ceg-20211231x10kxexh411






Execution Version     DMFIRM #401287819 v4  INDENTURE  by and between  CONSTELLATION ENERGY GENERATION, LLC  and  DEUTSCHE BANK TRUST COMPANY AMERICAS  Dated as of February 9, 2022  





 






  i      TABLE OF CONTENTS  Page  ARTICLE I DEFINITIONS .........................................................................................................1  Section 1.1 Certain Terms Defined .................................................................................1  ARTICLE II SECURITIES ..........................................................................................................6  Section 2.1 Forms Generally...........................................................................................6  Section 2.2 Form Of Trustee’s Certificate Of Authentication ........................................6  Section 2.3 Amount Unlimited; Issuable In Series .........................................................6  Section 2.4 Authentication And Delivery Of Securities .................................................8  Section 2.5 Execution Of Securities .............................................................................10  Section 2.6 Certificate Of Authentication .....................................................................11  Section 2.7 Denomination And Date Of Securities; Payment Of Interest ....................11  Section 2.8 Registration, Transfer And Exchange ........................................................12  Section 2.9 Mutilated, Defaced, Destroyed, Lost And Stolen Securities .....................14  Section 2.10 Cancellation Of Securities; Destruction Thereof .......................................15  Section 2.11 Temporary Securities .................................................................................15  ARTICLE III COVENANTS OF THE ISSUER ......................................................................16  Section 3.1 Payment Of Principal And Interest ............................................................16  Section 3.2 Offices For Payments, Etc .........................................................................16  Section 3.3 Appointment To Fill A Vacancy In Office Of Trustee ..............................16  Section 3.4 Paying Agents ............................................................................................17  Section 3.5 Compliance Certificates .............................................................................17  Section 3.6 Corporate Existence ...................................................................................18  Section 3.7 The Issuer May Not Merge ........................................................................18  ARTICLE IV SECURITYHOLDER LISTS AND REPORTS BY THE ISSUER  AND THE TRUSTEE ......................................................................................................18  Section 4.1 Issuer To Furnish Trustee Information As To Names And  Addresses Of Securityholders ....................................................................18  Section 4.2 Reports By The Issuer ................................................................................19  ARTICLE V REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON  EVENT OF DEFAULT ...................................................................................................20  Section 5.1 Event Of Default Defined, Acceleration Of Maturity; Waiver Of  Default........................................................................................................20  Section 5.2 Collection Of Indebtedness By Trustee; Trustee May Prove Debt ............23  Section 5.3 Application Of Proceeds ............................................................................24  Section 5.4 Suits For Enforcement ...............................................................................25  Section 5.5 Restoration Of Rights On Abandonment Of Proceedings .........................25  Section 5.6 Limitations On Suits By Securityholders ..................................................26  Section 5.7 Unconditional Right Of Securityholders To Institute Certain Suits ..........26  Section 5.8 Powers And Remedies Cumulative; Delay Or Omission Not  Waiver Of Default......................................................................................26  





 






  ii      Section 5.9 Control By Holders Of Securities ..............................................................27  Section 5.10 Waiver Of Past Defaults ............................................................................27  Section 5.11 Trustee To Give Notice Of Default, But May Withhold In Certain  Circumstances ............................................................................................27  Section 5.12 Waiver of Stay or Extension Laws ............................................................28  Section 5.13 Right Of Court To Require Filing Of Undertaking To Pay Costs .............28  ARTICLE VI CONCERNING THE TRUSTEE ......................................................................28  Section 6.1 Duties And Responsibilities Of The Trustee; During Default; Prior  To Default ..................................................................................................28  Section 6.2 Certain Rights Of The Trustee ...................................................................29  Section 6.3 Trustee Not Responsible For Recitals, Disposition Of Securities Or  Application Of Proceeds Thereof ..............................................................31  Section 6.4 Trustee And Agents May Hold Securities; Collections, Etc......................31  Section 6.5 Held By Trustee .........................................................................................31  Section 6.6 Compensation And Indemnification Of Trustee And Its Prior  Claim ..........................................................................................................31  Section 6.7 Right Of Trustee To Rely On Officer’s Certificate, Etc ............................32  Section 6.8 Indentures Not Creating Potential Conflicting Interests For The  Trustee........................................................................................................32  Section 6.9 Qualification Of Trustee; Conflicting Interests .........................................32  Section 6.10 Persons Eligible For Appointment As Trustee ..........................................33  Section 6.11 Resignation And Removal; Appointment Of Successor Trustee ...............33  Section 6.12 Acceptance Of Appointment By Successor Trustee ..................................34  Section 6.13 Merger, Conversion, Consolidation Or Succession To Business Of  Trustee........................................................................................................35  Section 6.14 Preferential Collection Of Claims Against The Issuer ..............................36  Section 6.15 Appointment Of Authenticating Agent ......................................................36  ARTICLE VII CONCERNING THE SECURITYHOLDERS ...............................................37  Section 7.1 Evidence Of Action Taken By Securityholders .........................................37  Section 7.2 Proof Of Execution Of Instruments And Of Holding Of Securities ..........37  Section 7.3 Holders To Be Treated As Owners ............................................................38  Section 7.4 Securities Owned By Issuer Deemed Not Outstanding .............................38  Section 7.5 Right Of Revocation Of Action Taken ......................................................38  ARTICLE VIII SUPPLEMENTAL INDENTURES ................................................................39  Section 8.1 Supplemental Indentures Without Consent Of Securityholders ................39  Section 8.2 Supplemental Indentures With Consent Of Securityholders .....................41  Section 8.3 Effect Of Supplemental Indenture .............................................................42  Section 8.4 Documents To Be Given To Trustee .........................................................42  Section 8.5 Notation On Securities In Respect Of Supplemental Indentures ...............42  ARTICLE IX SATISFACTION AND DISCHARGE OF INDENTURE;  UNCLAIMED MONEYS ................................................................................................43  Section 9.1 Satisfaction And Discharge Of Indenture ..................................................43  





 






  iii      Section 9.2 Application By Trustee Of Funds Deposited For Payment Of  Securities ....................................................................................................46  Section 9.3 Repayment Of Moneys Held By Paying Agent .........................................47  Section 9.4 Return Of Moneys Held By Trustee And Paying Agent Unclaimed  For Two Years ...........................................................................................47  Section 9.5 Indemnity For U.S. Government Of Obligations .......................................47  ARTICLE X MISCELLANEOUS PROVISIONS ...................................................................47  Section 10.1 Incorporators, Shareholders, Officers And Directors Of Issuer  Exempt From Individual Liability .............................................................47  Section 10.2 Provisions Of Indenture For The Sole Benefit Of Parties And  Holders Of Securities .................................................................................47  Section 10.3 Successors And Assigns Of Issuer Bound By Indenture ...........................48  Section 10.4 Notices And Demands On Issuer, Trustee And Holders Of  Securities ....................................................................................................48  Section 10.5 Officer’s Certificates And Opinions Of Counsel; Statements To Be  Contained Therein ......................................................................................48  Section 10.6 Payments Due On Saturdays, Sundays And Holidays ...............................49  Section 10.7 Conflict Of Any Provision Of Indenture With Trust Indenture Act ..........50  Section 10.8 Governing Law; Waiver of Jury Trial; FATCA ........................................50  Section 10.9 Waiver of Jury Trial; FATCA....................................................................50  Section 10.10 FATCA ......................................................................................................50  Section 10.11 Counterparts ...............................................................................................50  Section 10.12 Effect Of Headings ....................................................................................51  ARTICLE XI REDEMPTION OF SECURITIES AND SINKING FUNDS .........................51  Section 11.1 Applicability Of Article .............................................................................51  Section 11.2 Notice Of Redemption; Partial Redemptions ............................................51  Section 11.3 Payment Of Securities Called For Redemption .........................................52  Section 11.4 Exclusion Of Certain Securities From Eligibility For Selection For  Redemption ................................................................................................53  Section 11.5 Mandatory And Optional Sinking Funds ...................................................53      





 






  1        THIS INDENTURE, dated as of February 9, 2022, by and between CONSTELLATION  ENERGY GENERATION, LLC, a Pennsylvania limited liability company (the “Issuer”), and  DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as  trustee (the “Trustee”),  W I T N E S S E T H:  WHEREAS, the Issuer has duly authorized the issue from time to time of its unsecured  debentures, notes or other evidences of indebtedness to be issued in one or more series (the  “Securities”) up to such principal amount or amounts as may from time to time be authorized in  accordance with the terms of this Indenture;  WHEREAS, the Issuer has duly authorized the execution and delivery of this Indenture to  provide, among other things, for the authentication, delivery and administration of the Securities;  and  WHEREAS, all things necessary to make this Indenture a valid indenture and agreement  according to its terms have been done;  NOW, THEREFORE, in consideration of the premises and the purchases of the Securities  by the holders thereof, and intending to be legally bound hereby, the Issuer and the Trustee  mutually covenant and agree for the equal and proportionate benefit of the respective holders from  time to time of the Securities and of the coupons, if any, appertaining thereto as follows:  ARTICLE I  DEFINITIONS  Section 1.1 Certain Terms Defined. Each of the following terms (except as otherwise  expressly provided or unless the context otherwise clearly requires) for all purposes of this  Indenture and of any indenture supplemental hereto shall have the meanings specified in this  Section. Every other term used in this Indenture that is defined in the Trust Indenture Act of 1939,  as amended (the “Trust Indenture Act”), or the definitions of which in the Securities Act of 1933,  as amended (the “Securities Act”), are referred to in the Trust Indenture Act, including terms  defined therein by reference to the Securities Act (except as herein otherwise expressly provided  or unless the context otherwise requires), shall have the meaning assigned to such term in the Trust  Indenture Act and in the Securities Act as in effect from time to time. Each accounting term used  herein and not expressly defined shall have the meaning assigned to such term in accordance with  generally accepted accounting principles, and the term “generally accepted accounting principles”  means such accounting principles as are generally accepted in the United States of America at the  time of any computation unless a different time shall be specified with respect to such series of  Securities as provided for in Section 2.3. 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. The terms defined in this Article have the meanings assigned to them in this  Article and include the plural as well as the singular.  





 






  2        “Affiliate” has the same meaning as given to that term in Rule 405 of the Securities Act or  any successor provision.  “Authenticating Agent” shall have the meaning set forth in Section 6.15.  “Business Day” means, with respect to any Security, any day that is not a Saturday, a  Sunday or a day on which commercial banking institutions in New York City or in the city in  which the Corporate Trust Office of the Trustee is located are generally authorized or required by  law or executive order to be closed.  “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 and delivery of  this Indenture such Commission is not existing and performing the duties now assigned to it under  the Trust Indenture Act, then the body performing such duties on such date.  “Corporate Trust Office” means the office of the Trustee at which the corporate trust  business of the Trustee shall, at any particular time, be principally administered, which office is,  as of the date of this Indenture, located at 1 Columbus Circle 17th Floor MS:NYC01-1710  New  York, New York 10019, Attention: Trust & Agency Services, Corporates Team/SF7147.  “Covenant Defeasance” shall have the meaning set forth in Section 9.1(d).  “Depository” means, with respect to the Securities of any series issuable or issued in the  form of one or more Registered Global Securities, the Person designated as Depository by the  Issuer pursuant to Section 2.3 until a successor Depository shall have become such pursuant to the  applicable provisions of this Indenture, and thereafter “Depository” shall mean or include each  Person who is then a Depository hereunder, and if at any time there is more than one such Person,  “Depository” as used with respect to the Securities of any such series shall mean the Depository  with respect to the Registered Global Securities of that series.  “Dollar” or “$” means the coin or currency of the United States of America as at the time  of payment is legal tender for the payment of public and private debts.  “Electronic Signature” means any electronic signature covered by the Electronic  Signatures in Global and National Commerce Act of 2000, Uniform Electronic Transactions Act,  the Electronic Signatures and Records Act or other applicable law (e.g., www.docusign.com).  “Event of Default” means any event or condition specified as such in Section 5.1.  “Exchange Act” means the Securities Exchange Act of 1934, as amended.  “Governing Body” means the governing body of the Issuer or any duly authorized  committee of that body.   “Governing Body Resolution” means a copy of one or more resolutions, certified by the  secretary or an assistant secretary of the Issuer to have been duly adopted or consented to by the  Governing Body and to be in full force and effect, and delivered to the Trustee.  





 






  3        “Holder,” “Holder of Securities,” “Securityholder” or any other similar term means the  Person in whose name such Security is registered in the security register kept by the Issuer for that  purpose in accordance with the terms hereof.  “Indenture” means this instrument as originally executed and delivered or, if amended or  supplemented as herein provided, as so amended or supplemented or both, and shall include the  forms and terms of particular series of Securities established as contemplated hereunder.  “IRS” means the Internal Revenue Service of the United States Department of the  Treasury, or any successor entity.  “Issuer” means Constellation Energy Generation, LLC, a Pennsylvania limited liability  company, and its successors and assigns.  “Issuer Order” means a written statement, request or order of the Issuer signed in its name  by the President, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary, any  Assistant Secretary or any other officer or agent of the Issuer, as the case may be, duly authorized  by the Governing Body to act in respect of matters relating to this Indenture.  “Non-U.S. Person” means any Person that is not a “U.S. person” as such term is defined in  Rule 902 of the Securities Act.  “Officer’s Certificate” means a certificate signed by the President, any Vice President, the  Treasurer, any Assistant Treasurer, the Secretary, any Assistant Secretary or any other officer or  agent of the Issuer, as the case may be, duly authorized by the Governing Body to act in respect of  matters relating to this Indenture. Each such certificate shall comply with Section 314 of the Trust  Indenture Act and include the statements provided for in Section 10.5.  “Officer of the Issuer” means the Chief Executive Officer, the President, the Chief  Operating Officer, the Chief Financial Officer, the Chief Accounting Officer, the General Counsel,  the Treasurer, any Assistant Treasurer, the Secretary, the Controller, Assistant Secretary or any  Vice-President of the Issuer.  “Opinion of Counsel” means an opinion in writing signed by legal counsel who may be an  employee of the Issuer or other counsel satisfactory to the Trustee. Each such opinion shall comply  with Section 314 of the Trust Indenture Act and include the statements provided for in  Section 10.5.  “Original Issue Date” of any Security (or portion thereof) means the earlier of (a) the date  of such Security or (b) the date of any Security (or portion thereof) for which such Security was  issued (directly or indirectly) on registration of transfer, exchange or substitution.  “Original Issue Discount Security” means any Security that 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 5.1.  





 






  4        “Outstanding” when used with reference to Securities, means, except as otherwise provided  in Section 7.4, as of any particular time, all Securities authenticated and delivered by the Trustee  under this Indenture, except:  (1) Securities theretofore canceled by the Trustee or delivered  to the Trustee for cancellation;  (2) Securities, or portions thereof, for the payment or  redemption of which moneys or U.S. Government Obligations (as provided for in  Section 9.1) in the necessary amount shall have been deposited in trust with the  Trustee or with any paying agent (other than the Issuer) or shall have been set aside,  segregated and held in trust by the Issuer for the Holders of such Securities (if the  Issuer shall act as its own paying agent); PROVIDED that if such Securities, or  portions thereof, are to be redeemed prior to the maturity thereof, notice of such  redemption shall have been given as herein provided, or provisions satisfactory to  the Trustee shall have been made for giving such notice; and  (3) Securities which shall have been paid or in substitution for  which other Securities shall have been authenticated and delivered pursuant to the  terms of Section 2.9 (except with respect to any such Security as to which proof  satisfactory to the Trustee is presented that such Security is held by a Person in  whose hands such Security is a legal, valid and binding obligation of the Issuer). In  determining whether the Holders of the requisite principal amount of Outstanding  Securities of any or all series have given any request, demand, authorization,  direction, notice, consent or waiver hereunder, the principal amount of an Original  Issue 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 5.1.  “Periodic Offering” means an offering of Securities of a series from time to time, 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 Issuer or its agents upon the issuance of such Securities.  “Person” means any individual, corporation, partnership, limited liability company, joint  venture, association, joint stock company, trust, unincorporated organization or government or any  agency or political subdivision thereof.  “principal” whenever used with reference to the Securities or any Security or any portion  thereof, shall be deemed to include “and premium, if any,” and as to any Original Issue Discount  Security means the amount less than the principal amount thereof to be due and payable upon a  declaration of acceleration of the maturity thereof pursuant to Section 5.1; PROVIDED that such  inclusion of premium, if any, shall under no circumstances result in the double counting of such  premium for the purpose of any calculation required hereunder.  





