) exceeds the amount referred to in subclause (v)(A) above (showing in reasonable detail the calculation thereof); and 

(vii) stating that, in the judgment of the signers, such release will not impair the security under this Indenture in
contravention of the provisions hereof; and 
 (d) if the Expert’s Certificate required by clause (c) above contains neither of
the statements contemplated in subclause (c)(v) above, an amount in cash, to be held by the Trustee as part of the Mortgaged Property, equal to the amount, if any, by which the lower of (i) the Cost or Fair Value (whichever shall be less) of
the property to be released and (ii) the amount shown in subclause (c)(vi) above exceeds the aggregate of items of the character described in subclauses (iii) and (v) of clause (d) in the first paragraph of Section 1803 that
the Company then elects to use as a credit under this Section 1804 (subject, however, to the same limitations and conditions with respect to such items as are set forth in Section 1803). 

Any Outstanding Securities delivered to the Trustee pursuant to clause (d) above shall forthwith be canceled by the Trustee. 

 

	SECTION 1805.	RELEASE OF MINOR PROPERTIES. 

 Notwithstanding the provisions of Sections 1803 and 1804, unless
an Event of Default shall have occurred and be continuing, the Company may obtain the release from the Lien hereof of any part of the Mortgaged Property, or any interest therein, and the Trustee shall whenever from time to time requested by the
Company in a Company Order transmitting therewith a form of instrument or instruments to effect such release, and without requiring compliance with any of the provisions of Section 1803 or 1804, release from the Lien hereof all the right, title
and interest of the Trustee in and to the same provided that the aggregate Fair Value of the property to be so released on any date in a given calendar year, together with all other property theretofore released pursuant to this Section 1805 in
such calendar year, shall not exceed the greater of (a) Ten Million Dollars ($10,000,000) and (b) three percent (3%) of the sum of (i) the aggregate principal amount of Securities then Outstanding and (ii) the aggregate
principal amount of Class A Bonds then Outstanding other than Class A Bonds delivered to and then 

  
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held by the Trustee pursuant to Sections 1602 and 1701. Prior to the granting of any such release, there shall be delivered to the Trustee (x) an Officer’s Certificate stating that, to
the knowledge of the signer, no Event of Default has occurred and is continuing and (y) an Expert’s Certificate stating, in the judgment of the signers, the Fair Value of the property to be released, the aggregate Fair Value of all other
property theretofore released pursuant to this Section in such calendar year and, as to Funded Property, the Cost thereof (or, if the Fair Value to the Company of such property at the time the same became Funded Property was certified to be an
amount less than the Cost thereof, then such Fair Value, as so certified, in lieu of Cost), and that, in the judgment of the signers, the release thereof will not impair the security under this Indenture in contravention of the provisions hereof. On
or before December 31st of each calendar year, the Company shall deposit with the Trustee an amount in cash equal to the aggregate Cost of the properties constituting Funded Property so released during such year (or, if the Fair Value to the
Company of any particular property at the time the same became Funded Property was certified to be an amount less than the Cost thereof, then such Fair Value, as so certified, in lieu of Cost); provided, however, that no such deposit shall be
required to be made hereunder to the extent that cash or other consideration shall, as indicated in an Officer’s Certificate delivered to the Trustee, have been deposited with the trustee or other holder of a Class A Mortgage or other Lien
prior to the Lien of this Indenture in accordance with the provisions thereof; and provided, further, that the amount of cash so required to be deposited may be reduced, at the election of the Company, by the items specified in clause (d) in
the first paragraph of Section 1803, subject to all of the limitations and conditions specified in such Section, to the same extent as if such property were being released pursuant to Section 1803. Any cash deposited with the Trustee under
this Section may thereafter be withdrawn, used or applied in the manner, to the extent and for the purposes, and subject to the conditions, provided in Section 1806. 
  

	SECTION 1806.	WITHDRAWAL OR OTHER APPLICATION OF FUNDED CASH; PURCHASE MONEY OBLIGATIONS. 

 Subject to the
provisions of Section 1605 and Section 1702(a) and except as hereafter in this Section provided, unless an Event of Default shall have occurred and be continuing, any Funded Cash held by the Trustee, and any other cash which is required to
be withdrawn, used or applied as provided in this Section, 
 (a) may be withdrawn from time to time by the Company to the extent of an
amount equal to the Cost or the Fair Value to the Company (whichever is less) of Property Additions not constituting Funded Property, after making any deductions and additions pursuant to Section 103, described in an Expert’s Certificate,
dated not more than ninety (90) days prior to the date of the Company Order requesting such withdrawal and complying with clause (ii) and, to the extent applicable, clause (iii) in Section 1603(b), delivered to the Trustee;
provided, however, that the deductions and additions contemplated by Section 103 shall not be required to be made if such Property Additions were acquired, made or constructed on or after the ninetieth (90th) day preceding the date of such
Company Order; 
 (b) may be withdrawn from time to time by the Company in an amount equal to the aggregate principal amount of Securities
to the authentication and delivery of which the Company shall be entitled under the provisions of Section 1604 hereof, by virtue of compliance with all applicable provisions of Section 1604 (except as hereinafter in this Section otherwise
provided); provided, however, that such withdrawal of cash shall operate as a waiver by the Company of the right to the authentication and delivery of such Securities and, to such extent, no such Securities may thereafter be authenticated and
delivered hereunder; and any such Securities which were the basis of such right to the authentication and delivery of Securities so waived shall be deemed to have been made the basis of such withdrawal of cash; 

  
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 (c) may be withdrawn from time to time by the Company in an amount equal to the aggregate
principal amount of any Outstanding Securities delivered to the Trustee; 
 (d) may, upon the request of the Company, be used by the Trustee
for the purchase of Securities in the manner, at the time or times, in the amount or amounts, at the price or prices and otherwise as directed or approved by the Company, all subject to the limitations hereafter in this Section set forth; or 

(e) may, upon the request of the Company, be applied by the Trustee to the payment (or provision therefor pursuant to Article Eight) at Stated
Maturity of any Securities or to the redemption (or similar provision therefor) of any Securities which are, by their terms, redeemable, in each case of such series as may be designated by the Company, any such redemption to be in the manner and as
provided in Article Five, all subject to the limitations hereafter in this Section set forth. 
 Such moneys shall, from time to time, be
paid or used or applied by the Trustee, as aforesaid, upon the request of the Company in a Company Order, and upon receipt by the Trustee of an Officer’s Certificate stating that, to the knowledge of the signer, no Event of Default has occurred
and is continuing. If and to the extent that the withdrawal of cash is based upon Property Additions (as permitted under the provisions of clause (a) above), the Company shall, subject to the provisions of said clause (a) and except as
hereafter in this paragraph provided, comply with all applicable provisions of this Indenture as if such Property Additions were made the basis for the authentication and delivery of Securities equal in principal amount to the cash so to be
withdrawn. If and to the extent that the withdrawal of cash is based upon the right to the authentication and delivery of Securities (as permitted under the provisions of clause (b) above), the Company shall, except as hereafter in this
paragraph provided, comply with all applicable provisions of Section 1604 relating to such authentication and delivery. Notwithstanding the foregoing provisions of this paragraph, in no event shall the Company be required to deliver the
documents specified in Section 303. 
 Notwithstanding the generality of clauses (d) and (e) above, no cash to be applied
pursuant to such clauses shall be applied to the payment of an amount in excess of the principal amount of any Securities to be purchased, paid or redeemed except to the extent that the aggregate principal amount of all Securities theretofore, and
of all Securities then to be, purchased, paid or redeemed pursuant to such clauses is not less than the aggregate cost for principal of, premium, if any, and accrued interest, if any, on and brokerage commissions, if any, with respect to, such
Securities. 
 Any Outstanding Securities delivered to the Trustee pursuant to clause (c) in the first paragraph of this Section shall,
upon request by the Company, forthwith be canceled by the Trustee. 
 Any obligations secured by Purchase Money Lien delivered to the
Trustee in consideration of the release of property from the Lien of this Indenture, together with any evidence of such Purchase Money Lien held by the Trustee, shall be released from the Lien of this Indenture and delivered to or upon the order of
the Company upon payment by the Company to the Trustee of an amount in cash equal to the aggregate principal amount of such obligations less the aggregate amount theretofore paid to the Trustee (by the Company, the obligor or otherwise) in respect
of the principal of such obligations. 
 The principal of and interest on any such obligations secured by Purchase Money Lien held by the
Trustee shall be paid to the Trustee as and when the same become payable. The interest received by the Trustee on any such obligations shall be deemed not to constitute Funded Cash and shall be remitted to the Company; provided, however, that if an
Event of Default shall have occurred and be continuing, such proceeds shall be held as part of the Mortgaged Property until such Event of Default shall have been cured or waived. 

  
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 The Trustee shall have and may exercise all the rights and powers of any owner of such
obligations and of all substitutions therefor and, without limiting the generality of the foregoing, may collect and receive all insurance moneys payable to it under any of the provisions thereof and apply the same in accordance with the provisions
thereof, may consent to extensions thereof at a higher or lower rate of interest, may join in any plan or plans of voluntary or involuntary reorganization or readjustment or rearrangement and may accept and hold hereunder new obligations, stocks or
other securities issued in exchange therefor under any such plan. Any discretionary action which the Trustee may be entitled to take in connection with any such obligations or substitutions therefor shall be taken, so long as no Event of Default
shall have occurred and be continuing, in accordance with a Company Order, and, during the continuance of an Event of Default, in its own discretion. 

Anything herein to the contrary notwithstanding, the Company may irrevocably waive all right to the withdrawal pursuant to this Section of,
and any other rights with respect to, any obligations secured by Purchase Money Lien held by the Trustee, and the proceeds of any such obligations, by delivery to the Trustee of a Company Order: 

(x) specifying such obligations and stating that the Company thereby waives all rights to the withdrawal thereof and of the proceeds thereof
pursuant to this Section, and any other rights with respect thereto; and 
 (y) directing that the principal of such obligations be applied
as provided in clause (e) in the first paragraph of this Section, specifying the Securities to be paid or redeemed or for the payment or redemption of which payment is to be made. 

Following any such waiver, the interest on any such obligations shall be applied to the payment of interest, if any, on the Securities to be paid or redeemed
or for the payment or redemption of which provision is to be made, as specified in the aforesaid Company Order, as and when such interest shall become due from time to time, and any excess funds remaining from time to time after such application
shall be applied to the payment of interest on any other Securities as and when the same shall become due. Pending any such application, the interest on such obligations shall be invested in Investment Securities as shall be selected by the Company
and specified in written instructions delivered to the Trustee. The principal of any such obligations shall be applied solely to the payment of principal of the Securities to be paid or redeemed or for the payment or redemption of which provision is
to be made, as specified in the aforesaid Company Order. Pending such application, the principal of such obligations shall be invested in Eligible Obligations as shall be selected by the Company and specified in written instructions delivered to the
Trustee. The obligation of the Company to pay the principal of such Securities when the same shall become due at maturity, shall be offset and reduced by the amount of the proceeds of such obligations then held, and to be applied, by the Trustee in
accordance with this paragraph. 
  

	SECTION 1807.	RELEASE OF PROPERTY TAKEN BY EMINENT DOMAIN, ETC. 

 Should any of the Mortgaged Property, or any
interest therein, be taken by exercise of the power of eminent domain or be sold to an entity possessing the power of eminent domain under a threat to exercise the same, and should the Company elect not to obtain the release of such property
pursuant to other provisions of this Article, the Trustee shall, upon request of the Company evidenced by a Company Order transmitting therewith a form of instrument or instruments to effect such release, release from the Lien hereof all its right,
title and interest in and to the property so taken or sold (or with respect to an interest in property, subordinate the Lien hereof to such interest), upon receiving (a) an Opinion of Counsel to the effect that such property has been taken by
exercise of the power of eminent domain or has been sold to an entity possessing the power of eminent domain under threat of an exercise of such power, (b) an Officer’s Certificate stating the amount of net proceeds received or


  
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to be received for such property so taken or sold, and the amount so stated shall be deemed to be the Fair Value of such property for the purpose of any notice to the Holders of Securities,
(c) if any portion of such property constitutes Funded Property, an Expert’s Certificate stating the Cost thereof (or, if the Fair Value to the Company of such portion of such property at the time the same became Funded Property was
certified to be an amount less than the Cost thereof, then such Fair Value, as so certified, in lieu of Cost) and (d) if any portion of such property constitutes Funded Property, a deposit by the Company of an amount in cash equal to the Cost
or Fair Value stated in the Expert’s Certificate delivered pursuant to clause (c) above; provided, however, that the amount required to be so deposited shall not exceed the portion of the net proceeds received or to be received for such
property so taken or sold which is allocable on a pro-rata or other reasonable basis to the portion of such property constituting Funded Property; and provided, further, that no such deposit shall be required to be made hereunder if the proceeds of
such taking or sale shall, as indicated in an Officer’s Certificate delivered to the Trustee, have been deposited with the trustee or other holder of a Class A Mortgage or other Lien prior to the Lien of this Indenture. Any cash deposited
with the Trustee under this Section may thereafter be withdrawn, used or applied in the manner, to the extent and for the purposes, and subject to the conditions, provided in Section 1806. 

 

	SECTION 1808.	ALTERNATIVE RELEASE PROVISION. 

 Anything in this Indenture to the contrary notwithstanding,
unless an Event of Default shall have occurred and be continuing, the Company may obtain the release of any part of the Mortgaged Property which is subject to the Lien of a Class A Mortgage, and the Trustee shall release all of its right, title
and interest in and to the same from the Lien of this Indenture, by delivery to the Trustee of an Officer’s Certificate stating that, to the knowledge of the signer, no Event of Default has occurred and is continuing, an Expert’s
Certificate as to the Fair Value of the property to be released and stating that, in the judgment of the signers, such release will not impair the security under this Indenture in contravention of the provisions hereof, and a copy of a release of
such part of the Mortgaged Property from the Lien of such Class A Mortgage executed by the trustee thereunder; provided, however, that this Section shall not apply with respect to any release of Mortgaged Property from the Lien of any
Class A Mortgage in connection with the discharge of such Class A Mortgage as contemplated by Section 1707. 
  

	SECTION 1809.	DISCLAIMER OR QUITCLAIM. 

 In case the Company has sold, exchanged, dedicated or otherwise
disposed of, or has agreed or intends to sell, exchange, dedicate or otherwise dispose of, or a Governmental Authority has ordered the Company to divest itself of, any Excepted Property or any other property not subject to the Lien hereof, or the
Company desires to disclaim or quitclaim title to property to which the Company does not purport to have title, the Trustee shall, from time to time, disclaim or quitclaim such property upon receipt by the Trustee of the following: 

(a) a Company Order requesting such disclaimer or quitclaim and transmitting therewith a form of instrument to effect such disclaimer or
quitclaim; 
 (b) an Officer’s Certificate describing the property to be disclaimed or quitclaimed; and 

(c) an Opinion of Counsel stating the signer’s opinion that such property is not subject to the Lien hereof or required to be subject
thereto by any of the provisions hereof and complying with the requirements of Section 104 of this Indenture. 

  
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	SECTION 1810.	MISCELLANEOUS. 

 (a) The Expert’s Certificate as to the Fair Value of property to be
released from the Lien of this Indenture in accordance with any provision of this Article, and as to the nonimpairment, by reason of such release, of the security under this Indenture in contravention of the provisions hereof, shall be made by an
Independent Expert if the Fair Value of such property and of all other property released since the commencement of the then current calendar year, as set forth in the certificates required by this Indenture, is ten percent (10%) or more of the
aggregate principal amount of the Securities at the time Outstanding; but such Expert’s Certificate shall not be required to be made by an Independent Expert in the case of any release of property if the Fair Value thereof, as set forth in the
certificates required by this Indenture, is less than Twenty-five Thousand Dollars ($25,000) or less than one percent (1%) of the aggregate principal amount of the Securities at the time Outstanding. To the extent that the Fair Value of any
property to be released from the Lien of this Indenture shall be stated in an Independent Expert’s Certificate, such Fair Value shall not be required to be stated in any other Expert’s Certificate delivered in connection with such release.

 (b) No release of property from the Lien of this Indenture effected in accordance with the provisions, and in compliance with the
conditions, set forth in this Article and in Sections 104 and 105 shall be deemed to impair the security of this Indenture in contravention of any provision hereof. 

(c) If the Mortgaged Property shall be in the possession of a receiver or trustee, lawfully appointed, the powers hereinbefore conferred upon
the Company with respect to the release of any part of the Mortgaged Property or any interest therein or the withdrawal of cash may be exercised, with the approval of the Trustee, by such receiver or trustee, notwithstanding that an Event of Default
may have occurred and be continuing, and any request, certificate, appointment or approval made or signed by such receiver or trustee for such purposes shall be as effective as if made by the Company or any of its officers or appointees in the
manner herein provided; and if the Trustee shall be in possession of the Mortgaged Property under any provision of this Indenture, then such powers may be exercised by the Trustee in its discretion notwithstanding that an Event of Default may have
occurred and be continuing. 
 (d) If the Company shall retain any interest in any property released from the Lien of this Indenture as
provided in Section 1803, 1804 or 1805, this Indenture shall not become or be, or be required to become or be, a Lien upon such property or such interest therein or any improvements, extensions or additions to such property or renewals,
replacements or substitutions of or for such property or any part or parts thereof unless the Company shall execute and deliver to the Trustee an indenture supplemental hereto, in recordable form, containing a grant, conveyance, transfer and
mortgage thereof. As used in this subsection, the terms “improvements”, “extensions” and “additions” shall be limited as set forth in Section 1201. 