 






  5        “record date” shall have the meaning set forth in Section 2.7.  “Registered Global Security” means a Security evidencing all or a part of a series of  Registered Securities, issued to the Depository for such series in accordance with Section 2.4, and  bearing the legend prescribed in Section 2.4 and any other legend required by the Depository for  such series.  “Registered Security” means any Security registered on the Security register of the Issuer.  “Responsible Officer” when used with respect to the Trustee means the officer at the  Corporate Trust Office of the Trustee having direct responsibility for administration of this  Indenture, or any other officer to whom a matter arising under this Indenture is referred because  of his or her knowledge of and familiarity with the particular subject.  “Security” or “Securities” (except as otherwise provided in Section 7.4) has the meaning  stated in the first recital of this Indenture.  “Securities Act” means the Securities Act of 1933, as amended.  “Subsidiary” means a corporation or other entity of which at least a majority of the  outstanding voting stock or other ownership or economic interests having ordinary voting power  to elect a majority of the board of directors (or equivalent body) is held, directly or indirectly, by  the Issuer or by one or more of its Subsidiaries, or by the Issuer and one or more of its Subsidiaries.  For the purposes of this definition, “voting stock” means stock or other ownership or economic  interest which ordinarily has voting power for the election of directors, whether at all times or only  so long as no senior class of stock or other ownership or economic interest has such voting power  by reason of any contingency.  “Trustee” means the Person identified as “Trustee” in the first paragraph hereof and,  subject to the provisions of Article VI, shall also include any successor trustee. “Trustee” shall  also 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 the Securities of such series.  “U.S. Government Obligations” means direct obligations of the United States of America  or obligations of a Person controlled or supervised by and acting as an agency or instrumentality  of the United States, the timely payment of which is unconditionally guaranteed as a full faith and  credit obligation of the United States, which are not callable or redeemable at the option of the  issuer thereof.  “Yield to Maturity” means the yield to maturity on a series of Securities, calculated at the  time of issuance of such series, or, if applicable, at the most recent redetermination of interest on  such series, and calculated in accordance with accepted financial practice.  





 






  6        ARTICLE II  SECURITIES  Section 2.1 Forms Generally. The Securities of each series shall be substantially in such  form or forms thereof established in one or more supplemental indentures hereto establishing such  series or in one or more Governing Body Resolutions establishing such series, or in one or more  Officer’s Certificates pursuant to such supplemental indentures or Governing Body Resolutions,  in each case with such appropriate insertions, omissions, substitutions and other variations as are  required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon  such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as  may be required to comply with any law or with any rules or regulations pursuant thereto, or with  any rules of any securities exchange or to conform to general usage, all as may be determined by  the officers executing such Securities, as evidenced by their execution of such Securities. The  definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may  be produced in any other manner, all as determined by the officers executing such Securities as  evidenced by their execution of such Securities.  Section 2.2 Form Of Trustee’s Certificate Of Authentication. The Trustee’s certificate  of authentication on all Securities shall be in substantially the following form:  “This is one of the Securities referred to in the within-mentioned Indenture.    [Name of Trustee]  Dated:___________      By        Authorized Signatory”    If at any time there shall be an Authenticating Agent appointed with respect to any series  of Securities, then the Trustee’s Certificate of Authentication to be borne by the Securities of each  such series shall be substantially as follows:  “This is one of the Securities referred to in the within-mentioned Indenture.   Dated:___________        as Authenticating Agent        By        Authorized Signatory”     Section 2.3 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. There shall be established in or pursuant  to one or more supplemental indentures hereto, Governing Body Resolutions or Officer’s  Certificates (and to the extent established pursuant to but not set forth in a Governing Body  





 






  7        Resolution, in a supplemental indenture hereto or an Officer’s Certificate detailing such  establishment), prior to the initial issuance of Securities of any series,  (1) the designation of the Securities of the series, which shall  distinguish the Securities of the series from the Securities of all other series, and  which may be part of a series of Securities previously issued;  (2) any limit upon the aggregate principal amount of the  Securities of the series that 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 the series pursuant to  Section 2.8, 2.9, 2.11, 8.5 or 11.3);  (3) the date or dates on which the principal of the Securities of  the series is payable;  (4) the rate or rates at which the Securities of the series shall  bear interest, if any, the date or dates from which such interest shall accrue, on  which such interest shall be payable, the terms and conditions of any deferral of  interest and the additional interest, if any, thereon, the right, if any, of the Issuer to  extend the interest payment periods and the duration of the extensions and (in the  case of Registered Securities) the date or dates on which a record shall be taken for  the determination of Holders to whom interest is payable and/or the method by  which such rate or rates or date or dates shall be determined;  (5) the place or places where and the manner in which, the  principal of and any interest on Securities of the series shall be payable;  (6) the right, if any, of the Issuer to redeem Securities, in whole  or in part, at its option and the period or periods within which, or the date or dates  on which, the price or prices at which and any terms and conditions upon which  Securities of the series may be so redeemed, pursuant to any sinking fund or  otherwise;  (7) the obligation, if any, of the Issuer to redeem, purchase or  repay Securities of the series pursuant to any mandatory redemption, sinking fund  or analogous provisions or at the option of a Holder thereof, and the price or prices  at which and the period or periods within which or the date or dates on which and  any terms and conditions upon which Securities of the series shall be redeemed,  purchased or repaid, in whole or in part, pursuant to such obligation;  (8) if other than minimum denominations of $2,000 and integral  multiples of $1,000 in excess thereof;  (9) the percentage of the principal amount at which the  Securities will be issued, and, if other than the principal amount thereof, the portion  





 






  8        of the principal amount of Securities of the series which shall be payable upon  declaration of acceleration of the maturity thereof;  (10) whether the Securities of the series will be issuable as  unregistered securities (with or without coupons), any restrictions applicable to the  offer, sale or delivery of unregistered securities or the payment of interest thereon  and, the terms upon which unregistered securities of any series may be exchanged  for Registered Securities of such series and vice versa;  (11) whether and under what circumstances the Issuer will pay  additional amounts on the Securities of the series held by a Person who is not a U.S.  Person in respect of any tax, assessment or governmental charge withheld or  deducted and, if so, whether the Issuer will have the option to redeem the Securities  of the series rather than pay such additional amounts;  (12) if the Securities of the series are to be issuable in definitive  form (whether upon original issue or upon exchange of a temporary Security of  such series) only upon receipt of certain certificates or other documents or  satisfaction of other conditions, the form and terms of such certificates, documents  or conditions;  (13) any trustees, depositories, authenticating or paying agents,  transfer agents or registrars of any other agents with respect to the Securities of  such series;  (14) any deletion from, modification of or addition to the Events  of Default or covenants with respect to the Securities of such series; and  (15) any other terms of the series (which terms shall not be  inconsistent with the provisions of the Trust Indenture Act, but may modify, amend,  supplement or delete any of the terms of this Indenture with respect to such series).  All Securities of any one series shall be substantially identical, except in the case of  Registered Securities as to denomination and except as may otherwise be provided by or pursuant  to the Governing Body Resolution or Officer’s Certificate referred to above. All Securities of any  one series need not be issued at the same time and may be issued from time to time, consistent  with the terms of this Indenture, if so provided by or pursuant to such Governing Body Resolution  or such Officer’s Certificate.  Section 2.4 Authentication And Delivery Of Securities. The Issuer may deliver  Securities of any series executed by the Issuer to the Trustee for authentication together with the  applicable documents referred to below in this Section 2.4, and the Trustee shall thereupon  authenticate and deliver such Securities to or upon the order of the Issuer (contained in the Issuer  Order referred to below in this Section) or pursuant to such procedures acceptable to the Trustee  and to such recipients as may be specified from time to time by an Issuer Order. The maturity date,  original issue date, interest rate and any other terms of the Securities of such series shall be  





 






  9        determined by or pursuant to such Issuer Order and procedures. If provided for in such procedures,  such Issuer Order may authorize authentication and delivery pursuant to oral or electronic  instructions from the Issuer or its duly authorized agent or agents, which instructions, if oral, shall  be promptly confirmed in writing. In authenticating such Securities and accepting the additional  responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to  receive (in the case of subparagraphs (2), (3) and (4) below only at or before the time of the first  request of the Issuer to the Trustee to authenticate Securities of such series) and (subject to  Section 6.1) shall be fully protected in relying upon, the following enumerated documents unless  and until such documents have been superseded or revoked:  (1) an Issuer Order requesting such authentication and setting  forth delivery instructions if the Securities are not to be delivered to the Issuer;  PROVIDED that, with respect to Securities of a series subject to a Periodic  Offering, (a) such Issuer Order may be delivered by the Issuer to the Trustee prior  to the delivery to the Trustee of such Securities for authentication and delivery,  (b) the Trustee shall authenticate and deliver Securities of such series for original  issue from time to time, in an aggregate principal amount not exceeding the  aggregate principal amount established for such series, pursuant to an Issuer Order  or pursuant to procedures acceptable to the Trustee as may be specified from time  to time by an Issuer Order, (c) the maturity date or dates, original issue date or  dates, interest rate or rates and any other terms of Securities of such series shall be  determined by an Issuer Order or pursuant to such procedures and (d) if provided  for in such procedures, such Issuer Order may authorize authentication and delivery  pursuant to oral or electronic instructions from the Issuer or its duly authorized  agent or agents, which instructions, if oral, shall be promptly confirmed in writing;  (2) any supplemental indenture hereto, Governing Body  Resolution and/or Officer’s Certificate referred to in Section 2.1 and 2.3 by or  pursuant to which the forms and terms of the Securities were established;  (3) an Officer’s Certificate setting forth the form or forms and  terms of the Securities stating that the form or forms and terms of the Securities  have been established pursuant to Sections 2.1 and 2.3 and comply with this  Indenture, and covering such other matters as the Trustee may reasonably request;  and  (4) At the option of the Issuer, either one or more Opinions of  Counsel complying with Section 10.5, or a letter addressed to the Trustee  permitting it to rely on one or more Opinions of Counsel complying with  Section 10.5.  In rendering such opinions, such counsel may rely upon opinions of other counsel (copies  of which shall be delivered to the Trustee) reasonably satisfactory to the Trustee, in which case  the opinion shall state that counsel believes that counsel and the Trustee are entitled so to rely.  Such counsel may also state that, insofar as such opinion involves factual matters, counsel has  





 






  10        relied, to the extent he deems proper, upon certificates of officers of the Issuer and its Subsidiaries  and certificates of public officials.  The Trustee shall have the right to decline to authenticate and deliver any Securities under  this Section 2.4 if the Trustee shall determine that such action would expose the Trustee to personal  liability to existing Holders or would affect the Trustee’s own rights, duties or immunities under  the Securities, this Indenture or otherwise.  If the Issuer shall establish pursuant to Section 2.3 that the Securities of a series are to be  issued in the form of one or more Registered Global Securities, then the Issuer shall execute and  the Trustee shall, in accordance with this Section and the Issuer Order with respect to such series,  authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall  be denominated in an amount equal to the aggregate principal amount of all of the Securities of  such series issued and not yet canceled, (ii) shall be registered in the name of the Depository for  such Registered Global Security or Securities or the nominee of such Depository, (iii) shall be  delivered by the Trustee to such Depository or delivered or held pursuant to such Depository’s  instructions and (iv) shall bear a legend substantially to the following effect: “Unless and until it  is exchanged in whole or in part for Securities in definitive registered form, this Security may not  be transferred except as a whole by the Depository to the nominee of the Depository or by a  nominee of the Depository to the Depository or another nominee of the Depository or by the  Depository or any such nominee to a successor Depository or a nominee of such successor  Depository.”  Each Depository designated pursuant to Section 2.3 must, at the time of its designation and  at all times while it serves as Depository, be a clearing agency registered under the Exchange Act  and any other applicable statute or regulation.  Section 2.5 Execution Of Securities. The Securities shall be signed on behalf of the  Issuer by an Officer of the Issuer, and may be, but need not be, under its corporate seal which may,  but need not, be attested. Such signatures may be manual signatures, facsimiles, or  Electronic  Signatures, and may be delivered by telecopier, facsimile or other electronic transmission (e.g. a  “pdf” or “tif”). The seal of the Issuer may be in the form of a facsimile thereof and may be  impressed, affixed, imprinted or otherwise reproduced on the Securities. Typographical and other  minor errors or defects in any such reproduction of the seal or any such signature shall not affect  the validity or enforceability of any Security that has been duly authenticated and delivered by the  Trustee.  In case any Officer of the Issuer who shall have signed any of the Securities shall cease to  be such officer before the Security so signed shall be authenticated and delivered by the Trustee  or disposed of by the Issuer, such Security nevertheless may be authenticated and delivered or  disposed of as though the Person who signed such Security had not ceased to be such Officer of  the Issuer; and any Security may be signed on behalf of the Issuer by such Persons as, at the actual  date of the execution of such Security shall be the proper Officers of the Issuer, although at the  date of the execution and delivery of this Indenture any such Person was not such an officer.  





 






  11        Section 2.6 Certificate Of Authentication. Only such Securities as shall bear thereon a  certificate of authentication substantially in the form hereinbefore recited, executed by the Trustee  by the signature of its authorized officers (including, manual signatures, facsimiles, or Electronic  Signatures), which may be delivered by telecopier, facsimile or other electronic transmission (e.g.  a “pdf” or “tif”, which shall be effective as delivery of a manually executed counterpart thereof)  shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. The  execution of such certificate by the Trustee upon any Security executed by the Issuer shall be  conclusive evidence that the Security so authenticated has been duly authenticated and delivered  hereunder and that the Holder is entitled to the benefits of this Indenture.  Section 2.7 Denomination And Date Of Securities; Payment Of Interest. Unless  otherwise provided in Section 2.3, the Securities of each series shall be issuable as Registered  Securities in minimum denominations of $2,000 and any integral multiples of $1,000 in excess  thereof. The Securities of each series shall be numbered, lettered or otherwise distinguished in  such manner or in accordance with such plan as the officers of the Issuer executing the same may  determine with the approval of the Trustee, as evidenced by the execution and authentication  thereof.  Each Registered Security shall be dated the date of its authentication. The Securities of  each series shall bear interest, if any, from the date, and such interest shall be payable on the dates,  established as contemplated by Section 2.3.  The Person in whose name any Registered Security of any series is registered at the close  of business on any record date applicable to a particular series with respect to any interest payment  date for such series shall be entitled to receive the interest, if any, payable on such interest payment  date notwithstanding any transfer or exchange of such Registered Security subsequent to the record  date and prior to such interest payment date, except if and to the extent the Issuer shall default in  the payment of the interest due on such interest payment date for such series, in which case such  defaulted interest shall be paid to the Persons in whose names Outstanding Registered Securities  for such series are registered at the close of business on a subsequent record date (which shall be  not less than five Business Days prior to the date of payment of such defaulted interest) established  by notice given by mail by or on behalf of the Issuer to the Holders of Registered Securities not  less than 15 days preceding such subsequent record date. The term “record date” as used with  respect to any interest payment date (except a date for payment of defaulted interest) for the  Securities of any series shall mean the date specified as such in the terms of the Registered  Securities of such series established as contemplated by Section 2.3, or, if no such date is so  established, if such interest payment date is the first day of a calendar month, the fifteenth day of  the preceding calendar month or, if such interest payment date is the fifteenth day of a calendar  month, the first day of such calendar month, whether or not such record date is a Business Day.  Except as the Issuer and the Trustee may agree otherwise agree, the Issuer shall promptly file with  the Trustee following the end of each calendar year a written notice specifying the amount of  original issue discount accrued on the Outstanding Original Issue Discount Securities for the  previous calendar year, including daily rates and accrual periods, and such other information  relating to original issue discount as may be required under the Internal Revenue Code of 1986  and applicable regulations, as amended from time to time.  





 






  12        Section 2.8 Registration, Transfer And Exchange. The Issuer will keep at each office or  agency to be maintained for the purpose as provided in Section 3.2 for each series of Securities a  register or registers in which, subject to such reasonable regulations as the Issuer may prescribe, it  will provide for the registration of Registered Securities of such series and the registration of  transfer of Registered Securities of such series. Such register shall be in written form in the English  language or in any other form capable of being converted into such form within a reasonable time.  At all reasonable times such register or registers shall be open for inspection by the Trustee.  Upon due presentation for registration of transfer of any Registered Security of any series  at any such office or agency to be maintained for the purpose as provided in Section 3.2, the Issuer  shall execute and the Trustee shall authenticate and deliver in the name of the transferee or  transferees a new Registered Security or Registered Securities of the same series, maturity date,  interest rate and original issue date in authorized denominations for a like aggregate principal  amount.  At the option of the Holder thereof, Registered Securities of any series (other than a  Registered Global Security, except as set forth below) may be exchanged for a Registered Security  or Registered Securities of such series having authorized denominations and an equal aggregate  principal amount, upon surrender of such Registered Securities to be exchanged at the agency of  the Issuer that shall be maintained for such purpose in accordance with Section 3.2 and upon  payment, if the Issuer shall so require, of the charges hereinafter provided. Whenever any  Securities are so surrendered for exchange, the Issuer shall execute, and the Trustee shall  authenticate and deliver, the Securities which the Holder making the exchange is entitled to  receive. All Securities surrendered upon any exchange or transfer provided for in this Indenture  shall be promptly cancelled and disposed of by the Trustee, and the Trustee shall deliver a  certificate of disposition thereof to the Issuer.  All Registered Securities presented for registration of transfer, exchange, redemption or  payment shall (if so required by the Issuer or the Trustee) be duly endorsed, or be accompanied by  a written instrument or instruments of transfer in form satisfactory to the Issuer and the Trustee  duly executed, by the Holder or his attorney duly authorized in writing.  The Issuer may require payment of a sum sufficient to cover any tax or other governmental  charge that may be imposed in connection with any exchange or registration of transfer of  Securities. No service charge shall be made for any such transaction.  The Issuer shall not be required to exchange or register a transfer of (a) any Securities of  any series for a period of 15 days preceding the first mailing of notice of redemption of Securities  of such series to be redeemed or (b) any Securities selected, called or being called for redemption,  in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof  not so to be redeemed.  Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in  whole or in part for Securities in definitive registered form, a Registered Global Security  representing all or a portion of the Securities of a series may not be transferred except as a whole  by the Depository for such series to a nominee of such Depository or by a nominee of such  





 






  13        Depository to such Depository or another nominee of such Depository or by such Depository or  any such nominee to a successor Depository for such series or a nominee of such successor  Depository. The Issuer and the Trustee may treat the Depository (or its nominee) as the sole and  exclusive owner of the Securities registered in its name for the purposes of payment of the principal  of or interest on the Securities, giving any notice permitted or required to be given to registered  owners under this Indenture, registering the transfer of Securities, obtaining any consent or other  action to be taken by registered owners and for all other purposes whatsoever; and neither the  Issuer nor the Trustee shall be affected by any notice to the contrary. Neither the Issuer nor the  Trustee shall have any responsibility or obligation to any participant in the Depository, any Person  claiming a beneficial ownership interest in the Bonds under or through the Depository or any such  participant, or any other Person which is not shown on the register as being a registered owner,  with respect to either: (1) the Securities; (2) the accuracy of any records maintained by the  Depository or any such participant; (3) the payment by the Depository or any such participant of  any amount in respect of the principal of or interest on the Securities; (4) any notice which is  permitted or required to be given to registered owners under this Indenture; (5) any consent given  or other action taken by the Depository as registered owner; or (6) any selection by the Depository  of any participant or other Person to receive payment of principal or interest on the Securities.  If at any time, the Depository for any Registered Securities of a series represented by one  or more Registered Global Securities notifies the Issuer that it is unwilling or unable to continue  as Depository for such Registered Securities or, if at any time, the Depository for such Registered  Securities shall no longer be eligible under Section 2.4, the Issuer shall appoint a successor  Depository eligible under Section 2.4 with respect to such Registered Securities. If a successor  Depository eligible under Section 2.4 for such Registered Securities is not appointed by the Issuer  within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the  Issuer’s election pursuant to Section 2.3 that such Registered Securities be represented by one or  more Registered Global Securities shall no longer be effective and the Issuer will execute, and the  Trustee, upon receipt of an Officer’s Certificate for the authentication and delivery of definitive  Securities of such series, will authenticate and deliver, Securities of such series in definitive  registered form in any authorized denominations, in an aggregate principal amount equal to the  principal amount of the Registered Global Security or Securities representing such Registered  Securities in exchange for such Registered Global Security or Securities.  The Issuer may at any time and in its sole discretion determine that the Registered  Securities of any series issued in the form of one or more Registered Global Securities shall no  longer be represented by a Registered Global Security or Securities. In such event, the Issuer will  execute, and the Trustee, upon receipt of any Officer’s Certificate for the authentication and  delivery of definitive Securities of such series, will authenticate and deliver, Securities of such  series in definitive registered form in any authorized denominations, in an aggregate principal  amount equal to the principal amount of the Registered Global Security or Securities representing  such Registered Securities, in exchange for such Registered Global Security or Securities.  If specified by the Issuer pursuant to Section 2.3 with respect to Securities represented by  a Registered Global Security, the Depository for such Registered Global Security may surrender  such Registered Global Security in exchange in whole or in part for Securities of the same series  in definitive registered form on such terms as are acceptable to the Issuer and such Depository.  





 






  14        Thereupon, the Issuer shall execute, and the Trustee shall authenticate and deliver, without service  charge:  (i) to the Person specified by such Depository a new Registered  Security or Securities of the same series, of any authorized denominations as requested by  such Person, in an aggregate principal amount equal to and in exchange for such Person’s  beneficial interest in the Registered Global Security; and  (ii) to such Depository a new Registered Global Security in a  denomination equal to the difference, if any, between the principal amount of the  surrendered Registered Global Security and the aggregate principal amount of Registered  Securities authenticated and delivered pursuant to clause (i) above.  Upon the exchange of a Registered Global Security for Securities in definitive registered  form in authorized denominations, such Registered Global Security shall be cancelled by the  Trustee or an agent of the Issuer or the Trustee. Securities in definitive registered form issued in  exchange for a Registered Global Security pursuant to this Section 2.8 shall be registered in such  names and in such authorized denominations as the Depository for such Registered Global  Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct  the Trustee or an agent of the Issuer or the Trustee. The Trustee or such agent shall deliver such  Securities to or as directed by the Persons in whose names such Securities are so registered.  All Securities issued upon any transfer or exchange of Securities shall be valid obligations  of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as  the Securities surrendered upon such transfer or exchange.  Section 2.9 Mutilated, Defaced, Destroyed, Lost And Stolen Securities. In case any  temporary or definitive Security shall be mutilated, defaced, destroyed, lost or stolen, the Issuer in  its discretion may execute and, upon the written request of any officer of the Issuer, the Trustee  shall authenticate and deliver, a new Security of the same series, maturity date, interest rate and  original issue date, bearing a number or other distinguishing symbol not contemporaneously  outstanding, in exchange and substitution for the mutilated or defaced Security, or in lieu of and  in substitution for the Security so destroyed, lost or stolen. In every case, the applicant for a  substitute Security shall furnish to the Issuer and to the Trustee and any agent of the Issuer or the  Trustee such security or indemnity as may be required by them to indemnify and defend and to  save each of them harmless and, in every case of destruction, loss or theft, evidence to their  satisfaction of the destruction, loss or theft of such Security and of the ownership thereof, and in  the case of mutilation or defacement shall surrender the Security to the Trustee or such agent.  Upon the issuance of any substitute Security, the Issuer 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 expenses (including the fees and expenses of the Trustee) or its agent connected  therewith. In case any Security which has matured or is about to mature or has been called for  redemption in full shall become mutilated or defaced or be destroyed, lost or stolen, the Issuer  may, instead of issuing a substitute Security, pay or authorize the payment of the same (without  surrender thereof except in the case of a mutilated or defaced Security), if the applicant for such  





 






  15        payment shall furnish to the Issuer and to the Trustee and any agent of the Issuer or the Trustee  such security or indemnity as any of them may require to save each of them harmless, and, in every  case of destruction, loss or theft, the applicant shall also furnish to the Issuer and the Trustee and  any agent of the Issuer or the Trustee evidence to their satisfaction of the destruction, loss or theft  of such Security and of the ownership thereof.  Every substitute Security of any series issued pursuant to the provisions of this Section by  virtue of the fact that any such Security is destroyed, lost or stolen shall constitute an additional  contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Security shall be  at any time enforceable by anyone and shall be entitled to all the benefits of (but shall be subject  to all the limitations of rights set forth in) this Indenture equally and proportionately with any and  all other Securities of such series duly authenticated and delivered hereunder. All Securities shall  be held and owned upon the express condition that, to the extent permitted by law, the foregoing  provisions are exclusive with respect to the replacement or payment of mutilated, defaced or  destroyed, lost or stolen Securities and shall preclude any and all other rights or remedies  notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the  replacement or payment of negotiable instruments or other securities without their surrender.  Section 2.10 Cancellation Of Securities; Destruction Thereof. All Securities surrendered  for payment, redemption, registration of transfer or exchange, or for credit against any payment in  respect of a sinking or analogous fund, if any, if surrendered to the Issuer or any agent of the Issuer  or the Trustee or any agent of the Trustee, shall be delivered to the Trustee or its agent for  cancellation or, if surrendered to the Trustee, shall be canceled by it; and no Securities shall be  issued in lieu thereof except as expressly permitted by any of the provisions of this Indenture. The  Trustee or its agent shall dispose of canceled Securities held by it and, upon written request  therefore, shall deliver a certificate of disposition to the Issuer. If the Issuer or its agent shall  acquire any of the Securities, such acquisition shall not operate as a redemption or satisfaction of  the indebtedness represented by such Securities unless and until the same are delivered to the  Trustee or its agent for cancellation.  Section 2.11 Temporary Securities. Pending the preparation of definitive Securities for  any series, the Issuer may execute and the Trustee shall authenticate and deliver temporary  Securities for such series (printed, lithographed, typewritten or otherwise reproduced, in each case  in form satisfactory to the Trustee). Temporary Securities of any series shall be issuable as  Registered Securities without coupons of any authorized denomination, and substantially in the  form of the definitive Securities of such series but with such omissions, insertions and variations  as may be appropriate for temporary Securities, all as may be determined by the Issuer with the  concurrence of the Trustee as evidenced by the execution and authentication thereof. Temporary  Securities may contain such references to any provisions of this Indenture as may be appropriate.  Every temporary Security shall be executed by the Issuer and be authenticated by the Trustee upon  the same conditions and in substantially the same manner, and with like effect, as the definitive  Securities. Without unreasonable delay, the Issuer shall execute and shall furnish definitive  Securities of such series and thereupon temporary Registered Securities of such series may be  surrendered in exchange therefor without charge at each office or agency to be maintained by the  Issuer for that purpose pursuant to Section 3.2 and the Trustee shall authenticate and deliver in  exchange for such temporary Securities of such series an equal aggregate principal amount of  





 






  16        definitive Securities of the same series having authorized denominations. Until so exchanged, the  temporary Securities of any series shall be entitled to the same benefits under this Indenture as  definitive Securities of such series, unless otherwise established pursuant to Section 2.3.  ARTICLE III  COVENANTS OF THE ISSUER  Section 3.1 Payment Of Principal And Interest. The Issuer covenants and agrees for the  benefit of each series of Securities that it will duly and punctually pay or cause to be paid the  principal of (and premium, if any), and interest on, each of the Securities of such series (together  with any additional amounts payable pursuant to the terms of such Securities) at the place or places,  at the respective time or times and in the manner provided in such Securities in this Indenture. The  interest, if any, on Registered Securities (together with any additional amounts payable pursuant  to the terms of such Securities) shall be payable only to or upon the written order of the Holders  thereof and, at the option of the Issuer, may be paid by wire transfer or by mailing checks for such  interest payable to or upon the written order of such Holders at their last addresses as they appear  on the Securities register of the Issuer.  Section 3.2 Offices For Payments, Etc. So long as any Registered Securities (other than  Global Registered Securities) are authorized for issuance pursuant to this Indenture or are  outstanding hereunder, the Issuer will maintain in New York, an office or agency where the  Registered Securities of each series may be presented for payment, where the Securities of each  series may be presented for exchange as is provided in this Indenture and, if applicable, pursuant  to Section 2.3 and where the Registered Securities of each series may be presented for registration  of transfer as in this Indenture provided. Notices and demands to or upon the Issuer in respect of  the Securities of any series or this Indenture may be served on the Issuer at the corporate trust  office of the Trustee.  The Issuer will give to the Trustee written notice of the location of each such office or  agency and of any change of location thereof. In case the Issuer shall fail to maintain any agency  required by this Section to be located in New York, or shall fail to give such notice of the location  or for any change in the location of any of the above agencies, presentations and demands may be  made and notices may be served at the Corporate Trust Office of the Trustee.  The Issuer may from time to time designate one or more additional offices or agencies  where the Securities of a series may be presented for payment, where the Securities of that series  may be presented for exchange as provided in this Indenture and pursuant to Section 2.3 and where  the Registered Securities of that series may be presented for registration of transfer as in this  Indenture provided, and the Issuer may from time to time rescind any such designation, as the  Issuer may deem desirable or expedient; PROVIDED that no such designation or rescission shall  in any manner relieve the Issuer of its obligations to maintain the agencies provided for in this  Section. The Issuer shall give to the Trustee prompt written notice of any such designation or  rescission thereof.  Section 3.3 Appointment To Fill A Vacancy In Office Of Trustee. The Issuer, whenever  necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided  





 