(e) Notwithstanding the occurrence and continuance of an Event of Default, the Trustee, in its discretion, may release from the Lien hereof
any part of the Mortgaged Property or permit the withdrawal of cash, upon compliance with the other conditions specified in this Article in respect thereof. 

(f) No purchaser or grantee of property purporting to have been released hereunder shall be bound to ascertain the authority of the Trustee to
execute the instrument or instruments of release, or to inquire as to any facts required by the provisions hereof for the exercise of such authority; nor shall any purchaser or grantee of any property or rights permitted by this Article to be sold,
granted, exchanged, dedicated or otherwise disposed of, be under obligation to ascertain or inquire into the authority of the Company to make any such sale, grant, exchange, dedication or other disposition. 

  
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	SECTION 1811.	ESTABLISHMENT OF THE RELEASE DATE. 

 The date upon which the Lien of this Indenture shall be
discharged, canceled, terminated or satisfied (the “Release Date”) shall be deemed to occur for all purposes under this Indenture upon the date chosen by the Company and specified in a Company Order delivered to the Trustee, which date
shall not be earlier than the date of delivery by the Company to the Trustee of the following: 
 (a) A Company Order requesting execution
and delivery by the Trustee of a supplemental indenture and such instruments as the Company may deem necessary or desirable to discharge, cancel, terminate or satisfy the Lien of this Indenture; 

(b) An Officer’s Certificate stating that: 

(i) To the knowledge of the signer, no Event of Default has occurred and is continuing; and 

(ii) The aggregate principal amount of all Class A Bonds outstanding under all Class A Mortgages, other than
Class A Bonds held by the Trustee, does not exceed the greater of 5% of the net book value of the Electric Utility Property or 5% of Capitalization; 

(c) Any other documents required by the Trust Indenture Act or by the terms of any then Outstanding Securities; and 

(d) An Opinion of Counsel to the effect that none of the Company’s Electric Utility Property, other than Excepted Property, is subject to
any Lien other than the Lien of this Indenture and Permitted Liens. 
 Upon the occurrence of a Release Date, the Trustee shall execute and
deliver to the order of the Company the supplemental indenture and instruments described above to discharge, cancel, terminate or satisfy the Lien of this Indenture. 

Notwithstanding anything in the Indenture to the contrary, from and after the Release Date, the obligation of the Company to make any payment
with respect to the principal of and premium, if any and interest on the Class A Bonds held by the Trustee shall be deemed satisfied and discharged, and such Class A Bonds shall thereafter have zero fair value. From and after the Release
Date, any conditions to the issuance of Securities that refer or relate to the Class A Bonds or the Class A Mortgages shall be inapplicable. Upon the occurrence of a Release Date, the Trustee shall promptly surrender all Class A Bonds
held by it to the Company or to the trustee under the applicable Class A Mortgage for cancellation. 
  

	SECTION 1812.	PRESERVATION OF LIEN. 

 Until the Release Date, the Company shall maintain and preserve the Lien
of this Indenture so long as any Securities shall remain Outstanding, subject, however, to the provisions of Article Thirteen and Article Eighteen. 
  

	SECTION 1813.	MAINTENANCE OF PROPERTIES. 

 Until the Release Date, the Company shall cause (or, with respect
to property owned in common with others, make reasonable effort to cause) the Mortgaged Property, considered as a whole, to be maintained and kept in good condition, repair and working order and shall cause (or, with respect to property owned in
common with others, make reasonable effort to cause) to be made such repairs, renewals, replacements, betterments and improvements thereof, as, in the judgment of the Company, may 

  
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be necessary in order that the operation of the Mortgaged Property, considered as a whole, may be conducted in accordance with common industry practice; provided, however, that nothing in this
Section shall prevent the Company from discontinuing, or causing the discontinuance of, the operation and maintenance of any portion of the Mortgaged Property if such discontinuance is in the judgment of the Company desirable in the conduct of its
business; and provided, further, that nothing in this Section shall prevent the Company from selling, transferring or otherwise disposing of, or causing the sale, transfer or other disposition of, any portion of the Mortgaged Property in compliance
with the other Articles of this Indenture. 
  

	SECTION 1814.	PAYMENT OF TAXES; DISCHARGE OF LIENS. 

 Until the Release Date, the Company shall pay all taxes
and assessments and other governmental charges lawfully levied or assessed upon the Mortgaged Property, or upon any part thereof, or upon the interest of the Trustee in the Mortgaged Property, before the same shall become delinquent, and shall
observe and conform in all material respects to all valid requirements of any Governmental Authority relative to the Mortgaged Property and all covenants, terms and conditions upon or under which any of the Mortgaged Property is held; and the
Company shall not suffer any Lien to be created upon the Mortgaged Property, or any part thereof, prior to the Lien hereof, other than Permitted Liens and the Liens of Class A Mortgages and other than, in the case of property hereafter
acquired, Purchase Money Liens and any other Liens existing or placed thereon at the time of the acquisition thereof (including, but not limited to, the Lien of any Class A Mortgage); provided, however, that nothing in this Section contained
shall require the Company (i) to observe or conform to any requirement of Governmental Authority or to cause to be paid or discharged, or to make provision for, any such Lien, or to pay any such tax, assessment or governmental charge so long as
the validity thereof shall be contested in good faith and by appropriate legal proceedings, (ii) to pay, discharge or make provisions for any tax, assessment or other governmental charge, the validity of which shall not be so contested if
adequate security for the payment of such tax, assessment or other governmental charge and for any penalties or interest which may reasonably be anticipated from failure to pay the same shall be given to the Trustee or (iii) to pay, discharge
or make provisions for any Liens existing on the Mortgaged Property at the Execution Date; and provided, further, that nothing in this Section shall prohibit the issuance or other incurrence of additional indebtedness, or the refunding of
outstanding indebtedness, secured by any Lien prior to the Lien hereof which is permitted under this Section to continue to exist. 
  

	SECTION 1815.	INSURANCE. 

 (a) The Company shall (i) keep or cause to be kept all the property subject to
the Lien of this Indenture insured against loss by fire, to the extent that property of similar character is usually so insured by companies similarly situated and operating like properties, to a reasonable amount, by reputable insurance companies,
the proceeds of such insurance (except as to any loss of Excepted Property and except as to any particular loss less than the greater of (A) Ten Million Dollars ($10,000,000) and (B) three percent (3%) of the sum of (1) the
principal amount of Securities Outstanding on the date of such particular loss and (2) the principal amount of the Class A Bonds Outstanding on the date of such particular loss, other than Class A Bonds delivered to and held by the
Trustee pursuant to Sections 1602 and 1701) to be made payable, subject to applicable law, to the Trustee as the interest of the Trustee may appear, to the trustee of a Class A Mortgage, or to the trustee or other holder of any other Lien prior
hereto upon property subject to the Lien hereof, if the terms thereof require such payment or (ii) in lieu of or supplementing such insurance in whole or in part, adopt some other method or plan of protection against loss by fire at least equal
in protection to the method or plan of protection against loss by fire of companies similarly situated and operating properties subject to similar fire hazards or properties on which an equal primary fire insurance rate has been set by reputable
insurance companies; and if the Company shall adopt such other method or plan of protection, it shall, subject to applicable law (and except as to any loss of Excepted Property and except as to any particular loss less than the greater of


  
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(X) Ten Million Dollars ($10,000,000) and (Y) three percent (3%) of the sum of (1) the principal amount of Securities Outstanding on the date of such particular loss and
(2) the principal amount of the Class A Bonds Outstanding on the date of such particular loss, other than Class A Bonds delivered to and held by the Trustee pursuant to Sections 1602 and 1701) pay to the Trustee on account of any loss
covered by such method or plan an amount in cash equal to the amount of such loss less any amounts otherwise paid to the Trustee in respect of such loss or paid to the trustee under a Class A Mortgage or to the trustee or other holder of any
other Lien prior hereto upon property subject to the Lien hereof in respect of such loss if the terms thereof require such payment. Any cash so required to be paid by the Company pursuant to any such method or plan shall for the purposes of this
Indenture be deemed to be proceeds of insurance. In case of the adoption of such other method or plan of protection, the Company shall furnish to the Trustee a certificate of an actuary or other qualified person appointed by the Company with respect
to the adequacy of such method or plan. 
 Anything herein to the contrary notwithstanding, the Company may have fire insurance policies
with (i) a deductible provision in a dollar amount per occurrence not exceeding the greater of (A) Ten Million Dollars ($10,000,000) and (B) three percent (3%) of the sum of (1) the principal amount of the Securities
Outstanding on the date such policy goes into effect and (2) the principal amount of the Class A Bonds Outstanding on the date such policy goes into effect, other than Class A Bonds delivered to and held by the Trustee pursuant to
Sections 1602 and 1701, and/or (ii) co-insurance or self insurance provisions with a dollar amount per occurrence not exceeding thirty percent (30%) of the loss proceeds otherwise payable; provided, however, that the dollar amount
described in clause (i) above may be exceeded to the extent such dollar amount per occurrence is below the deductible amount in effect as to fire insurance (X) on property of similar character insured by companies similarly situated and
operating like property or (Y) on property as to which an equal primary fire insurance rate has been set by reputable insurance companies. 