  17        in Section 6.10, a Trustee, so that there shall at all times be a Trustee with respect to each series of  Securities hereunder.  Section 3.4 Paying Agents. Whenever the Issuer shall appoint a paying agent other than  the Trustee with respect to the Securities of any series, it will cause such paying agent to execute  and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject  to the provisions of this Section:  (a) that it will hold all sums received by it as such agent for the payment of the  principal of (and premium, if any) or interest on the Securities of such series (whether such sums  have been paid to it by the Issuer or by any other obligor on the Securities of such series) in trust  for the benefit of the Holders of the Securities of such series or of the Trustee;  (b) that it will give the Trustee notice of any failure by the Issuer (or by any  other obligor on the Securities of such series) to make any payment of the principal of (and  premium, if any) or interest on the Securities of such series when the same shall be due and  payable; and  (c) that it will pay any such sums so held in trust by it to the Trustee upon the  Trustee’s written request at any time during the continuance of the failure referred to in the  foregoing clause (b).  The Issuer will, on or prior to each due date of the principal of (and premium, if any) or  interest on the Securities of such series, deposit with the paying agent a sum sufficient to pay such  principal or interest so becoming due, and (unless such paying agent is the Trustee) the Issuer will  promptly notify the Trustee of any failure to take such action.  If the Issuer shall act as its own paying agent with respect to the Securities of any series, it  will, on or before each due date of the principal of (and premium, if any) or interest on the  Securities of such series, set aside, segregate and hold in trust for the benefit of the Holders of the  Securities of such series a sum sufficient to pay such principal (and premium, if any) or interest so  becoming due. The Issuer will promptly notify the Trustee of any failure to take such action.  Anything in this Section to the contrary notwithstanding, but subject to Section 9.1, the  Issuer may at any time, for the purpose of obtaining a satisfaction and discharge with respect to  one or more or all series of Securities hereunder, or for any other reason, pay or cause to be paid  to the Trustee all sums held in trust for any such series by the Issuer or any paying agent hereunder,  as required by this Section, such sums to be held by the Trustee upon the trusts herein contained.  Anything in this Section to the contrary notwithstanding, the agreement to hold sums in  trust as provided in this Section is subject to the provisions of Sections 9.3 and 9.4.  Section 3.5 Compliance Certificates. The Issuer will furnish to the Trustee on or before  January 31 in each year (beginning with January 31, 2023 or any subsequent calendar year  following the year in which Securities are first issued) a brief certificate (which need not comply  with Section 10.5) from the principal executive, financial or accounting officer of the Issuer stating  that in the course of the performance by the signer of his or her duties as an officer of the Issuer  





 






  18        he or she would normally have knowledge of any default or non-compliance by the Issuer in the  performance of any covenants or conditions contained in this Indenture, stating whether or not he  or she has knowledge of any such default or non-compliance and, if so, describing each such  default or non-compliance of which the signer has knowledge and the nature of such default or  non-compliance.  Section 3.6 Corporate Existence. Except as provided in Section 3.7, the Issuer will do  or cause to be done all things necessary to preserve and keep in full force and effect its corporate  or other legal existence.  Section 3.7 The Issuer May Not Merge.  (a) The Issuer shall not merge or consolidate with any other Person or sell  substantially all of its assets as an entirety, unless:  (i) the Issuer is the continuing corporation or the Person into which the  Issuer is merged or formed by such consolidation or the Person which acquires by sale  substantially all of the Issuer’s assets as an entirety, shall be organized under the laws of  the United States or a state or is organized under the laws of a foreign jurisdiction and  consents to the jurisdiction of the courts of the United States or a state and expressly  assumes, by an indenture supplemental hereto, executed and delivered to the Trustee, in  form reasonably satisfactory to the Trustee, the payment of principal, and premium, if any,  and interest on the debt securities and the performance and observance of all the covenants  and conditions of this Indenture binding on the Issuer; and  (ii) the Issuer or the Person into which the Issuer is merged or formed  by such consolidation or the Person which acquires by sale substantially all of the Issuer’s  assets as an entirety, is not immediately prior to or after the merger, consolidation or sale  in an Event of Default.  (b) Upon any merger into, or consolidation of the Issuer with, any other Person  or any sale of substantially all of the assets of the Issuer as an entirety in accordance with  Section 3.7(a), the successor Person into which the Issuer is merged or formed by such  consolidation or to which such sale is made shall succeed to, and be substituted for, and may  exercise every right and power of, the Issuer under this Indenture with the same effect as if such  successor Person had been named as the Issuer herein, and thereafter the predecessor Person shall  be relieved of all obligations and covenants under this Indenture and the Securities.  ARTICLE IV  SECURITYHOLDER LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE  Section 4.1 Issuer To Furnish Trustee Information As To Names And Addresses Of  Securityholders. If and so long as the Trustee shall not be the Security registrar for the Securities  of any series, the Issuer and any other obligor on the Securities will furnish or cause to be furnished  to the Trustee a list in such form as the Trustee may reasonably require of the names and addresses  





 






  19        of the Holders of the Registered Securities of such series pursuant to Section 312 of the Trust  Indenture Act:  (a) semi-annually not more than 5 days after each record date for the payment  of interest on such Registered Securities, as hereinabove specified, as of such record date and on  dates to be determined pursuant to Section 2.3 for non-interest bearing Registered Securities in  each year; and  (b) at such other times as the Trustee may reasonably request in writing, within  30 days after receipt by the Issuer of any such request as of a date not more than 15 days prior to  the time such information is furnished.  Section 4.2 Reports By The Trustee. Not later than March 31, in each year, commencing  March 31, 2022, 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 January 1,  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 Issuer, as the case requires, shall file with the Trustee (within 15 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 Issuer shall notify the Trustee of the listing of any  Securities on any securities exchange or of the delisting thereof.  Upon the written request and at the expense of and payable in advance by any  Securityholder, the Trustee shall provide such reports, information or documents as have been  provided to it under this Section 4.2. The Trustee shall not have any obligation to review any  report, information or documents provided to the Trustee by the Issuer pursuant to this Section 4.2,  nor shall the Trustee be deemed to have notice of any item contained therein or Event of Default  which may be disclosed therein in any manner. The Trustee’s sole responsibility with respect to  such reports shall be to act as the depository for such report for the Securityholders and to make  such reports available to the Securityholders in accordance with this Section 4.2. The Trustee shall  have no duty to request copies of any such reports, information or documents which are required  to be furnished to it hereunder. Delivery of any reports, information and documents to the Trustee,  including pursuant to Section 4.2, is for informational purposes only and the Trustee’s receipt of  such shall not constitute actual or constructive notice of any information contained therein or  determinable from information contained therein, including the Issuer’s compliance with any of  its covenants pursuant to Article 4 (as to which the Trustee is entitled to rely exclusively on  Officers’ Certificates).  





 






  20        ARTICLE V  REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF  DEFAULT  Section 5.1 Event Of Default Defined, Acceleration Of Maturity; Waiver Of Default.  “Event of Default” with respect to Securities of any series, wherever used herein, means any one  of the following events which shall have occurred and be continuing (whatever the reason for such  Event of Default and whether it shall be voluntary or involuntary or be effected by operation of  law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of  any administrative or governmental body):  (a) default in the payment of any installment of interest upon any of the  Securities of such series as and when the same shall become due and payable, and continuance of  such default for a period of 60 days; PROVIDED that a valid extension of an interest payment  period by the Issuer in accordance with the terms of such Securities shall not constitute a failure  to pay interest;  (b) default in the payment of all or any part of the principal or premium (if any)  on any of the Securities of such series as and when the same shall become due and payable either  at maturity, upon any redemption, by declaration or otherwise;  (c) default in the payment of any sinking fund installment as and when the same  shall become due and payable by the terms of the Securities of such series;  (d) failure on the part of the Issuer duly to observe or perform any other of the  covenants or agreements on the part of the Issuer in the Securities of such series or contained in  this Indenture (other than a covenant or agreement included in this Indenture solely for the benefit  of a series of Securities other than such series) for a period of 60 days after the date on which  written notice specifying such failure, stating that such notice is a “Notice of Default” hereunder  and demanding that the Issuer remedy the same, shall have been given by registered or certified  mail, return receipt requested, to the Issuer by the Trustee, or to the Issuer and the Trustee by the  holders of at least 25% in aggregate principal amount of the Outstanding Securities of the series  to which such covenant or agreement relates;  (e) a court having jurisdiction in the premises shall enter a decree or order for  relief in respect of the Issuer in an involuntary case under any applicable bankruptcy, insolvency  or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee,  custodian, trustee, sequestrator (or similar official) of the Issuer for any substantial part of its or  their property or ordering the winding up or liquidation of its or their affairs, and such decree or  order shall remain unstayed and in effect for a period of 60 consecutive days;  (f) the Issuer shall commence a voluntary case under any applicable  bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of  an order for relief in an involuntary case under any such law, or consent to the appointment or  taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar  





 






  21        official) of the Issuer or for any substantial part of its or their property, or make any general  assignment for the benefit of creditors; or  (g) any other Event of Default provided in the Governing Body Resolution,  supplemental indenture, or Officer’s Certificate under which such series of Securities is issued or  in the form of Security for such series.  If an Event of Default described in clause (a), (b) or (c) occurs and is continuing, then, and  in each and every such case, except for any series of Securities the principal of which shall have  already become due and payable, either the Trustee or the Holders of not less than 25% in  aggregate principal amount of the Securities of each such affected series then Outstanding  hereunder (each such series voting as a separate class) by notice in writing to the Issuer (and to the  Trustee if given by Securityholders), may declare the entire principal (or, if the Securities of such  series are Original Issue Discount Securities, such portion of the principal amount as may be  specified in the terms of such series) of all Securities of such series, and the interest accrued  thereon, if any, to be due and payable immediately, and upon any such declaration, the same shall  become immediately due and payable.  Except as otherwise provided in the terms of any series of Securities pursuant to  Section 2.3, if an Event of Default described in clause (d) or (g) above with respect to all series of  the Securities then Outstanding, occurs and is continuing, then, and in each and every such case,  unless the Principal of all of the Securities shall have already become due and payable, either the  Trustee or the Holders of not less than 25% in aggregate principal amount of all of the Securities  then Outstanding hereunder (treated as one class) by notice in writing to the Issuer (and to the  Trustee if given by Securityholders), may declare the entire principal (or, if the Securities of any  series are Original Issue Discount Securities, such portion of the principal amount as may be  specified in the terms of such series) of all of the Securities then Outstanding, and the interest  accrued thereon, if any, to be due and payable immediately, and upon such declaration, the same  shall become immediately due and payable.  If an Event of Default described in clause (d) or (g) occurs and is continuing, which Event  of Default is with respect to less than all series of Securities then Outstanding, then, and in each  and every such case, except for any series of Securities the principal of which shall have already  become due and payable, either the Trustee or the Holders of not less than 25% in aggregate  principal amount of the Securities of each such affected series then Outstanding hereunder (each  such series voting as a separate class) by notice in writing to the Issuer (and to the Trustee if given  by Securityholders), may declare the entire principal (or, if the Securities of such series are  Original Issue Discount Securities, such portion of the principal amount as may be specified in the  terms of such series) of all Securities of such series, and the interest accrued thereon, if any, to be  due and payable immediately, and upon any such declaration, the same shall become immediately  due and payable.  If an Event of Default described in clause (e) or (f) above occurs and is continuing, then  the principal amount of all the Securities then Outstanding, and the interest accrued thereon, if any,  shall become and be immediately due and payable without any declaration or other act on the part  of the Trustee or any Holder.  





 






  22        The foregoing provisions are subject to the condition that if, at any time after the principal  (or, if the Securities are Original Issue Discount Securities, such portion of the principal as may  be specified in the terms thereof) of the Securities of any series (or of all the Securities, as the case  may be) shall have been so declared due and payable, and before any judgment or decree for the  payment of the moneys due shall have been obtained or entered as hereinafter provided, the Issuer  shall pay or shall deposit with the Trustee a sum sufficient to pay  (i) all matured installments of interest upon all the Securities of such  series (or all the Securities, as the case may be); and  (A) the principal of any and all Securities of such series  (or of all the Securities, as the case may be) which shall have become  due otherwise than by acceleration; and  (B) interest upon such principal and, to the extent that  payment of such interest is enforceable under applicable law, on  overdue installments of interest, at the same rate as the rate of  interest or Yield to Maturity (in the case of Original Issue Discount  Securities) specified in the Securities of such series (or at the  respective rates of interest or Yields to Maturity of all the Securities,  as the case may be) to the date of such payment or deposit; and  (C) all amounts payable to the Trustee pursuant to  Section 6.6; and  (ii) all Events of Default under this Indenture, other than the non- payment of the principal of Securities which shall have become due by acceleration, shall  have been cured, waived or otherwise remedied as provided herein, then and in every such  case the Holders of a majority, or any applicable supermajority, in aggregate principal  amount of all the Securities of such series voting as a separate class (or all the Securities,  as the case may be, voting as a single class), then Outstanding, by written notice to the  Issuer and to the Trustee, may waive all defaults with respect to such series (or with respect  to all the Securities, as the case may be) and rescind and annul such declaration and its  consequences, but no such waiver or rescission and annulment shall extend to or shall affect  any subsequent default or shall impair any right consequent thereon.  For all purposes under this Indenture, if a portion of the principal of any Original Issue  Discount Securities shall have been accelerated and declared due and payable pursuant to the  provisions hereof, then, from and after such declaration, unless such declaration has been rescinded  and annulled, the principal amount of such Original Issue Discount Securities shall be deemed, for  all purposes hereunder, to be such portion of the principal thereof as shall be due and payable as a  result of such acceleration, and payment of such portion of the principal thereof as shall be due  and payable as a result of such acceleration, together with interest, if any, thereon and all other  amounts owing thereunder, shall constitute payment in full of such Original Issue Discount  Securities.  