(b) All moneys paid to the Trustee by the Company in accordance with this Section or received by the Trustee as proceeds of any insurance, in
either case on account of a loss on or with respect to Funded Property, shall, subject to the requirements of any Class A Mortgage or other Lien prior hereto upon property subject to the Lien hereof, be held by the Trustee and, subject as
aforesaid, shall be paid by it to the Company to reimburse the Company for an equal amount expended or committed for expenditure in the rebuilding, renewal and/or replacement of or substitution for the property destroyed or damaged, upon receipt by
the Trustee of: 
 (i) a Company Request requesting such payment, 

(ii) an Expert’s Certificate: 

(A) describing the property so damaged or destroyed; 

(B) stating the Cost of such property (or, if the Fair Value to the Company of such property at the time the same became
Funded Property was certified to be an amount less than the Cost thereof, then such Fair Value, as so certified, in lieu of Cost) or, if such damage or destruction shall have affected only a portion of such property, stating the allocable portion of
such Cost or Fair Value; 
 (C) stating the amounts so expended or committed for expenditure in the rebuilding, renewal,
replacement of and/or substitution for such property; and 
 (D) stating the Fair Value to the Company of such property as
rebuilt or renewed or as to be rebuilt or renewed and/or of the replacement or substituted property, and if 

  
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 (a) within six months prior to the date of acquisition thereof by the Company,
such property has been used or operated, by a person or persons other than the Company, in a business similar to that in which it has been or is to be used or operated by the Company, and 

(b) the Fair Value to the Company of such property as set forth in such Expert’s Certificate is not less than Twenty-five
Thousand Dollars ($25,000) and not less than one percent (1%) of the aggregate principal amount of the Securities at the time Outstanding, 

the Expert making the statement required by this clause (D) shall be an Independent Expert, and 

(iii) an Opinion of Counsel stating that, in the opinion of the signer, the property so rebuilt or renewed or to be rebuilt or
renewed, and/or the replacement property, is or will be subject to the Lien hereof. 
 Any such moneys not so applied within thirty-six
(36) months after its receipt by the Trustee, or in respect of which notice in writing of intention to apply the same to the work of rebuilding, renewal, replacement or substitution then in progress and uncompleted shall not have been given to
the Trustee by the Company within such thirty-six (36) months, or which the Company shall at any time notify the Trustee is not to be so applied, shall thereafter be withdrawn, used or applied in the manner, to the extent and for the purposes,
and subject to the conditions, provided in Section 1806; provided, however, that if the amount of such moneys shall exceed the amount stated pursuant to clause (B) in the Expert’s Certificate referred to above, the amount of such
excess shall not be deemed to be Funded Cash, shall not be subject to Section 1806 and shall be remitted to or upon the order of the Company upon the withdrawal, use or application of the balance of such moneys pursuant to Section 1806.

 Anything in this Indenture to the contrary notwithstanding, if property on or with respect to which a loss occurs constitutes Funded
Property in part only, the Company may, at its election, obtain the reimbursement of insurance proceeds attributable to the part of such property which constitutes Funded Property under this subsection (b) and obtain the reimbursement of
insurance proceeds attributable to the part of such property which does not constitute Funded Property under subsection (c) of this Section 1815. 

(c) All moneys paid to the Trustee by the Company in accordance with this Section or received by the Trustee as proceeds of any insurance, in
either case on account of a loss on or with respect to property which does not constitute Funded Property, shall, subject to the requirements of any Class A Mortgage or other Lien prior hereto upon property subject to the Lien hereof, be held
by the Trustee and, subject as aforesaid, shall be paid by it to the Company upon receipt by the Trustee of: 
 (i) a Company
Request requesting such payment; 
 (ii) an Expert’s Certificate stating: 

(A) that such moneys were paid to or received by the Trustee on account of a loss on or with respect to property which does
not constitute Funded Property; and 
 (B) if true, either (I) that the aggregate amount of the Cost or Fair Value to
the Company (whichever is less) of all Property Additions which do not constitute Funded Property (excluding, to the extent of such loss, the property on or with respect to which such loss was incurred), after making deductions therefrom and
additions thereto of the character contemplated by Section 103, is 

  
 101 







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not less than zero (0) or (II) that the amount of such loss does not exceed the aggregate Cost or Fair Value to the Company (whichever is less) of Property Additions acquired, made or
constructed on or after the ninetieth (90th) day prior to the date of the Company Request requesting such payment; or 

(C) if neither of the statements contemplated in subclause (B) above can be made, the amount by which zero
(0) exceeds the amount referred to in subclause (B)(I) above (showing in reasonable detail the calculation thereof); and 

(iii) if the Expert’s Certificate required by clause (ii) above contains neither of the statements contemplated in
clause (ii)(B) above, an amount in cash, to be held by the Trustee as part of the Mortgaged Property, equal to the amount shown in clause (ii)(C) above. 

To the extent that the Company shall be entitled to withdraw proceeds of insurance pursuant to this subsection (c), such proceeds shall be
deemed not to constitute Funded Cash. 
 (d) Whenever under the provisions of this Section the Company is required to deliver moneys to the
Trustee and at the same time shall have satisfied the conditions set forth herein for payment of moneys by the Trustee to the Company, there shall be paid to or retained by the Trustee or paid to the Company, as the case may be, only the net amount.

 (e) Upon the occurrence of the Release Date, this Section shall cease to be in effect and the Trustee shall promptly return to the
Company all moneys held by the Trustee pursuant to this Section. 
  

	SECTION 1816.	RECORDING, FILING, ETC. 

 Until the Release Date, the Company shall cause this Indenture and all
indentures and instruments supplemental hereto (or notices, memoranda or financing statements as may be recorded or filed to place third parties on notice thereof) to be promptly recorded and filed and re-recorded and re-filed in such manner and in
such places, as may be required by law in order fully to preserve and protect the security of the Holders of the Securities and all rights of the Trustee, and shall furnish to the Trustee: 

(a) promptly after the execution and delivery of this Indenture and of each supplemental indenture, an Opinion of Counsel either stating that
in the opinion of such counsel this Indenture or such supplemental indenture (or any other instrument, resolution, certificate, notice, memorandum or financing statement in connection therewith) has been properly recorded and filed, so as to make
effective the Lien intended to be created hereby or thereby, and reciting the details of such action, or stating that in the opinion of such counsel no such action is necessary to make such Lien effective. The Company shall be deemed to be in
compliance with this subsection (a) if (i) the Opinion of Counsel herein required to be delivered to the Trustee shall state that this Indenture or such supplemental indenture (or any other instrument, resolution, certificate notice,
memorandum or financing statement in connection therewith) has been received for record or filing in each jurisdiction in which it is required to be recorded or filed and that, in the opinion of such counsel (if such is the case), such receipt for
record or filing makes effective the Lien intended to be created by this Indenture or such supplemental indenture, and (ii) such opinion is delivered to the Trustee within such time, following the Execution Date or such supplemental indenture,
as shall be practicable having due regard to the number and distance of the jurisdictions in which this Indenture or such supplemental indenture (or such other instrument, resolution, certificate, notice, memorandum or financing statement in
connection therewith) is required to be recorded or filed; and 

  
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 (b) on or before December 1 of each year, beginning December 1, 2002, an Opinion of
Counsel stating either (i) that in the opinion of such counsel such action has been taken, since the date of the most recent Opinion of Counsel furnished pursuant to this subsection (b) or the first Opinion of Counsel furnished pursuant to
subsection (a) of this Section, with respect to the recording, filing, re-recording, and re-filing of this Indenture and of each indenture supplemental to this Indenture (or any other instrument, resolution, certificate, notice, memorandum or
financing statement in connection therewith), as is necessary to maintain the effectiveness of the Lien hereof, and reciting such action, or (ii) that in the opinion of such counsel no such action is necessary to maintain the effectiveness of
such Lien. 
 Until the Release Date, the Company shall execute and deliver such supplemental indenture or indentures and such further
instruments and do such further acts as may be necessary or proper to carry out the purposes of this Indenture and to make subject to the Lien hereof any property hereafter acquired, made or constructed and intended to be subject to the Lien hereof,
and to transfer to any new trustee or trustees or co-trustee or co-trustees, the estate, powers, instruments or funds held in trust hereunder. 
  