 






  23        Section 5.2 Collection Of Indebtedness By Trustee; Trustee May Prove Debt. The  Issuer covenants that (a) in case default shall be made in the payment of any installment of interest  on any of the Securities of any series when such interest shall have become due and payable, and  such default shall have continued for a period of 30 days, or (b) in case default shall be made in  the payment of all or any part of the principal of any of the Securities of any series when the same  shall have become due and payable, whether upon maturity of the Securities of such series or upon  any redemption or by declaration or otherwise, then upon demand of the Trustee, the Issuer will  pay to the Trustee for the benefit of the Holders of the Securities of such series the whole amount  that then shall have become due and payable on all Securities of such series, for principal and  interest, as the case may be (with interest to the date of such payment upon the overdue principal  and, to the extent that payment of such interest is enforceable under applicable law, on overdue  installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of  Original Issue Discount Securities) specified in the Securities of such series); and in addition  thereto, such further amount as shall be sufficient to cover the costs and expenses of collection,  and such other amount due the Trustee under Section 6.6 in respect of Securities of such series.  Until such demand is made by the Trustee, the Issuer may pay the principal of and interest  on the Securities of any series to the registered Holders, whether or not the Securities of such series  be overdue.  In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee,  in its own name as trustee of an express trust, shall be entitled and empowered to institute any  action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may  prosecute any such action or proceedings to judgment or final decree, and may enforce any such  judgment or final decree against the Issuer or other obligor upon the Securities and collect in the  manner provided by law out of the property of the Issuer or other obligor upon the Securities,  wherever situated, all the moneys adjudged or decreed to be payable.  In case there shall be pending proceedings relative to the Issuer or any other obligor upon  the Securities under Title 11 of the United States Code or any other applicable federal or state  bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy  or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken  possession of the Issuer or its property or such other obligor, or in case of any other comparable  judicial proceedings relative to the Issuer or other obligor upon the Securities, or to the creditors  or property of the Issuer or such other obligor, 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 pursuant to the provisions of  this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise:  (a) to file and prove a claim or claims for the whole amount of principal and  interest (or, if the Securities of any series are Original Issue Discount Securities, such portion of  the principal amount as may be specified in the terms of such series) owing and unpaid in respect  of the Securities of any series, 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 payable to  the Trustee under Section 6.6) and of the Securityholders allowed in any judicial proceedings  





 






  24        relative to the Issuer or other obligor upon the Securities, or to the creditors or property of the  Issuer or such other obligor; and  (b) unless prohibited by applicable law and regulations, to vote on behalf of the  holders of the Securities of any series in any election of a receiver, assignee, trustee or a standby  trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings,  custodian or other Person performing similar functions in respect of any such proceedings; and  (c) to collect and receive any moneys or other property payable or deliverable  on any such claims, and to distribute all amounts received with respect to the claims of the  Securityholders and of the Trustee on their behalf; and any trustee, receiver, or liquidator,  custodian or other similar official performing similar functions in respect of any such proceedings  is hereby authorized by each of the Securityholders to make payments to the Trustee, and, in the  event that the Trustee shall consent to the making of payments directly to the Securityholders, to  pay to the Trustee its costs and expenses of collection and all other amounts due to it pursuant to  Section 6.6.  Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent  to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization,  arrangement, adjustment or composition affecting the Securities of any series or the rights of any  Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in  any such proceeding, except as aforesaid in clause (b).  All rights of action and of asserting claims under this Indenture, or under any of the  Securities of any series may be enforced by the Trustee without the possession of any of the  Securities of such series or the production thereof in any trial or other proceedings relative thereto,  and any such action or proceedings instituted by the Trustee shall be brought in its own name as  trustee of an express trust, and any recovery of judgment shall be awarded to the Trustee for ratable  distribution to the Holders of the Securities in respect of which such action was taken, after  payment of all sums due to the Trustee under Section 6.6 in respect of such Securities.  In any proceedings brought by the Trustee (and also any proceedings involving the  interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee  shall be held to represent all the Holders of the Securities in respect to which such action was  taken, and it shall not be necessary to make any Holders of such Securities parties to any such  proceedings.  Section 5.3 Application Of Proceeds. Any moneys collected by the Trustee pursuant to  this Article in respect of any series shall be applied in the following order at the date or dates fixed  by the Trustee and, in case of the distribution of such moneys on account of principal or interest,  upon presentation of the several Securities in respect of which monies have been collected and  stamping (or otherwise noting) thereon the payment, or issuing Securities of such series in reduced  principal amounts in exchange for the presented Securities of like series if only partially paid, or  upon surrender thereof if fully paid:  





 






  25        FIRST: To the payment of costs and expenses applicable to such series of Securities in  respect of which monies have been collected, including all amounts due or reasonably anticipated  to become due to the Trustee and each predecessor Trustee pursuant to Section 6.6 in respect to  such series of Securities;  SECOND: In case the principal of the Securities of such series in respect of which moneys  have been collected shall not have become and be then due and payable, to the payment of interest  on the Securities of such series in default in the order of the maturity of the installments on such  interest, with interest (to the extent that such interest has been collected by the Trustee and is  permitted by applicable law) upon the overdue installments of interest at the same rate as the rate  of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in such  Securities, such payments to be made ratably to the Persons entitled thereto, without discrimination  or preference;  THIRD: In case the principal of the Securities of such series in respect of which moneys  have been collected shall have become and shall be then due and payable, to the payment of the  whole amount then owing and unpaid upon all the Securities of such series for principal and  interest, with interest upon the overdue principal, and (to the extent that such interest has been  collected by the Trustee and is permitted by applicable law) upon the overdue installations of  interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue  Discount Securities) specified in the Securities of such series; and in case such moneys shall be  insufficient to pay in full the whole amount so due and unpaid upon the Securities of such series,  then to the payment of such principal and interest or Yield to Maturity, without preference or  priority of principal over interest or Yield to Maturity, or of interest or Yield to Maturity over  principal, or of any installment of interest over any other installment of interest or of any Security  of such series over any other Security of such series, ratably to the aggregate of such principal and  accrued and unpaid interest or Yield to Maturity; and  FOURTH: To the payment of the remainder, if any, to the Issuer or any other Person  lawfully entitled thereto. The Trustee may fix a record date and payment date for any payment to  Holders.  Section 5.4 Suits For Enforcement. In case an Event of Default has occurred, has not  been waived and is continuing, the Trustee may in its discretion proceed to protect and enforce the  rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall  deem most effectual to protect and enforce any of such rights, either at law or in equity or in  bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement  contained in this Indenture or in aid of the exercise of any power granted in this Indenture or to  enforce any other legal or equitable right vested in the Trustee by this Indenture or by law.  Section 5.5 Restoration Of Rights On Abandonment Of Proceedings. In case the  Trustee or any Holder of any Security shall have proceeded to enforce any right under this  Indenture and such proceedings 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 the  Issuer, the Trustee and the Holders of Securities shall be restored severally and respectively to  





 






  26        their former positions and rights hereunder, and all rights, remedies and powers of the Issuer, the  Trustee and the Securityholders shall continue as though no such proceedings had been taken.  Section 5.6 Limitations On Suits By Securityholders. No Holder of any Security of any  series shall have any right by virtue or by availing of any provision of this Indenture to institute  any action or proceeding at law or in equity or in bankruptcy or otherwise upon or under or with  respect to this Indenture or such Security, or for the appointment of a trustee, receiver, liquidator,  custodian or other similar official or for any other remedy hereunder or thereunder, unless (a) such  Holder previously shall have given to the Trustee written notice of an Event of Default with respect  to Securities of such series and of the continuance thereof, as hereinbefore provided, (b) the  Holders of not less than 25% in aggregate principal amount of the Securities of such series then  Outstanding (treated as a single class) shall have made written request upon the Trustee to institute  such action or proceedings in its own name as Trustee hereunder and shall have offered to the  Trustee such reasonable indemnity or security as it may require against the costs, expenses and  liabilities to be incurred therein or thereby, (c) the Trustee for 60 days after its receipt of such  notice, request and offer of indemnity or security shall have failed to institute any such action or  proceeding, and (d) no direction inconsistent with such written request shall have been given to  the Trustee pursuant to Section 5.9; it being understood and intended, and being expressly  covenanted by the Holder of every Security with every other Holder and the Trustee, that no one  or more Holders of Securities of any series shall have any right in any manner whatever by virtue  or by availing of any provision of this Indenture or any Security to affect, disturb or prejudice the  rights of any other such Holder of Securities or to obtain or seek to obtain priority over or  preference to any other such Holder or to enforce any right under this Indenture or any Security,  except in the manner herein provided and for the equal, ratable and common benefit of all Holders  of Securities of the applicable series. For the protection and enforcement of the provisions of this  Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be  given either at law or in equity.  Section 5.7 Unconditional Right Of Securityholders To Institute Certain Suits.  Notwithstanding any other provision in this Indenture and any provision of any Security, the right  of any Holder of any Security to receive payment of the principal of and interest on such Security  on or after the respective due dates expressed in such Security or the applicable redemption dates  provided for in such Security, or to institute suit for the enforcement of any such payment on or  after such respective dates, shall not be impaired or affected without the consent of such Holder.  Section 5.8 Powers And Remedies Cumulative; Delay Or Omission Not Waiver Of  Default. Except as provided in Section 5.6, no right or remedy herein conferred upon or reserved  to the Trustee or to the Holders of Securities 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.  No delay or omission of the Trustee or of any Holder of Securities to exercise any right or  power accruing upon any Event of Default occurring and continuing as aforesaid shall impair any  such right or power or shall be construed to be a waiver of any such Event of Default or an  





 






  27        acquiescence therein. Every power and remedy given by this Indenture, any Security or law to the  Trustee or to the Holders of Securities may be exercised from time to time, and as often as shall  be deemed expedient, by the Trustee or, subject to Section 5.6, by the Holders of Securities.  Section 5.9 Control By Holders Of Securities. The Holders of a majority in aggregate  principal amount of the Securities of each series affected (with each such series voting as a separate  class) at the time Outstanding 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 the Securities of such series by this Indenture;  PROVIDED that such Holders shall have offered to the Trustee such reasonable indemnity as it  may require against costs, expenses and liabilities to be incurred therein or thereby; and  PROVIDED, FURTHER, that such direction shall not be otherwise than in accordance with law  and the provisions of this Indenture; and PROVIDED, FURTHER, that (subject to the provisions  of Section 6.1) the Trustee shall have the right to decline to follow any such direction if (a) the  Trustee, being advised by counsel, shall determine that the action or proceeding so directed may  not lawfully be taken; or (b) if the Trustee shall determine in good faith that the action or  proceedings so directed would involve the Trustee in personal liability; or (c) if the Trustee in good  faith shall so determine that the actions or forbearances specified in or pursuant to such direction  would be unduly prejudicial to the interests of Holders of the Securities of all affected series not  joining in the giving of said direction, it being understood that (subject to Section 6.1) the Trustee  shall have no duty to ascertain whether or not such actions or forbearances are unduly prejudicial  to such Holders.  Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any  action deemed proper by the Trustee and which is not inconsistent with such direction or directions  by Securityholders.  Section 5.10 Waiver Of Past Defaults. Prior to the declaration of acceleration of the  Securities of any series as provided in Section 5.1, the Holders of a majority in aggregate principal  amount of the Securities of such series at the time Outstanding (voting as a single class) may on  behalf of the Holders of all such Securities waive any past default or Event of Default described  in Section 5.1 and its consequences, except (i) in the payment of the principal of or premium, if  any, or interest if any, on or any additional amounts payable in respect of any security of that series  or (ii) a default in respect of a covenant or provision hereof which cannot be modified or amended  without the consent of the Holder of each Security affected. In the case of any such waiver, the  Issuer, the Trustee and the Holders of all such Securities shall be restored to their former positions  and rights hereunder, respectively, and such default shall cease to exist and be deemed to have  been cured and not to have occurred for purposes of this Indenture; but no such waiver shall extend  to any subsequent or other default or impair any right consequent thereon.  Section 5.11 Trustee To Give Notice Of Default, But May Withhold In Certain  Circumstances. The Trustee shall, within 90 days after the occurrence of a default with respect to  the Securities of any series, give notice of all defaults with respect to that series known to a  Responsible Officer or the Trustee to all Holders of Securities of such series in the manner and to  the extent provided in Section 313(c) of the Trust Indenture Act, unless in each case such defaults  shall have been cured before the mailing or publication of such notice (the term “default” for the  





 






  28        purpose of this Section being hereby defined to mean any event or condition which is, or with  notice or lapse of time or both would become, an Event of Default); PROVIDED that, except in  the case of default in the payment of the principal of or interest on any of the Securities of such  series, or in the payment of any sinking fund installment on such series, the Trustee shall be  protected in withholding such notice if and so long as the Trustee in good faith determines that the  withholding of such notice is in the interests of the Securityholders of such series.  Section 5.12 Waiver of Stay or Extension Laws. The Issuer 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 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 Issuer (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 5.13 Right Of Court To Require Filing Of Undertaking To Pay Costs. All parties  to this Indenture agree, and each Holder of any Security by his or her 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 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 Trustee, to any suit instituted by any  Securityholder or group of Securityholders of any series holding in the aggregate more than 10%  in aggregate principal amount of the Securities of such series, or, in the case of any suit relating to  or arising under clause (d) or (g) of Section 5.1 (if the suit relates to Securities of more than one  but less than all series), 10% in aggregate principal amount of Securities then Outstanding and  affected thereby, or in the case of any suit relating to or arising under clause (d) or (g) (if the suit  under clause (d) or (g) relates to all the Securities then Outstanding) or (e) or (f) of Section 5.1,  10% in aggregate principal amount of all Securities then Outstanding, or to any suit instituted by  any Securityholder for the enforcement of the payment of the principal of or interest on any  Security on or after the due date expressed in such Security or any date fixed for redemption.  ARTICLE VI  CONCERNING THE TRUSTEE  Section 6.1 Duties And Responsibilities Of The Trustee; During Default; Prior To  Default. Prior to the occurrence of an Event of Default with respect to the Securities of a particular  series and after the curing or waiving of all Events of Default which may have occurred with  respect to such series, the Trustee undertakes to perform such duties and only such duties as are  specifically set forth in this Indenture with respect to such series of Securities. In case an Event of  Default with respect to the Securities of a series has occurred and has not been cured or waived,  and the Trustee has written notice or actual knowledge of such event, the Trustee shall, in the  exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs.  





 






  29        The Trustee will be under no obligation to exercise any of its rights or powers at the request of any  holder of Securities, unless such holder has offered to the Trustee security and indemnity  satisfactory to it against any loss, liability or expense. .  No provision of this Indenture shall be construed to relieve the Trustee from liability for  its own grossly negligent action, its own grossly negligent failure to act or its own willful  misconduct, except that:  (a) prior to the occurrence of an Event of Default with respect to the Securities  of any series and after the curing or waiving of all such Events of Default with respect to such  series which may have occurred:  (i) the duties and obligations of the Trustee with respect to the  Securities of any series shall be determined solely by the express provisions of this  Indenture, and the Trustee shall not be liable except for the performance of such duties and  obligations as are specifically set forth in this Indenture, and no implied covenants or  obligations shall be read into this Indenture against the Trustee; and  (ii) in the absence of gross negligence or willful misconduct on the part  of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the  correctness of the opinions expressed therein, upon any statements, certificates or opinions  furnished to the Trustee and conforming to the requirements of this Indenture; but in the  case of any such statements, certificates or opinions which by any provision hereof are  specifically required to be furnished to the Trustee, the Trustee shall be under a duty to  examine the same to determine whether or not they conform to the requirements of this  Indenture;  (b) the Trustee shall not be liable for any error of judgment made in good faith  by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the  Trustee was negligent in ascertaining the pertinent facts; and  (c) the Trustee shall not be liable with respect to any action taken or omitted to  be taken by it in good faith in accordance with the direction of the Holders pursuant to Section 5.9  relating to the time, method and place of conducting any proceeding for any remedy available to  the Trustee, or in accordance with the direction of a majority of the Outstanding Securities in  exercising any trust or power conferred upon the Trustee, under this Indenture.  None of the provisions contained in this Indenture shall require the Trustee to expend or  risk its own funds or otherwise incur personal financial liability under any circumstances.  The provisions of this Section 6.1 are in furtherance of and subject to Section 315 of the  Trust Indenture Act.  Section 6.2 Certain Rights Of The Trustee. In furtherance of and subject to the Trust  Indenture Act, and subject to Section 6.1:  





 






  30        (a) the Trustee may rely and shall be protected in acting or refraining from  acting upon any resolution, Governing Body Resolution, Officer’s Certificate or any other  certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture,  note, coupon, security 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, direction, order or demand of the Issuer mentioned herein shall  be sufficiently evidenced by an Officer’s Certificate (unless other evidence in respect thereof is  specifically prescribed herein or in the terms established in respect of any series); and any  resolution of the Governing Body shall be evidenced by a Governing Body Resolution;  (c) the Trustee may consult with counsel and any 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 to be taken by it hereunder in good faith and in reliance  thereon in accordance with such advice or Opinion of Counsel;  (d) the Trustee shall be under no obligation to exercise any of the trusts or  powers vested in it by this Indenture at the request, order or direction of any of the Securityholders  pursuant to the provisions of this Indenture, unless such Securityholders shall have offered to the  Trustee reasonable security or indemnity satisfactory to it in its sole discretion against the costs,  expenses and liabilities which might be incurred therein or thereby;  (e) the Trustee shall not be liable for any action taken or omitted by it in good  faith and believed by it to be authorized or within the discretion, rights or powers conferred upon  it by this Indenture;  (f) prior to the occurrence of an Event of Default hereunder and after the curing  or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon, security or  other paper or document unless (i) requested in writing so to do by the Holders of not less than a  majority in aggregate principal amount of the Securities of all series affected then Outstanding  (treated as one class) or (ii) otherwise provided in the terms of any series of Securities pursuant to  Section 2.3; PROVIDED that, if the payment within a reasonable time to the Trustee of the costs,  expenses or liabilities likely to be incurred by it in the making of such investigation is, in the  opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the  terms of this Indenture, the Trustee may require reasonable indemnity or security against such  expenses or liabilities as a condition to proceeding; the reasonable expenses of every such  investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor trustee, shall  be repaid by the Issuer upon demand;  (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 not regularly in its employ  and the Trustee shall not be responsible for any misconduct or negligence on the part of any such  agent or attorney appointed with due care by it hereunder;  





 






  31        (h) 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 each agent, custodian and other  Person employed to act hereunder;  (i) In no event shall the Trustee be responsible or liable for special, indirect, or  consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit)  irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and  regardless of the form of action;  (j) the Trustee may request that the Company deliver a certificate setting forth  the names of individuals and/or titles of officers authorized at such time to take specified actions  pursuant to this Indenture; and  (k) the Trustee shall not be charged with knowledge of any Event of Default  with respect to the Securities of any series for which it is acting as Trustee unless a Responsible  Officer of the Trustee shall have received actual written notice of such Event of Default by the  Company or any other obligor on such Securities or by any Holder of such Securities.  Section 6.3 Trustee Not Responsible For Recitals, Disposition Of Securities Or  Application Of Proceeds Thereof. The recitals contained herein and in the Securities, except the  Trustee’s certificates of authentication, shall be taken as the statements of the Issuer, and the  Trustee assumes no responsibility for the correctness of the same. The Trustee makes no  representation as to the validity or sufficiency of this Indenture or of the Securities. The Trustee  shall not be accountable for the use or application by the Issuer of any of the Securities or of the  proceeds thereof. The Trustee shall incur no liability for any performance failure or delay of any  obligation hereunder if such failure or delay arises from or is caused by, directly or indirectly, acts  of God, war, terrorism, fire, floods, pandemics, epidemic, strikes, electrical outages, equipment or  transmission failures, or other causes reasonably beyond its control; it being understood that the  Trustee shall use commercially reasonable efforts consistent with accepted practices for corporate  trustees to resume performance as soon as reasonably practicable under the circumstances.  Section 6.4 Trustee And Agents May Hold Securities; Collections, Etc. The Trustee or  any agent of the Issuer or of the Trustee, in its individual or any other capacity, may become the  owner or pledgee of Securities with the same rights it would have if it were not the Trustee or such  agent and may otherwise deal with the Issuer and receive, collect, hold and retain collections from  the Issuer with the same rights it would have if it were not the Trustee or such agent.  Section 6.5 Held By Trustee. Subject to the provisions of Section 9.4, all moneys  received by the Trustee shall, until used or applied as herein provided, be held in trust for the  purposes for which they were received, but need not be segregated from other funds except to the  extent required by mandatory provisions of law. Neither the Trustee nor any agent of the Issuer or  the Trustee shall be under any liability for interest on any moneys received by it hereunder.  Section 6.6 Compensation And Indemnification Of Trustee And Its Prior Claim. The  Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be  





 






  32        entitled to reasonable compensation (which shall not be limited by any provision of law in regard  to the compensation of a trustee of an express trust) and the Issuer covenants and agrees to pay or  reimburse the Trustee and each predecessor trustee upon its request for all documented expenses,  disbursements and advances incurred or made by or on behalf of it in accordance with any of the  provisions of this Indenture (including the documented compensation and the expenses and  disbursements of its counsel and of all agents and other Persons not regularly in its employ) except  any such expense, disbursement or advance as may arise from its negligence or bad faith. The  Issuer also covenants to indemnify the Trustee and each predecessor trustee (and their respective  directors, officers, agents and employees) for, and to hold them harmless against, any loss, liability,  fine, penalty or expense (including out-of-pocket and incidental expenses and legal fees) incurred  without gross negligence or willful misconduct on their part as determined by a court of competent  jurisdiction, arising out of or in connection with the acceptance or administration of this Indenture  or the trusts hereunder and its duties hereunder, including, in each case, the costs and expenses of  defending itself against or investigating any claim of liability in the premises. The obligations of  the Issuer under this Section to compensate and indemnify the Trustee and each predecessor trustee  (and their respective directors, officers, agents and employees) and to pay or reimburse the Trustee  and each predecessor trustee for expenses, disbursements and advances shall constitute additional  indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and the  resignation or removal of the Trustee. Such additional indebtedness shall be a senior claim to that  of the Securities upon all property and funds held or collected by the Trustee as such, except funds  held in trust for the benefit of the Holders of particular Securities and the Securities are hereby  subordinated to such senior claim. The Trustee shall have a lien prior to the Securities as to all  property and funds held by it hereunder for any amount owing it or any predecessor Trustee  pursuant to this Section 6.6, except with respect to funds held in trust for the benefit of the Holders  of particular Securities.  Section 6.7 Right Of Trustee To Rely On Officer’s Certificate, Etc. Subject to Sections  6.1 and 6.2, whenever in the administration of the trusts of this Indenture, the Trustee shall deem  it necessary or desirable that a matter be proved or established prior to taking or suffering or  omitting any action hereunder, such matter (unless other evidence in respect thereof be herein  specifically prescribed) may, in the absence of gross negligence or willful misconduct on the part  of the Trustee, be deemed to be conclusively proved and established by an Officer’s Certificate  delivered to the Trustee, and such certificate, in the absence of gross negligence or willful  misconduct on the part of the Trustee, shall be full warrant to the Trustee for any action taken,  suffered or omitted by it under the provisions of this Indenture upon the faith thereof.  Section 6.8 Indentures Not Creating Potential Conflicting Interests For The Trustee.  This Indenture is hereby specifically described for the purposes of Section 310(b)(1)(i) of the Trust  Indenture Act with respect to series of Securities that are of an equal priority.  Section 6.9 Qualification Of Trustee; Conflicting Interests. The Trustee shall comply  with Section 310(b) of the Trust Indenture Act. Subject to compliance with the Trust Indenture  Act, the Trustee and its affiliates, may also engage in or be interested in any financial or other  transaction with the Issuer and may act as depository, trustee or agent for any committee of Holder  or other obligations of the Issuer as freely as if it were not Trustee.  





 






  33        Section 6.10 Persons Eligible For Appointment As Trustee. The Trustee for each series  of Securities hereunder shall at all times be a corporation or banking association organized and  doing business under the laws of the United States of America, any State thereof or the District of  Columbia, having a combined capital and surplus of at least $50,000,000, and which is authorized  under such laws to exercise corporate trust powers and is subject to supervision or examination by  Federal, state or District of Columbia authority. If such corporation publishes reports of condition  at least annually, pursuant to law or to the requirements of the aforesaid 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. In case at any time the Trustee shall cease to be eligible in  accordance with the provisions of this Section, the Trustee shall resign immediately in the manner  and with the effect specified in Section 6.11.  The provisions of this Section 6.10 are in furtherance of and subject to Section 310(a) of  the Trust Indenture Act.  Section 6.11 Resignation And Removal; Appointment Of Successor Trustee.  (a) The Trustee, or any trustee or trustees hereafter appointed, may at any time  resign with respect to one or more or all series of Securities by giving 30 days’ prior written notice  of resignation to the Issuer and by mailing notice of such resignation to the Holders of then  Outstanding Registered Securities of each series affected at their addresses as they shall appear on  the registry books. Upon receiving such notice of resignation, the Issuer shall promptly appoint a  successor trustee or trustees with respect to the applicable series by written instrument in duplicate,  executed by authority of the Governing Body, one copy of which instrument shall be delivered to  the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall  have been so appointed with respect to any series and have accepted appointment within 30 days  after the mailing of such notice of resignation, the resigning trustee may petition any court of  competent jurisdiction for the appointment of a successor trustee, or any Securityholder who has  been a bona fide Holder of a Security or Securities of the applicable series for at least six months  may, subject to the provisions of Section 5.13, on behalf of himself and all others similarly situated,  petition any such court for the appointment of a successor trustee. Such court may thereupon, after  such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.  (b) In case at any time any of the following shall occur:  (i) the Trustee shall fail to comply with the provisions of  Section 310(b) of the Trust Indenture Act with respect to any series of Securities after  written request therefor by the Issuer or by any Securityholder who has been a bona fide  Holder of a Security or Securities of such series for at least six months; or  (ii) the Trustee shall cease to be eligible in accordance with the  provisions of Section 6.10 hereof and Section 310(a) of the Trust Indenture Act and shall  fail to resign after written request therefor by the Issuer or by any Securityholder; or  





 






  34        (iii) the Trustee shall become incapable of acting with respect to any  series of Securities, or shall be adjudged bankrupt or insolvent, or a receiver or liquidator  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, the Issuer may upon 10 days’ prior written notice to the Trustee remove the  Trustee with respect to the applicable series of Securities and appoint a successor trustee for such  series by written instrument, in duplicate, executed by order of the Governing Body of the Issuer,  one copy of which instrument shall be delivered to the Trustee so removed and one copy to the  successor trustee, or, subject to the provisions of Section 315(e) of the Trust Indenture Act, any  Securityholder who has been a bona fide Holder of a Security or Securities of such series 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 and the appointment of a successor trustee  with respect to such series. Such court may thereupon, after such notice, if any, as it may deem  proper and so prescribe, remove the Trustee and appoint a successor trustee.  (c) The Holders of a majority in aggregate principal amount of the Securities  of each series at the time outstanding may at any time remove the Trustee with respect to Securities  of such series and appoint a successor trustee with respect to the Securities of such series by  delivering to the Trustee so removed, to the successor trustee so appointed and to the Issuer the  evidence as of the action in that regard taken by the Securityholders as provided for in Section 7.1.  (d) Any resignation or removal of the Trustee with respect to any series and any  appointment of a successor trustee with respect to such series pursuant to any of the provisions of  this Section 6.11 shall become effective upon acceptance of appointment by the successor trustee  as provided in Section 6.12.  Section 6.12 Acceptance Of Appointment By Successor Trustee. Any successor trustee  appointed as provided in Section 6.11 shall execute and deliver to the Issuer and to its predecessor  trustee an instrument accepting such appointment hereunder, and thereupon the resignation or  removal of the predecessor trustee with respect to all or any applicable series shall become  effective and such successor trustee, without any further act, deed or conveyance, shall become  vested with all rights, powers, duties and obligations with respect to such series of its predecessor  hereunder, with like effect as if originally named as trustee for such series hereunder; but,  nevertheless, on the written request of the Issuer or of the successor trustee, upon payment of its  charges then unpaid, the trustee ceasing to act shall, subject to Section 9.4, pay over to the  successor trustee all moneys at the time held by it hereunder and shall execute and deliver an  instrument transferring to such successor trustee all such rights, powers, duties and obligations.  Upon request of any such successor trustee, the Issuer shall execute any and all instruments in  writing for more fully and certainly vesting in and confirming to such successor trustee all such  rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all  property or funds held or collected by such trustee to secure any amounts then due it pursuant to  the provisions of Section 6.6.  





 






  35        If a successor trustee is appointed with respect to the Securities of one or more (but not all)  series, the Issuer, the predecessor trustee and each successor trustee with respect to the Securities  of any applicable series shall execute and deliver an indenture supplemental hereto which shall  contain such provisions as shall be deemed necessary or desirable to confirm that all the rights,  powers, trusts and duties of the predecessor trustee with respect to the Securities of any series as  to which the predecessor trustee is not retiring shall continue to be vested in the predecessor trustee,  and shall 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, it being  understood that nothing herein or in such supplemental indenture shall constitute such trustees as  co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts under  separate indentures.  No successor trustee with respect to any series of Securities shall accept appointment as  provided in this Section 6.12 unless at the time of such acceptance such successor trustee shall be  qualified under Section 310(b) of the Trust Indenture Act and eligible under the provisions of  Section 6.10.  Upon acceptance of appointment by any successor trustee as provided in this Section 6.12,  the Issuer shall give notice thereof to the Holders of Registered Securities of each series affected  by mailing such notice to such Holders at their addresses as they shall appear on the registry books.  If the acceptance of appointment is substantially contemporaneous with the resignation, then the  notice called for by the preceding sentence may be combined with the notice called for by  Section 6.11. If the Issuer fails to give such notice within 10 days after acceptance of appointment  by the successor trustee, the successor trustee shall cause such notice to be given at the expense of  the Issuer.  Section 6.13 Merger, Conversion, Consolidation Or Succession To Business Of Trustee.  Any corporation, association or other entity into which the Trustee may be merged or converted  or with which it may be consolidated, or any corporation, association or other entity resulting from  any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation,  association or other entity succeeding to the corporate trust business of the Trustee, (including by  sale or transfer of all or substantially all of its corporate trust assets) shall be the successor of the  Trustee hereunder without the execution or filing of any paper or any further act on the part of any  of the parties hereto, anything herein to the contrary notwithstanding; PROVIDED that such  corporation, association or other entity shall be qualified under Section 310(b) of the Trust  Indenture Act and eligible under the provisions of Section 6.10.  In case at the time such successor to the Trustee shall succeed to the trusts created by this  Indenture, any of the Securities of any series shall have been authenticated but not delivered, any  such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee  and deliver such Securities so authenticated; and, in case at that time any of the Securities of any  series shall not have been authenticated, any such successor to the Trustee may authenticate such  Securities either in the name of any predecessor hereunder or in the name of the successor Trustee;  and in all such cases such certificate of authentication shall have the full force which under this  Indenture or the Securities of such series it is provided that the certificate of authentication of the  Trustee shall have; PROVIDED that the right to adopt the certificate of authentication of any  





 






  36        predecessor trustee or to authenticate Securities of any series in the name of any predecessor trustee  shall apply only to its successor or successors by merger, conversion or consolidation.  Section 6.14 Preferential Collection Of Claims Against The Issuer. The Trustee shall  comply with Section 311(a) of the Trust Indenture Act, excluding any creditor relationship as  provided in Section 311(b) of the Trust Indenture Act. A Trustee who has resigned or been  removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent indicated  therein.  Section 6.15 Appointment Of Authenticating Agent. As long as any Securities of a series  remain Outstanding, the Trustee may, by an instrument in writing, appoint with the approval of  the Issuer an authenticating agent (the “Authenticating Agent”) which shall be authorized to act  on behalf of the Trustee to authenticate Securities, including Securities issued upon exchange,  registration of transfer, partial redemption or pursuant to Section 2.9. Securities of each such series  authenticated by such Authenticating Agent shall be entitled to the benefits of this Indenture and  shall be valid and obligatory for all purposes as if authenticated by the Trustee. Whenever reference  is made in this Indenture to the authentication and delivery of Securities of any series by the  Trustee or to 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 for such series  and a Certificate of Authentication executed on behalf of the Trustee by such Authenticating  Agent. Such Authenticating Agent shall at all times be a corporation organized and doing business  under the laws of the United States of America or of any State, authorized under such laws to  exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000  (determined as provided in Section 6.10 with respect to the Trustee) and subject to supervision or  examination by federal or state authority.  Any corporation into which any 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 any Authenticating Agent shall be a party, or any corporation succeeding  to the corporate trust business of any Authenticating Agent, shall continue to be the Authenticating  Agent with respect to all series of Securities for which it served as Authenticating Agent without  the execution or filing of any paper or any further act on the part of the Trustee or such  Authenticating Agent. Any Authenticating Agent may at any time, and if it shall cease to be  eligible shall, resign by giving written notice of resignation to the Trustee and to the Issuer.  Upon receiving such a notice of resignation or upon such a termination, or in case at any  time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this  Section 6.15 with respect to one or more series of Securities, the Trustee shall, upon receipt of an  Issuer Order, appoint a successor Authenticating Agent and the Issuer shall provide notice of such  appointment to all Holders of Securities of such series in the manner and to the extent provided in  Section 11.2. Any successor Authenticating Agent upon acceptance of its appointment hereunder  shall become vested with all rights, powers, duties and responsibilities of its predecessor  hereunder, with like effect as if originally named as Authenticating Agent. The Issuer agrees to  pay to the Authenticating Agent for such series from time to time reasonable compensation. The  Authenticating Agent for the Securities of any series shall have no responsibility or liability for  any action taken by it as such at the direction of the Trustee.  