 
 This instrument
may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 

 
  

  
 103 







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 IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, and their
respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. 
  

			
	ONCOR ELECTRIC DELIVERY COMPANY
		
	 By:    
	 	/s/ Kirk R. Oliver
		 	Name: Kirk R. Oliver
		 	Title: Vice President


  

	
	 [SEAL]
  

ATTEST:

	
	 /s/ John F. Stephens

	Assistant Secretary

  

			
	 THE BANK OF NEW YORK,

           as Trustee

		
	 By:    
	 	/s/ Remo J. Reale
		 	Remo J. Reale
		 	Vice President


  

	
	 [SEAL]
  

ATTEST

	
	 /s/ Thomas B. Zakrzewski

	Vice President


  
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	STATE OF TEXAS	  	)	  	
		  	)	  	        ss.:
	COUNTY OF DALLAS	  	)	  	

 On this 29th day of April, 2002, before me, a notary public, the undersigned officer, personally appeared Kirk
R. Oliver, who acknowledged himself to be the Vice President of ONCOR ELECTRIC DELIVERY COMPANY, a corporation of the State of Texas and that he, as such Vice President, being authorized to do so, executed the foregoing instrument for the purposes
therein contained, by signing the name of the corporation by himself as Vice President. 
 In witness whereof, I hereunto set my hand and
official seal. 
  

			
		
	By:    	 	/s/ DeeAnn Graham
		 	 Notary Public, State of Texas

		 	 Commission Expires 04-21-2003




  
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	STATE OF NEW YORK	  	)	  	
		  	)  ss.:	  	
	COUNTY OF NEW YORK	  	)	  	

 On this 29th day of April, 2002, before me, a notary public, the undersigned officer, personally appeared Remo
J. Reale, who acknowledged himself to be a Vice President of THE BANK OF NEW YORK, a New York banking corporation and that he, as such Vice President, being authorized to do so, executed the foregoing instrument for the purposes therein contained,
by signing the name of the corporation by himself as Vice President. 
 In witness whereof, I hereunto set my hand and official seal. 

 

			
		
	By:    	 	/s/ William J. Cassels
		 	 William J. Cassels

Notary Public, State of New York

No. 01CA5027729

Qualified in Bronx County

Commission Expires May 16, 2002




  
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 EXHIBIT A 

DESCRIPTION OF REAL PROPERTY THAT IS MORTGAGED PROPERTY AS OF THE EXECUTION DATE 

All real property owned by Oncor Electric Delivery Company on the Execution Date (as defined in the Indenture) in each of the following 105
Counties of the State of Texas referenced herein, including but not limited to the real property specifically described on the referenced exhibits hereto, other than Excepted Property (as defined in the Indenture): 

ANDERSON 
 Exhibit A-1 - Transmission Routes (50 pages)

 Exhibit A-2 - Substations (1 page) 
 Exhibit A-3 -
Distribution Routes (1 page) 
 Exhibit A-4 - Facility Sites (2 pages) 

Exhibit A-5 - Fee Land at Generation Plants (none) 
 Exhibit A-6
- SESCO Transmission Routes (2 pages) 
 ANDREWS 

Exhibit A-1 - Transmission Routes (9 pages) 
 Exhibit A-2 -
Substations (1 page) 
 Exhibit A-3 - Distribution Routes (1 page) 

Exhibit A-4 - Facility Sites (2 pages) 
 ANGELINA 

Exhibit A-1 - Transmission Routes (44 pages) 
 Exhibit A-2 -
Substations (1 page) 
 Exhibit A-3 - Distribution Routes (1 page) 

Exhibit A-4 - Facility Sites (1 page) 
 ARCHER 

Exhibit A-1 - Transmission Routes (15 pages) 
 BASTROP

 Exhibit A-1 - Transmission Routes (4 pages) 
 Exhibit
A-2 - Substations (1 page) 
 Exhibit A-3 - Distribution Routes (1 page) 

Exhibit A-4 - Facility Sites (1 page) 

  
 A-1 







Table of Contents


 BAYLOR 

Exhibit A-1 - Transmission Routes (6 pages) 
 Exhibit A-2 -
Substations (1 page) 
 Exhibit A-3 - Distribution Routes (1 page) 

BELL 
 Exhibit A-1 - Transmission Routes (53 pages) 

Exhibit A-2 - Substations (4 pages) 
 Exhibit A-3 - Distribution
Routes (1 page) 
 Exhibit A-4 - Facility Sites (3 pages) 

BORDEN 
 Exhibit A-1 - Transmission Routes (1 page) 

Exhibit A-2 - Substations (1 page) 
 Exhibit A-3 - Distribution
Routes (1 page) 
 BOSQUE 
 Exhibit A-1 - Transmission
Routes (5 pages) 
 Exhibit A-2 - Substations (1 page) 

Exhibit A-3 - Distribution Routes (1 page) 
 BRAZOS 

Exhibit A-3 - Distribution Routes (1 page) 
 BROWN 

Exhibit A-1 - Transmission Routes (20 pages) 
 Exhibit A-2 -
Substations (1 page) 
 Exhibit A-3 - Distribution Routes (1 page) 

Exhibit A-4 - Facility Sites (1 page) 
 BURNET 

Exhibit A-1 - Transmission Routes (none) 
 Exhibit A-2 -
Substations (none) 
 Exhibit A-3 - Distribution Routes (1 page) 

CAMP 
 Exhibit A-1 - Transmission Routes (1 page) 

  
 A-2 







Table of Contents


 CHEROKEE 

Exhibit A-1 - Transmission Routes (44 pages) 
 Exhibit A-2 -
Substations (1 page) 
 Exhibit A-3 - Distribution Routes (1 page) 

Exhibit A-4 - Facility Sites (1 page) 
 Exhibit A-5 - Fee Land
at Generation Plants (none) 
 Exhibit A-6 - SESCO Transmission Routes (59 pages) 

CLAY 
 Exhibit A-1 - Transmission Routes (12 pages) 

Exhibit A-2 - Substations (1 page) 
 Exhibit A-3 - Distribution
Routes (1 page) 
 COKE 
 Exhibit A-2 - Substations
(none) 
 Exhibit A-3 - Distribution Routes (1 page) 

COLEMAN 
 Exhibit A-1 - Transmission Routes (none) 

Exhibit A-2 - Substations (none) 
 Exhibit A-3 - Distribution
Routes (1 page) 
 COLLIN 
 Exhibit A-1 - Transmission
Routes (62 pages) 
 Exhibit A-2 - Substations (5 pages) 

Exhibit A-3 - Distribution Routes (1 page) 
 Exhibit A-4 -
Facility Sites (1 page) 
 COMANCHE 
 Exhibit A-1 -
Transmission Routes (24 pages) 
 Exhibit A-2 - Substations (1 page) 

Exhibit A-3 - Distribution Routes (1 page) Exhibit 
 A-4 -
Facility Sites (1 page) 
 COOKE 
 Exhibit A-1 -
Transmission Routes (22 pages) 

  
 A-3 







Table of Contents


 Exhibit A-2 - Substations (1 page) 

Exhibit A-3 - Distribution Routes (1 page) 
 Exhibit A-4 -
Facility Sites (1 page) 
 CORYELL 
 Exhibit A-3 -
Distribution Routes (1 page) 
 CRANE 
 Exhibit A-1 -
Transmission Routes (2 pages) 
 Exhibit A-2 - Substations (1 page) 

Exhibit A-3 - Distribution Routes (1 page) 
 CULBERSON

 Exhibit A-1 - Transmission Routes (2 pages) 
 Exhibit
A-2 - Substations (1 page) 
 Exhibit A-3 - Distribution Routes (1 page) 

DALLAS 
 Exhibit A-1 - Transmission Routes (161 pages)

 Exhibit A-2 - Substations (16 pages) 
 Exhibit A-3 -
Distribution Routes (1 page) 
 Exhibit A-4 - Facility Sites (4 pages) 

Exhibit A-5 - Fee Land at Generation Plants (7 pages) DAWSON 

Exhibit A-1 - Transmission Routes (12 pages) 
 Exhibit A-2 -
Substations (1 page) 
 Exhibit A-3 - Distribution Routes (1 page) 

Exhibit A-4 - Facility Sites (2 pages) 
 DELTA 

Exhibit A-1 - Transmission Routes (6 pages) 
 Exhibit A-2 -
Substations (none) 
 DENTON1 
 Exhibit A-2 -
Substations (2 pages) 
 Exhibit A-3 - Distribution Routes (1 page) 

Exhibit A-4 - Facility Sites (1 page) 

  
 A-4 







Table of Contents


 EASTLAND 

Exhibit A-1 - Transmission Routes (15 pages) 
 Exhibit A-2 -
Substations (1 page) 
 Exhibit A-3 - Distribution Routes (1 page) 

Exhibit A-4 - Facility Sites (2 pages) 
 ECTOR 

Exhibit A-1 - Transmission Routes (20 pages) 
 Exhibit A-2 -
Substations (3 pages) 
 Exhibit A-3 - Distribution Routes (1 page) 

Exhibit A-4 - Facility Sites (2 pages) 
 ELLIS 

Exhibit A-1 - Transmission Routes (51 pages) 
 Exhibit A-2 -
Substations (3 pages) 
 Exhibit A-3 - Distribution Routes (1 page) 

Exhibit A-4 - Facility Sites (1 page) 
 ERATH 

Exhibit A-1 - Transmission Routes (20 pages) 
 Exhibit A-2 -
Substations (1 page) 
 Exhibit A-3 - Distribution Routes (1 page) 

Exhibit A-4 - Facility sites (1 page) 
 FALLS 

Exhibit A-1 - Transmission Routes (11 pages) 
 Exhibit A-2 -
Substations (none) 
 Exhibit A-3 - Distribution Routes (1 page) 

Exhibit A-4 - Facility Sites (none) 
 Exhibit A-5 - Fee Land at
Generation Plants (none) 
 Exhibit A-6 - SESCO Transmission Routes (1 page) 

FANNIN 
 Exhibit A-1 - Transmission Routes (37 pages) 

Exhibit A-2 - Substations (1 page) 

  
 A-5 







Table of Contents


 Exhibit A-3 - Distribution Routes (1 page) 

Exhibit A-4 - Facility Sites (1 page) 
 FISHER 

Exhibit A-1 - Transmission Routes (9 pages) 
 Exhibit A-2 -
Substations (none) 
 Exhibit A-3 - Distribution Routes (1 page) 

Exhibit A-4 - Facility Sites (1 page) 
 FRANKLIN 

Exhibit A-1 - Transmission Routes (23 pages) 
 FREESTONE

 Exhibit A-1 - Transmission Routes (44 pages) 
 Exhibit
A-2 - Substations (1 page) 
 Exhibit A-3 - Distribution Routes (1 page) 

Exhibit A-4 - Facility Sites (none) 
 Exhibit A-6 - SESCO
Transmission Routes (16 pages) 
 GAINES 
 Exhibit A-1 -
Transmission Routes (1 page) 
 Exhibit A-2 - Substations (none) 

Exhibit A-3 - Distribution Routes (1 page) 
 GLASSCOCK

 Exhibit A-1 - Transmission Routes (7 pages) 
 Exhibit
A-2 - Substations (1 page) 
 Exhibit A-3 - Distribution Routes (1 page) 

GRAYSON 
 Exhibit A-1 - Transmission Routes (46 pages)

 Exhibit A-2 - Substations (2 pages) 
 Exhibit A-3 -
Distribution Routes (1 page) 
 Exhibit A-4 - Facility Sites (2 pages) 

HASKELL 
 Exhibit A-1 - Transmission Routes (4 pages) 


  
 A-6 







Table of Contents


 HENDERSON 

Exhibit A-1 - Transmission Routes (42 pages) 
 Exhibit A-2 -
Substations (2 pages) 
 Exhibit A-3 - Distribution Routes (1 page) 

Exhibit A-4 - Facility Sites (2 pages) 
 Exhibit A-5 - Fee Land
at Generation Plants (1 page) 
 Exhibit A-6 - SESCO Transmission Routes (1 page) 

HILL 
 Exhibit A-1 - Transmission Routes (36 pages) 

HOOD 
 Exhibit A-1 - Transmission Routes (8 pages) 

Exhibit A-2 - Substations (1 page) 
 Exhibit A-3 - Distribution
Routes (1 page) 
 Exhibit A-4 - Facility Sites (1 page) 

HOPKINS 
 Exhibit A-1 - Transmission Routes (38 pages)

 Exhibit A-2 - Substations (1 page) 
 Exhibit A-3 -
Distribution Routes (1 page) 
 Exhibit A-4 - Facility Sites (2 pages) 

HOUSTON 
 Exhibit A-1 - Transmission Routes (19 pages)

 Exhibit A-2 - Substations (1 page) 
 Exhibit A-3 -
Distribution Routes (1 page) 
 Exhibit A-4 - Facility Sites (1 page) 

HOWARD 
 Exhibit A-1 - Transmission Routes (21 pages) 

Exhibit A-2 - Substations (2 pages) 
 Exhibit A-3 - Distribution
Routes (1 page) 
 Exhibit A-4 - Facility Sites (2 pages) 

  
 A-7 







Table of Contents


 HUNT 

Exhibit A-1 - Transmission Routes (35 pages) 
 Exhibit A-2 -
Substations (1 page) 
 Exhibit A-3 - Distribution Routes (1 page) 

Exhibit A-4 - Facility Sites (1 page) 
 JACK 

Exhibit A-1 - Transmission Routes (11 pages) 
 Exhibit A-2 -
Substations (1 page) 
 Exhibit A-3 - Distribution Routes (1 page) 

Exhibit A-4 - Facility Sites (1 page) 
 JOHNSON 

Exhibit A-1 - Transmission Routes (41 pages) 
 Exhibit A-2 -
Substations (1 page) 
 Exhibit A-3 - Distribution Routes (1 page) 

Exhibit A-4 - Facility Sites (1 page) 
 JONES 

Exhibit A-1 - Transmission Routes (14 pages) 
 Exhibit A-2 -
Substations (1 page) 
 Exhibit A-3 - Distribution Routes (none) 

Exhibit A-4 - Facility Sites (1 page) 
 KAUFMAN 

Exhibit A-1 - Transmission Routes (36 pages) 
 Exhibit A-2 -
Substations (2 pages) 
 Exhibit A-3 - Distribution Routes (1 page) 

Exhibit A-4 - Facility Sites (2 pages) 
 KENT 

Exhibit A-1 - Transmission Routes (none) 
 Exhibit A-2 -
Substations (none) 
 Exhibit A-3 - Distribution Routes (1 page) 

  
 A-8 







Table of Contents


 LAMAR 

Exhibit A-1 - Transmission Routes (29 pages) 
 Exhibit A-2 -
Substations (1 page) 
 Exhibit A-3 - Distribution Routes (1 page) 

Exhibit A-4 - Facility Sites (1 pages) 
 LAMPASAS 

Exhibit A-1 - Transmission Routes (none) 
 Exhibit A-2 -
Substations (none) 
 Exhibit A-3 - Distribution Routes (1 page) 

LEE 
 Exhibit A-1 - Transmission Routes (1 page) 

Exhibit A-2 - Substations (1 page) 
 LEON 

Exhibit A-1 - Transmission Routes (25 pages) 
 Exhibit A-2 -
Substations (1 page) 
 Exhibit A-3 - Distribution Routes (1 page) 

LIMESTONE 
 Exhibit A-1 - Transmission Routes (16 pages)

 Exhibit A-2 - Substations (1 page) 
 Exhibit A-3 -
Distribution Routes (1 page) 
 Exhibit A-4 - Facility Sites (none) 

Exhibit A-5 - Fee Land at Generation Plants (none) 
 Exhibit A-6
- SESCO Transmission Routes (18 pages) 
 LOVING 

Exhibit A-1 - Transmission Routes (1 page) 
 Exhibit A-2 -
Substations (1 page) 
 Exhibit A-3 - Distribution Routes (1 page) 

LYNN 
 Exhibit A-1 - Transmission Routes (1 page) 

Exhibit A-2 - Substations (1 page) 

  
 A-9 







Table of Contents


 Exhibit A-3 - Distribution Routes (1 page) 

MARTIN 
 Exhibit A-1 - Transmission Routes (4 pages) 

Exhibit A-2 - Substations (1 page) 
 Exhibit A-3 - Distribution
Routes (1 page) 
 MCLENNAN 
 Exhibit A-1 - Transmission
Routes (46 pages) 
 Exhibit A-2 - Substations (3 pages) 

Exhibit A-3 - Distribution Routes (1 page) 
 Exhibit A-4 -
Facility Sites (2 pages) 
 Exhibit A-5 - Fee Land at Generation Plants (none) 

Exhibit A-6 - SESCO Transmission Routes (1 page) 
 MIDLAND

 Exhibit A-3 - Distribution Routes (1 page) 
 Exhibit A-4
- Facility Sites (2 pages) 
 MILAM 
 Exhibit A-1 -
Transmission Routes (30 pages) 
 Exhibit A-2 - Substations (1 page) 