 






  37        Sections 6.2, 6.3, 6.4, 6.6 and 7.3 shall be applicable to any Authenticating Agent.  ARTICLE VII  CONCERNING THE SECURITYHOLDERS  Section 7.1 Evidence Of Action Taken By Securityholders. Any request, demand,  authorization, direction, notice, consent, waiver or other action provided by this Indenture to be  given or taken by a specified percentage in principal amount of the Securityholders of any or all  series may be embodied in and evidenced by one or more instruments of substantially similar tenor  signed by such specified percentage of Securityholders in Person or by agent duly appointed in  writing; and, except as herein otherwise expressly provided, such action shall become effective  when such instrument or instruments are delivered to the Trustee. Proof of execution of any  instrument or of a writing appointing any such agent shall be sufficient for any purpose of this  Indenture, and subject to the provisions of Sections 6.1 and 6.2, conclusive in favor of the Trustee  and the Issuer, if made in the manner provided in this Article.  Notwithstanding the foregoing, with respect to any Registered Global Security, nothing  herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee, from giving  effect to any request, demand, authorization, direction, notice, consent, waiver or other action  provided in this Indenture to be given or taken by a Depository or impair, as between a Depository  and such holders of beneficial interest, the operation of customary practices governing the exercise  of the rights of the Depository (or its nominee) as Holder of any Security.  Without limiting the generality of this Section 7.1, unless otherwise provided in or pursuant  to this Indenture, a Holder, including a Depository that is a Holder of a Registered Global Security,  may make, give or take, by a proxy or proxies duly appointed in writing, any request, demand,  authorization, direction, notice, consent, waiver or other action provided in or pursuant to this  Indenture to be made, given or taken by Holders, and a Depository that is a Holder of a Registered  Global Security may give its proxy or proxies to the Depository’s participants or the beneficial  owners of interests in any such Registered Global Security, as the case may be, through such  Depository’s standing instructions and customary practices.  The Trustee shall fix a record date for the purpose of determining the Persons who are  beneficial owners of interests in any permanent Registered Global Security held by a Depository  and who are entitled under the procedures of such Depository to make, give or take, by a proxy or  proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent,  waiver or other action provided in or pursuant to this Indenture to be made, given or taken by  Holders. If such a record date is fixed, the Holders on such record date or their duly appointed  proxy or proxies, and only such Persons, shall be entitled to make, give or take such request,  demand, authorization, direction, notice consent, waiver or other action, whether or not such  Holders remain Holders after such record date. No such request, demand, authorization, direction  notice, consent, waiver or other action shall be valid or effective if made, given or taken more than  90 days after such record date.  Section 7.2 Proof Of Execution Of Instruments And Of Holding Of Securities. The  execution of any instrument by a Securityholder or his or her agent or proxy may be proved in  





 






  38        accordance with such reasonable rules and regulations as may be prescribed by the Trustee or in  such manner as shall be satisfactory to the Trustee. The holding of Registered Securities shall be  proved by the Security register or by a certificate of the registrar thereof.  Section 7.3 Holders To Be Treated As Owners. The Issuer, the Trustee and any agent  of the Issuer or the Trustee may deem and treat the Person in whose name any Security shall be  registered upon the Security register for such series as the absolute owner of such Security  (whether or not such Security shall be overdue and notwithstanding any notation of ownership or  other writing thereon) for the purpose of receiving payment of or on account of the principal of  and, subject to the provisions of this Indenture, interest on such Security and for all other purposes;  and neither the Issuer nor the Trustee nor any agent of the Issuer or the Trustee shall be affected  by any notice to the contrary.  No holder of any beneficial interest in any Registered Global Security held on its behalf by  a Depository (or its nominee) shall have any rights under this Indenture with respect to such  Registered Global Security or any Security represented thereby, and such Depository may be  treated by the Issuer, the Trustee, and any agent of the Issuer or the Trustee as the owner of such  Registered Global Security or any Security represented thereby for all purposes whatsoever. None  of the Issuer, the Trustee, any Paying Agent or the Security Registrar will have any responsibility  or liability for any aspect of the records relating to or payments made on account of beneficial  ownership interests of a Registered Global Security or for maintaining, supervising or reviewing  any records relating to such beneficial ownership interests.  Section 7.4 Securities Owned By Issuer Deemed Not Outstanding. In determining  whether the Holders of the requisite aggregate principal amount of Outstanding Securities of any  or all series have concurred in any request, demand, authorization, direction, notice, consent,  waiver or other action by Securityholders under this Indenture, Securities which are owned by the  Issuer or any other obligor on the Securities with respect to which such determination is being  made or by any Affiliate of the Issuer or any other obligor on the Securities with respect to which  such determination is being made shall be disregarded and deemed not to be Outstanding for the  purpose of any such determination, except that for the purpose of determining whether the Trustee  shall be protected in relying on any such action only Securities which the Trustee knows are so  owned shall be so disregarded. Securities so owned which have been pledged in good faith may  be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s  right so to act with respect to such Securities and that the pledgee is not the Issuer or any other  obligor upon the Securities or any Affiliate of the Issuer or any other obligor on the Securities. In  case of a dispute as to such right, the advice of counsel shall be full protection in respect of any  decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the  Issuer shall furnish to the Trustee promptly an Officer’s Certificate listing and identifying all  Securities, if any, known by the Issuer to be owned or held by or for the account of any of the  above-described Persons; and the Trustee shall be entitled to accept such Officer’s Certificate as  conclusive evidence of the facts therein set forth and of the fact that all Securities not listed therein  are Outstanding for the purpose of any such determination.  Section 7.5 Right Of Revocation Of Action Taken. At any time prior to (but not after)  the evidencing to the Trustee, as provided in Section 7.1, of the taking of any action by the Holders  





 






  39        of the percentage in aggregate principal amount of the Securities of any or all series, as the case  may be, specified in this Indenture in connection with such action, any Holder of a Security the  serial number of which is shown by the evidence to be included among the serial numbers of the  Securities the Holders of which have consented to such action may, by filing written notice at the  Corporate Trust Office and upon proof of holding as provided in this Article, revoke such action  so far as concerns such Security. Except as aforesaid, any such action taken by the Holder of any  Security shall be conclusive and binding upon such Holder and upon all future Holders and owners  of such Security and of any Securities issued in exchange or substitution therefor or on registration  of transfer thereof, irrespective of whether or not any notation in regard thereto is made upon any  such Security. Any action taken by the Holders of the percentage in aggregate principal amount of  the Securities of any or all series, as the case may be, specified in this Indenture in connection with  such action shall be conclusively binding upon the Issuer, the Trustee and the Holders of all the  Securities affected by such action.  ARTICLE VIII  SUPPLEMENTAL INDENTURES  Section 8.1 Supplemental Indentures Without Consent Of Securityholders. The Issuer,  when authorized by a resolution of its Governing Body (which resolution may provide general  terms or parameters for such action and may provide that the specific terms of such action may be  determined in accordance with or pursuant to an Issuer Order), and the Trustee may from time to  time and at any time enter into an indenture or indentures supplemental hereto for one or more of  the following purposes:  (a) to evidence the succession of another corporation to the Issuer, or  successive successions, and the assumption by the successor corporation of the covenants,  agreements and obligations of the Issuer pursuant to any applicable covenants herein and pursuant  to the terms of the Securities as set forth in Section 2.3;  (b) to add to the covenants of the Issuer such further covenants, restrictions,  conditions or provisions as the Issuer and the Trustee shall consider to be for the protection of the  Holders of Securities and to make the occurrence, or the occurrence and continuance, of a default  in any such additional covenants, restrictions, conditions or provisions an Event of Default  permitting the enforcement of all or any of the several remedies provided in this Indenture as herein  set forth; PROVIDED that in respect of any such additional covenant, restriction, condition or  provision such supplemental indenture may provide for a particular period of grace after default  (which period may be shorter or longer than that allowed in the case of other defaults) or may  provide for an immediate enforcement upon such an Event of Default or may limit the remedies  available to the Trustee upon such an Event of Default or may limit the right of the Holders of a  majority in aggregate principal amount of the Securities of such series to waive such an Event of  Default; PROVIDED, FURTHER, that any such addition, change or elimination (i) shall neither  (A) apply to any Security of any series created prior to the execution of such supplemental  indenture and entitled to the benefit of such provision and (ii) shall become effective only when  there is no such Security Outstanding;  





 






  40        (c) to cure any ambiguity or to correct or supplement any provision contained  herein or in any supplemental indenture which may be defective or inconsistent with any other  provision contained herein or in any supplemental indenture, or to conform the terms hereof, as  amended and supplemented, that are applicable to the Securities of any series thereof to the  description of the terms of such Securities in the offering memorandum, prospectus supplement or  other offering document applicable to such Securities at the time of initial sale thereof;  (d) to establish any other provisions as the Issuer may deem necessary or  desirable; PROVIDED that no such action shall adversely affect the interests of the Holders of the  Securities in any material respect;  (e) to evidence and provide for the acceptance of appointment hereunder by a  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 6.12;  (f) to establish the form or terms of Securities of any series as contemplated by  Sections 2.2 and 2.3;  (g) to make any changes permitted by a supplemental indenture provided such  change only affects the series of Securities to which such supplemental indenture applies; and  (h) to make any change that would provide any additional rights or benefits to  the Holders of the Securities or that does not adversely affect the legal rights under this Indenture  of any Holder.  Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at  the date of the execution and delivery of this Indenture or at any time thereafter shall be amended  and  (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 Issuer and the Trustee may, without the consent of any  Holders, enter into an indenture supplemental hereto to effect or evidence such changes or  additional provisions; or  (y) if any such amendment shall permit one or more changes to, or the elimination of,  any provisions hereof which, at the date of the execution and delivery hereof or at any time  thereafter, are required by the Trust Indenture Act to be contained herein, this Indenture  shall be deemed to have been amended to effect such changes or elimination, and the Issuer  and the Trustee may, without the consent of any Holders, enter into an indenture  supplemental hereto to evidence such amendment hereof  





 






  41        The Trustee is hereby authorized to join with the Issuer in the execution of any such  supplemental indenture, to make any further appropriate agreements and stipulations which may  be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of  any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental  indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or  otherwise.  Any supplemental indenture authorized by the provisions of this Section may be executed  without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding  any of the provisions of Section 8.2.  Section 8.2 Supplemental Indentures With Consent Of Securityholders.  (a) Except as set forth in paragraph (b) below, with the consent (evidenced as  provided in Article VII) of the Holders of not less than a majority in aggregate principal amount  of the Securities at the time Outstanding of all series of Securities affected by such supplemental  indenture (voting as one class), the Issuer, when authorized by a resolution of its Governing Body  (which resolution may provide general terms or parameters for such action and may provide that  the specific terms of such action may be determined in accordance with or pursuant to an Issuer  Order), and the Trustee may, from time to time and at any time, enter into an indenture or  indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act  as in force and effect at the date of execution thereof) for the purpose of adding any provisions to  or changing in any manner or eliminating any of the provisions of this Indenture or of any  supplemental indenture or of modifying in any manner the rights of the Holders of the Securities  of each such series.  (b) No such supplemental indenture shall (i) extend the fixed maturity of any  Security or reduce the principal amount thereof, or reduce the rate or extend the time of payment  of interest thereon, or reduce any amount payable on redemption thereof, or make the principal  thereof (including any amount in respect of original issue discount), or interest thereon payable in  any coin or currency other than that provided in the Securities or in accordance with the terms  thereof, or reduce the amount of the principal of an Original Issue Discount Security that would  be due and payable upon an acceleration of the maturity thereof pursuant to Section 5.1 or the  amount thereof provable in bankruptcy pursuant to Section 5.2, or impair or affect the right of any  Securityholder to institute suit for the payment thereof when due, in each case without the consent  of the Holder of each Security so affected, or (ii) reduce the aforesaid percentage of Securities of  any series, the consent of the Holders of which is required for any such supplemental indenture,  without the consent of the Holders of each Security so affected.  (c) A supplemental indenture which changes or eliminates any covenant or  other provision of this Indenture which has expressly been included solely for the benefit of one  or more particular series of Securities, or which modifies the rights of Holders of Securities of  such series, with respect to such covenant or provision, shall be deemed not to affect the rights  under this Indenture of the Holders of Securities of any other series.  





 






  42        (d) Upon the request of the Issuer, accompanied by a copy of a resolution of  the Governing Body (which resolution may provide general terms or parameters for such action  and may provide that the specific terms of such action may be determined in accordance with or  pursuant to an Issuer Order) certified by the secretary or an assistant secretary of the Issuer  authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee  of evidence of the consent of the Holders of the Securities as aforesaid and other documents, if  any, required by Section 7.1, the Trustee shall join with the Issuer in the execution of such  supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties  or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion,  but shall not be obligated to, enter into such supplemental indenture.  It shall not be necessary for the consent of the Securityholders under this Section to approve  the particular form of any proposed supplemental indenture, but it shall be sufficient if such  consent shall approve the substance thereof.  Promptly after the execution by the Issuer and the Trustee of any supplemental indenture  pursuant to the provisions of this Section 8.2, the Trustee shall give notice thereof to the Holders  of then Outstanding Registered Securities of each series affected thereby, by mailing a notice  thereof by first-class mail to such Holders at their addresses as they shall appear on the Security  register, and such notice shall set forth in general terms the substance of such supplemental  indenture. Any failure of the Issuer to give such notice, or any defect therein, shall not, however,  in any way impair or affect the validity of any such supplemental indenture.  Section 8.3 Effect Of Supplemental Indenture. Upon the execution of any supplemental  indenture pursuant to the provisions hereof, this Indenture shall be and be deemed to be modified  and amended in accordance therewith and the respective rights, limitations of rights, obligations,  duties and immunities under this Indenture of the Trustee, the Issuer and the Holders of Securities  of each series affected thereby shall thereafter be determined, exercised and enforced hereunder  subject in all respects to such modifications and amendments, and all the terms and conditions of  any such supplemental indenture shall be and be deemed to be part of the terms and conditions of  this Indenture for any and all purposes.  Section 8.4 Documents To Be Given To Trustee. The Trustee shall be entitled to  receive, and shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of  Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article  VIII is authorized or permitted by this Indenture.  Section 8.5 Notation On Securities In Respect Of Supplemental Indentures. Securities  of any series authenticated and delivered after the execution of any supplemental indenture  pursuant to the provisions of this Article may bear a notation in form approved by the Trustee for  such series as to any matter provided for by such supplemental indenture or as to any action taken  by Securityholders. If the Issuer or the Trustee shall so determine, new Securities of any series so  modified as to conform, in the opinion of the Trustee and the Governing Body, to any modification  of this Indenture contained in any such supplemental indenture may be prepared by the Issuer,  authenticated by the Trustee and delivered in exchange for the Securities of such series then  Outstanding.  