Exhibit A-3 - Distribution Routes (1 page) 
 Exhibit A-4 -
Facility Sites (2 pages) 
 Exhibit A-5 - Fee Land at Generation Plants (none) 

Exhibit A-6 - SESCO Transmission Routes (1 page) 
 MILLS

 Exhibit A-1 - Transmission Routes (2 pages) 

MITCHELL 
 Exhibit A-1 - Transmission Routes (34 pages)

 Exhibit A-2 - Substations (1 page) 
 Exhibit A-3 -
Distribution Routes (1 page) 
 MONTAGUE 
 Exhibit A-1 -
Transmission Routes (9 pages) 

  
 A-10 







Table of Contents


 Exhibit A-2 - Substations (1 page) 

Exhibit A-3 - Distribution Routes (1 page) 
 NACOGDOCHES

 Exhibit A-1 - Transmission Routes (34 pages) 
 Exhibit
A-2 - Substations (1 page) 
 Exhibit A-3 - Distribution Routes (1 page) 

Exhibit A-4 - Facility Sites (2 pages) 
 NAVARRO 

Exhibit A-1 - Transmission Routes (58 pages) 
 Exhibit A-2 -
Substations (3 pages) 
 Exhibit A-3 - Distribution Routes (1 page) 

Exhibit A-4 - Facility Sites (2 pages) 
 NOLAN 

Exhibit A-1 - Transmission Routes (21 pages) 
 Exhibit A-2 -
Substations (1 page) 
 Exhibit A-3 - Distribution Routes (1 page) 

Exhibit A-4 - Facility Sites (2 pages) 
 PALO PINTO 

Exhibit A-1 - Transmission Routes (14 pages) 
 Exhibit A-2 -
Substations (1 page) 
 Exhibit A-3 - Distribution Routes (1 page) 

Exhibit A-4 - Facility Sites (1 page) 
 PANOLA 

Exhibit A-1 - Transmission Routes (1 page) PARKER 
 Exhibit A-1 -
Transmission Routes (29 pages) 
 Exhibit A-2 - Substations (1 page) 

Exhibit A-3 - Distribution Routes (1 page) 
 Exhibit A-4 -
Facility Sites (1 page) 
 PECOS 
 Exhibit A-3 -
Distribution Routes (1 page) 

  
 A-11 







Table of Contents


 RAINS 

Exhibit A-1 - Transmission Routes (5 pages) 
 Exhibit A-2 -
Substations (1 page) 
 Exhibit A-3 - Distribution Routes (1 page) 

REAGAN 
 Exhibit A-3 - Distribution Routes (1 page) RED
RIVER 
 Exhibit A-1 - Transmission Routes (10 pages) 

Exhibit A-2 - Substations (1 page) 
 Exhibit A-3 - Distribution
Routes (1 page) 
 REEVES 
 Exhibit A-1 - Transmission
Routes (1 page) 
 Exhibit A-2 - Substations (1 page) 

Exhibit A-3 - Distribution Routes (1 page) 
 ROBERTSON

 Exhibit A-1 - Transmission Routes (3 pages) 
 Exhibit
A-2 - Substations (1 page) 
 Exhibit A-3 - Distribution Routes (none) 

Exhibit A-4 - Facility Sites (1 page) 
 ROCKWALL 

Exhibit A-1 - Transmission Routes (19 pages) 
 Exhibit A-2 -
Substations (1 page) 
 Exhibit A-3 - Distribution Routes (1 page) 

RUSK 
 Exhibit A-1 - Transmission Routes (27 pages) 

Exhibit A-2 - Substations (1 page) 
 Exhibit A-3 - Distribution
Routes (1 page) 
 Exhibit A-4 - Facility Sites (1 page) 

Exhibit A-5 - Fee Land at Generation Plants (none) 
 Exhibit A-6
- SESCO Transmission Routes (1 page) 

  
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Table of Contents


 SCURRY 

Exhibit A-1 - Transmission Routes (17 pages) 
 Exhibit A-2 -
Substations (1 page) 
 Exhibit A-3 - Distribution Routes (1 page) 

Exhibit A-4 - Facility Sites (2 pages) 
 SHACKLEFORD 

Exhibit A-1 - Transmission Routes (3 pages) 
 Exhibit A-2 -
Substations (none) 
 Exhibit A-3 - Distribution Routes (1 page) 

Exhibit A-4 - Facility Sites (1 page) 
 SMITH 

Exhibit A-1 - Transmission Routes (42 pages) 
 Exhibit A-2 -
Substations (4 pages) 
 Exhibit A-3 - Distribution Routes (1 page) 

Exhibit A-4 - Facility Sites (2 pages) 
 Exhibit A-5 - Fee Land
at Generation Plants (none) 
 Exhibit A-6 - SESCO Transmission Routes (19 pages) 

SOMERVELL 
 Exhibit A-1 - Transmission Routes (3 pages)

 STEPHENS 
 Exhibit A-1 - Transmission Routes (12
pages) 
 Exhibit A-2 - Substations (1 page) 
 STERLING

 Exhibit A-1 - Transmission Routes (1 page) 
 Exhibit A-2
- Substations (none) 
 Exhibit A-3 - Distribution Routes (1 page) 

TARRANT 
 Exhibit A-1 - Transmission Routes (98 pages)

 Exhibit A-2 - Substations (12 pages) 
 Exhibit A-3 -
Distribution Routes (1 page) 

  
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Table of Contents


 Exhibit A-4 - Facility Sites (2 pages) 

Exhibit A-5 - Fee Land at Generation Plants (3 pages) 

TAYLOR 
 Exhibit A-1 - Transmission Routes (4 pages) 

TERRY 
 Exhibit A-1 - Transmission Routes (none) 

Exhibit A-2 - Substations (none) 
 Exhibit A-3 - Distribution
Routes (1 page) 
 THROCKMORTON 
 Exhibit A-1 -
Transmission Routes (2 pages) 
 TITUS 
 Exhibit A-1 -
Transmission Routes (2 pages) 
 TOM GREEN 
 Exhibit A-1
- Transmission Routes (none) 
 Exhibit A-2 - Substations (none) 

Exhibit A-3 - Distribution Routes (1 page) 
 TRAVIS 

Exhibit A-1 - Transmission Routes (3 pages) 
 Exhibit A-2 -
Substations (1 page) 
 Exhibit A-3 - Distribution Routes (1 page) 

TRINITY 
 Exhibit A-1 - Transmission Routes (none) 

Exhibit A-2 - Substations (none) 
 Exhibit A-3 - Distribution
Routes (1 page) 
 UPTON 
 Exhibit A-1 - Transmission
Routes (4 pages) 
 Exhibit A-2 - Substations (1 page) 

VAN ZANDT 
 Exhibit A-1 - Transmission Routes (40 pages)

 Exhibit A-2 - Substations (1 page) 

  
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Table of Contents


 Exhibit A-3 - Distribution Routes (1 page) 

Exhibit A-4 - Facility Sites (1 page) 
 WARD 

Exhibit A-1 - Transmission Routes (5 pages) 
 Exhibit A-2 -
Substations (1 page) 
 Exhibit A-3 - Distribution Routes (1 page) 

Exhibit A-4 - Facility Sites (1 page) 
 WICHITA 

Exhibit A-1 - Transmission Routes (33 pages) 
 Exhibit A-2 -
Substations (3 pages) 
 Exhibit A-3 - Distribution Routes (1 page) 

Exhibit A-4 - Facility Sites (2 pages) 
 WILBARGER 

Exhibit A-3 - Distribution Routes (1 page) 
 WILLIAMSON

 Exhibit A-1 - Transmission Routes (28 pages) 
 Exhibit
A-2 - Substations (2 pages) 
 Exhibit A-3 - Distribution Routes (1 page) 

Exhibit A-4 - Facility Sites (1 pages) 
 WINKLER 

Exhibit A-1 - Transmission Routes (4 pages) 
 Exhibit A-2 -
Substations (1 page) 
 Exhibit A-3 - Distribution Routes (1 page) 

WISE 
 Exhibit A-1 - Transmission Routes (31 pages) 

Exhibit A-2 - Substations (1 page) 
 Exhibit A-3 - Distribution
Routes (1 page) 
 Exhibit A-4 - Facility Sites (1 page) 

WOOD 
 Exhibit A-1 - Transmission Routes (1 page) 

  
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Table of Contents


 Exhibit A-2 - Substations (none) 

Exhibit A-3 - Distribution Routes (1 page) 
 YOUNG 

Exhibit A-1 - Transmission Routes (26 pages) 
 Exhibit A-2 -
Substations (1 page) 
 Exhibit A-4 - Facility Sites (2 pages) 

  
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Table of Contents


 EXHIBIT B 

MODIFICATIONS OF CLASS A MORTGAGES 
  

	•	 	Amend the 1983 Mortgage to add the following new definitions to Section 1.03: 

 The term
“Authorized Officer” shall mean the Chairman of the Board, the Vice Chairman, the President, any Vice President, the Treasurer, any Assistant Treasurer, or any other officer, manager or agent of the Company duly authorized pursuant to a
Resolution to act in respect of matters relating to this Indenture. 
 The term “Officer’s Certificate” shall mean a
certificate signed by an Authorized Officer of the Company and delivered to the Trustee. To the extent required by the provisions of Section 22.05 hereof, each such certificate shall include the statements provided for in such section. 

 

	•	 	Amend the 1983 Mortgage to change the term “Officers’ Certificate” to “Officer’s Certificate” wherever such term is used and to delete the definition of “Officers’
Certificate” in Section 1.03. 

  

	•	 	Amend the 1983 Mortgage to change subdivision (1) of Section 5.06 to read as follows: 


(1) an Officer’s Certificate requesting the Trustee to authenticate and deliver bonds, specifying the principal amount of bonds called
for, the series thereof and any other matters with respect thereto required by this Indenture; 
  

	•	 	Amend the 1983 Mortgage to change the words “the Resolution provided for in subdivision (1) of Section 5.06 hereof” to “the Officer’s Certificate provided for in subdivision (1) of
Section 5.06 hereof” wherever such words appear and change any references in this Indenture to the Resolution described in subdivision (1) of Section 5.06 to an Officer’s Certificate. 


 

	•	 	Amend the 1983 Mortgage to change the words “its Chairman of the Board, Chief Executive Officer, President or a Vice-President and its Secretary or an Assistant Secretary or its Treasurer or an Assistant
Treasurer” in Sections 4.01, 5.01, 6.01, and 7.01 to “an Authorized Officer”. 

  

	•	 	Amend the 1983 Mortgage to change the words “its Chairman of the Board, Chief Executive Officer, President or one of its Vice-Presidents” in Section 2.07 to “an Authorized Officer” and to delete
the words “and its corporate seal shall be thereon impressed or imprinted and attested by its Secretary or one of its Assistant Secretaries, whose signature may be facsimile” in Section 2.07. 


 

	•	 	Amend the 1983 Mortgage to change the words “the Chairman of the Board, Chief Executive Officer, President or a Vice-President” to “an Authorized Officer” wherever such words are used.


  

	•	 	Amend the 1983 Mortgage to change the title of Article VI to read as follows: 

 ISSUANCE OF
BONDS UPON RETIREMENT OF BONDS PREVIOUSLY OUTSTANDING HEREUNDER OR UPON ADDITIONAL BOND CREDITS 
  

	•	 	Amend the 1983 Mortgage to add the following new sections to Article VI after Section 6.02: 


  
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Table of Contents


 Section 6.03 The Trustee shall, from time to time, upon the written order or orders of the Company signed by
an Authorized Officer, authenticate and deliver bonds hereunder of one or more series of a principal amount up to and on the basis of any Additional Bond Credits (as defined in subdivision (2) of Section 6.04 hereof) not made the basis of
the authentication and delivery of any bonds after the most recent Valuation Date specified pursuant to Section 6.04 hereof, but only after the Trustee shall have received: 

 

	 	(1)	the Officer’s Certificate provided for in subdivision (1) of Section 5.06 hereof; 

  

	 	(2)	the Officer’s Certificate provided for in subdivision (2) of Section 5.06 hereof; 

  

	 	(3)	an Officer’s Certificate stating the amount of Additional Bond Credits made the basis of the authentication and delivery of the bonds described in such order or orders and stating that such Additional Bond Credits
have not been made the basis of the authentication and delivery of any bonds after the most recent Valuation Date (as defined in clause (a) of subdivision (1) of Section 6.04 hereof); 


 

	 	(4)	the Opinion of Counsel provided for in subdivision (8) of Section 5.06 hereof; 

  

	 	(5)	the Opinion of Counsel stating the signer’s opinion: 

  

	 	(a)	to the effect that (except as to paving, grading and other improvements to, under or upon public highways, bridges, parks or other public property of analogous character) this Indenture is, or upon delivery of, and/or
filing and/or recording in the proper places and manner of, the instruments of conveyance, assignment or transfer, if any, specified in said opinion, will be, a lien on the Mortgaged and Pledged Property, subject to no lien thereon prior or equal to
the Lien of this Indenture, except Qualified Liens and Excepted Encumbrances; and 

  

	 	(b)	as to the general nature and extent of any Qualified Liens existing upon any Mortgaged and Pledged Property, and the principal amount of the then Outstanding Qualified Lien Bonds secured thereby, if any; and


  

	 	(6)	copies of the certificates, or other documents, if any, specified in the Opinion of Counsel provided for in subdivision (4) of this Section. 


 

	Section 6.04.	The Company may establish or, from time to time, reestablish the amount of Additional Bond Credits available hereunder by delivering to the Trustee the following: 


 

	 	(1)	an Engineer’s Certificate 

  

	 	(a)	stating the aggregate fair value to the Company in the opinion of the signers of the Mortgaged and Pledged Property as of a specified date (the “Valuation Date”); 


 

	 	(b)	stating the aggregate Cost of the Mortgaged and Pledged Property as of the Valuation Date; 

  

	 	(c)	stating the amount of Bondable Value hereunder, which amount shall be equal to 70% of the lower of the amounts stated pursuant to clauses (a) and (b) this subdivision; and 


 

	 	(d)	 describing any Mortgaged and Pledged Property that includes any property (herein referred to as “Prior Use Property”)(A) that within six




  
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months prior to the date of acquisition thereof by the Company, has been used operated by others than the Company in a business similar to that in which it has been or is to be used or operated
by the Company, (B) that has a fair value to the Company of not less than $25,000 and not less than 1% of the aggregate principal amount of bonds then Outstanding, and (C) the fair value to the Company of which has not been the subject of
an Independent Engineer’s Certificate previously furnished to the Trustee. 

  

	 	(2)	an Officer’s Certificate stating the amount of Additional Bond Credits hereunder, which amount shall be equal to the excess on the Valuation Date of (a) the amount of Bondable Value as stated in the
Engineer’s Certificate referred to in subdivision (1) of this Section 6.04 over (b) the sum of the aggregate principal amount of bonds Outstanding hereunder, the aggregate principal amount of any indebtedness secured by a lien on
the Mortgaged and Pledged Property prior to the Lien of this Indenture and the aggregate principal amount of Retired Bonds eligible as the basis for the authentication and delivery of bonds under the provisions of Section 6.01 hereof;


  

	 	(3)	an Independent Engineer’s Certificate stating the aggregate fair value to the Company on the Valuation Date in the opinion of the signer of any Prior Use Property described in the accompanying Engineer’s
Certificate. 

  

	•	 	Amend the 1983 Mortgage to revise the definition of Funded Property in Section 1.05 as follows: 


Clause (1) shall be revised to read as follows: “all Mortgaged and 

Pledged Property owned by the Company on the most recent Valuation Date specified pursuant to Section 6.04 hereof;” 

The words “Property Additions acquired after the most recent Valuation Date” shall be substituted for the words “Property
Additions” in clauses (2), (3), (4) and (5). 
 Clauses (6) and (7), and any references thereto, shall be deleted. 

 

	•	 	Amend the 1983 Mortgage to add the following to the third paragraph in Section 1.05: 

 As
of and after each Valuation Date, any property released from the Lien hereof before such Valuation Date shall no longer be deemed to be Funded Property retired for purposes of Section 1.04 hereof. Any property released from the Lien hereof
shall not thereafter become subject to the Lien hereof even if the Company continues to own such property unless the Company shall deliver to the Trustee a written instrument expressly subjecting such property to the Lien hereof. 

 

	•	 	Amend the 1983 Mortgage to change clause (a) of subdivision (2) of Section 13.03 to read as follows: 


(a) that the Company has elected to release the property described in the accompanying Officer’s Certificate referred to in subdivision
(1) of this Section 13.03; 
  

	•	 	Amend the 1983 Mortgage to add the following to the definition of “Board of Directors” in Section 1.01: 


  
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Table of Contents


 To the extent that any provision of this Indenture, including any covenant, condition or
condition precedent, requires that any action be taken by the Board of Directors, such provision shall be deemed satisfied and complied with if such action is taken by an Authorized Officer pursuant to authorization by the Board of Directors. 

 

	•	 	Amend the 1983 Mortgage to add the following to the definition of “Resolution” in Section 1.03: 


To the extent that any provision of this Indenture, including any covenant, condition or condition precedent, requires a Resolution, such
provision shall be deemed satisfied and complied with by an Officer’s Certificate pursuant to authorization by the Board of Directors. 

  
 B-4