 






  43        ARTICLE IX  SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS  Section 9.1 Satisfaction And Discharge Of Indenture.  (a) The following provisions shall apply to the Securities of each series unless  specifically otherwise provided in a Governing Body Resolution, Officer’s Certificate or  supplemental indenture provided pursuant to Section 2.3. If at any time (i) the Issuer shall have  paid or caused to be paid the principal of and interest on all the Securities of any series Outstanding  hereunder and (other than Securities of such series which have been destroyed, lost or stolen and  which have been replaced or paid as provided in Section 2.9) as and when the same shall have  become due and payable, or (ii) the Issuer shall have delivered to the Trustee for cancellation all  Securities of any series theretofore authenticated (other than any Securities of such series which  shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided  in Section 2.9) or (iii) in the case of any series of Securities where the exact amount of principal  of and interest due on which can be determined at the time of making the deposit referred to in  clause (B) below, (A) all the Securities of such series not theretofore delivered to the Trustee for  cancellation shall have become due and payable, or are by their terms to become due and payable  within one year or are to be called for redemption within one year under arrangements satisfactory  to the Trustee for the giving of notice of redemption, and (B) the Issuer shall have irrevocably  deposited or caused to be deposited with the Trustee funds in trust the entire amount in (1) cash  (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with  Section 9.4), (2) U.S. Government Obligations, maturing as to principal and interest at such times  and in such amounts as will insure the availability of cash sufficient to pay at such maturity or  upon such redemption, as the case may be, or (3) a combination thereof, sufficient, in the opinion  of a nationally recognized firm of independent public accountants expressed in a written  certification thereof delivered to the Trustee, to pay (x) the principal and interest on all Securities  of such series on each date that such principal or interest is due and payable and (y) any mandatory  sinking fund payments on the dates on which such payments are due and payable in accordance  with the terms of this Indenture and the Securities of such series; and if, in any such case, the Issuer  shall also pay or cause to be paid all other sums payable hereunder by the Issuer, then this Indenture  shall cease to be of further effect (except as to (i) rights of registration of transfer and exchange of  Securities of such series pursuant to Section 2.8 and the Issuer’s right of optional redemption, if  any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities (iii) rights of holders  of Securities pursuant to Section 2.8 to receive payments of principal thereof and interest thereon,  upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the  Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and  immunities of the Trustee hereunder, including those under Section 6.6, (v) the rights of the  Holders of Securities of such series as beneficiaries hereof with respect to the property so deposited  with the Trustee payable to all or any of them, and (vi) the obligations of the Issuer under  Section 3.2) and the Trustee, on demand of the Issuer accompanied by an Officer’s Certificate and  an Opinion of Counsel complying with Section 10.5 and at the cost and expense of the Issuer, shall  execute proper instruments acknowledging such satisfaction of and discharging this Indenture;  PROVIDED, that the rights of Holders of the Securities to receive amounts in respect of principal  of and interest on the Securities held by them shall not be delayed longer than required by then- applicable mandatory rules or policies of any securities exchange upon which the Securities are  





 






  44        listed. The Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably  and properly incurred and to compensate the Trustee for any services thereafter reasonably and  properly rendered by the Trustee in connection with this Indenture or the Securities of such series.  (b) The following provisions shall apply to the Securities of each series unless  specifically otherwise provided in a Governing Body Resolution, Officer’s Certificate or  supplemental indenture provided pursuant to Section 2.3. In addition to discharge of this Indenture  pursuant to the next preceding paragraph, in the case of any series of Securities the exact amounts  of principal of and interest due on which can be determined at the time of making the deposit  referred to in subparagraph (i) below, the Issuer shall be deemed to have paid and discharged the  entire indebtedness on all the Securities of such a series on the date of the deposit referred to in  subparagraph (i) below, and the provisions of this Indenture with respect to the Securities of such  series shall no longer be in effect (except as to (1) rights of registration of transfer and exchange  of Securities of such series pursuant to Section 2.8 and the Issuer’s right of optional redemption,  if any, (2) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (3) rights of  Holders of Securities to receive payments of principal thereof and interest thereon, upon the  original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders  to receive mandatory sinking fund payments, if any, (4) the rights, obligations, duties and  immunities of the Trustee hereunder, (5) the rights of the Holders of Securities of such series as  beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any  of them and (6) the obligations of the Issuer under Section 3.2) and the Trustee, at the expense of  the Issuer, shall at the Issuer’s request, execute proper instruments acknowledging the same, if:  (i) with reference to this provision the Issuer has irrevocably deposited  or caused to be irrevocably deposited with the Trustee as funds in trust, specifically pledged  as security for, and dedicated solely to, the benefit of the Holders of the Securities of such  series: (A) cash in an amount, or (B) U.S. Government Obligations, maturing as to  principal and interest at such times and in such amounts as will insure the availability of  cash or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm  of independent public accountants expressed in a written certification thereof delivered to  the Trustee, to pay (1) the principal and interest on all Securities of such series on each date  that such principal or interest is due and payable and (2) any mandatory sinking fund  payments on the dates on which such payments are due and payable in accordance with the  terms of this Indenture and the Securities of such series;  (ii) such deposit will not result in a breach or violation of, or constitute  a default under, any agreement or instrument to which the Issuer is a party or by which it  is bound;  (iii) the Issuer has delivered to the Trustee an Opinion of Counsel from  a nationally recognized law firm based on the fact that (A) the Issuer has received from, or  there has been published by, the IRS a ruling or (B) since the date hereof, there has been a  change in the applicable United States federal income tax law, in either case to the effect  that, and such opinion shall confirm that, the Holders of the Securities of such series will  not recognize income, gain or loss for United States federal income tax purposes as a result  of such deposit, defeasance and discharge and will be subject to United States federal  





 






  45        income tax on the same amount and in the same manner and at the same times, as would  have been the case if such deposit, defeasance and discharge had not occurred;  (iv) the Issuer has delivered to the Trustee an Opinion of Counsel to the  effect that after the 91st day following the deposit, the trust funds will not be subject to  avoidance as a preferential transfer under Section 547(b) of the United States Bankruptcy  Code (except with respect to any Holder that is an “insider” of the Issuer within the  meaning of the United States Bankruptcy Code); and  (v) the Issuer has delivered to the Trustee an Officer’s Certificate and  an Opinion of Counsel, each stating that all conditions precedent provided for relating to  the defeasance contemplated by this provision have been complied with.  (c) If the trustee or any paying agent is unable to apply any money in  accordance with this Indenture by reason of any order or judgment of any court or governmental  authority enjoining, restraining or otherwise prohibiting that application, then the Issuer’s  obligations under this Indenture and the Securities shall be revived and reinstated as though no  deposit had occurred pursuant to this Indenture, until such time as the Trustee or paying agent is  permitted to apply all money in accordance with this Indenture; PROVIDED that if the Issuer  makes any payment of principal of (or premium, if any) or interest, if any, on any Security  following the reinstatement of such obligations, the Issuer will be subrogated to the rights of the  Holders to receive such payment from the money held by the Trustee or paying agent.  (d) The Issuer shall be released from its obligations under Sections 3.6 and 3.7  and unless otherwise provided for in the Governing Body Resolution and/or Officer’s Certificate  establishing such series of Securities, from all covenants and other obligations referred to in  Section 2.3(14) or 2.3(15) with respect to such series of Securities, outstanding on and after the  date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”). For this  purpose, such covenant defeasance means that, with respect to the Outstanding Securities of any  series, the Issuer may omit to comply with and shall have no liability in respect of any term,  condition or limitation set forth in such Section, whether directly or indirectly by reason of any  reference elsewhere herein to such Section or by reason of any reference in such Section to any  other provision herein or in any other document and such omission to comply shall not constitute  an Event of Default under Section 5.1, but the remainder of this Indenture and such Securities shall  be unaffected thereby. The following shall be the conditions to application of this subsection (d) of  this Section 9.1, unless otherwise provided for in the Governing Body Resolution and/or Officer’s  Certificate establishing such series of Securities:  (i) The Issuer has irrevocably deposited or caused to be deposited with  the Trustee as trust funds in trust for the purpose of making the following payments,  specifically pledged as security for, and dedicated solely to, the benefit of the holders of  the Securities of such series, (i) cash in an amount, or (ii) U.S. Government Obligations  maturing as to principal and interest at such times and in such amounts as will insure the  availability of cash or (iii) a combination thereof, sufficient, in the opinion of a nationally  recognized firm of independent public accountants expressed in a written certification  thereof delivered to the Trustee, to pay (A) the principal and interest on all Securities of  





 






  46        such series and (B) any mandatory sinking fund payments on the day on which such  payments are due and payable in accordance with the terms of this Indenture and the  Securities of such series;  (ii) No Event of Default or event which with notice or lapse of time or  both would become an Event of Default with respect to the Securities shall have occurred  and be continuing on the date of such deposit;  (iii) Such covenant defeasance shall not cause the Trustee to have a  conflicting interest as defined in Section 6.9 or for purposes of the Trust Indenture Act with  respect to any securities of the Issuer;  (iv) Such covenant defeasance shall not result in a breach or violation  of, or constitute a default under any agreement or instrument to which the Issuer is a party  or by which it is bound;  (v) Such covenant defeasance shall not cause any Securities then listed  on any registered national securities exchange under the Exchange Act to be delisted;  (vi) The Issuer shall have delivered to the Trustee an Officer’s  Certificate and an Opinion of Counsel from a nationally recognized law firm to the effect  that the Holders of the Securities of such series will not recognize income, gain or loss for  United States federal income tax purposes as a result of such covenant defeasance and will  be subject to United States federal income tax on the same amounts, in the same manner  and at the same times as would have been the case if such covenant defeasance had not  occurred;  (vii) The Issuer has delivered to the Trustee an Opinion of Counsel to the  effect that after the 91st day following the deposit, the trust funds will not be subject to  avoidance as a preferential transfer under Section 547(b) of the United States Bankruptcy  Code (except with respect to any Holder that is an “insider” of the Issuer within the  meaning of the United States Bankruptcy Code); and  (viii) The Issuer shall have delivered to the Trustee an Officer’s  Certificate and an Opinion of Counsel, each stating that all conditions precedent provided  for relating to the covenant defeasance contemplated by this provision have been complied  with.  Section 9.2 Application By Trustee Of Funds Deposited For Payment Of Securities.  Subject to Section 9.4, all moneys deposited with the Trustee (or other trustee) pursuant to  Section 9.1 shall be held in trust and applied by it to the payment, either directly or through any  paying agent (including the Issuer acting as its own paying agent), to the Holders of the particular  Securities of such series for the payment or redemption of which such moneys have been deposited  with the Trustee, of all sums due and to become due thereon for principal and interest; but such  money need not be segregated from other funds except to the extent required by law.  





 






  47        Section 9.3 Repayment Of Moneys Held By Paying Agent. In connection with the  satisfaction and discharge of this Indenture with respect to Securities of any series, all moneys then  held by any paying agent under the provisions of this Indenture with respect to such series of  Securities shall, upon demand of the Issuer, be repaid to it or paid to the Trustee and thereupon  such paying agent shall be released from all further liability with respect to such moneys.  Section 9.4 Return Of Moneys Held By Trustee And Paying Agent Unclaimed For Two  Years. Any moneys deposited with or paid to the Trustee or any paying agent for the payment of  the principal of or interest on any Security of any series and not applied but remaining unclaimed  for two years after the date upon which such principal or interest shall have become due and  payable, shall, upon the written request of the Issuer and unless otherwise required by mandatory  provisions of applicable escheat or abandoned or unclaimed property law, be repaid to the Issuer  by the Trustee for such series or such paying agent, and the Holder of the Securities of such series  shall, unless otherwise required by mandatory provisions of applicable escheat or abandoned or  unclaimed property laws, thereafter look only to the Issuer for any payment which such Holder  may be entitled to collect, and all liability of the Trustee or any paying agent with respect to such  moneys shall thereupon cease; PROVIDED that the Trustee or such paying agent, before being  required to make any such repayment with respect to moneys deposited with it for any payment  shall at the expense of the Issuer, mail by first-class mail to Holders of such Securities at their  addresses as they shall appear on the Security register, notice that such moneys remain and that,  after a date specified therein, which shall not be less than 30 days from the date of such mailing or  publication, any unclaimed balance of such money then remaining will be repaid to the Issuer.  Section 9.5 Indemnity For U.S. Government Of Obligations. The Issuer shall pay and  indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S.  Government Obligations deposited pursuant to Section 9.1 or the principal or interest received in  respect of such obligations.  ARTICLE X  MISCELLANEOUS PROVISIONS  Section 10.1 Incorporators, Shareholders, Officers And Directors Of Issuer Exempt  From Individual Liability. No recourse under or upon any obligation, covenant or agreement  contained in this Indenture, or in any Security, or because of any indebtedness evidenced thereby,  shall be had against any incorporator, as such, or against any past, present or future shareholder,  officer or director, as such, of the Issuer or of any successor, either directly or through the Issuer  or any successor, under any rule of law, statute or constitutional provision or by the enforcement  of any assessment or by any legal or equitable proceeding or otherwise, all such liability being  expressly waived and released by the acceptance of the Securities by the Holders thereof and as  part of the consideration for the issue of the Securities.  Section 10.2 Provisions Of Indenture For The Sole Benefit Of Parties And Holders Of  Securities. Nothing in this Indenture, in the Securities, expressed or implied, shall give or be  construed to give to any Person, other than the parties thereto and their successors and the Holders  of the Securities any legal or equitable right, remedy or claim under this Indenture or under any  





 






  48        covenant or provision herein contained, all such covenants and provisions being for the sole benefit  of the parties hereto and their successors and of the Holders of the Securities.  Section 10.3 Successors And Assigns Of Issuer Bound By Indenture. All the covenants,  stipulations, promises and agreements in this Indenture contained by or in behalf of the Issuer shall  bind its successors and assigns, whether so expressed or not.  Section 10.4 Notices And Demands On Issuer, Trustee And Holders Of Securities. Any  notice or demand which by any provision of this Indenture is required or permitted to be given or  served by the Trustee or by the Holders of Securities to or on the Issuer may be given or served by  being deposited postage prepaid, first-class mail (except as otherwise specifically provided herein)  addressed (until another address of the Issuer is filed by the Issuer with the Trustee) to  Constellation Energy Generation, LLC, 200 Exelon Way, Kennett Square, Pennsylvania 19348,  Attention: General Counsel, with a copy to (which shall not constitute notice): 1735 Market Street,  51st Floor, Philadelphia, Pennsylvania 19103, Attention: Patrick R. Gillard, Esq. Any notice,  direction, request or demand by the Issuer or any Holder of Securities to or upon the Trustee shall  be deemed to have been sufficiently given or served by being deposited postage prepaid, first-class  mail (except as otherwise specifically provided herein) addressed (until another address of the  Trustee is filed by the Trustee with the Issuer) to, Deutsche Bank Trust Company Americas, Trust  and Agency Services, 1 Columbus Circle, 17th Floor, MS NYC 01-1710, New York, New York  10019 Attn: Corporates – Constellation Energy Generation, LLC.  Where this Indenture provides for notice to Holders of Registered Securities, such notice  shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed,  first-class mail, postage prepaid, to each Holder entitled thereto, at his or her last address as it  appears in the Security register.  The Trustee agrees to accept and act upon instructions or directions pursuant to this  Indenture sent by unsecured e-mail, pdf, facsimile transmission or other similar unsecured  electronic methods; PROVIDED that the Trustee shall have received an incumbency certificate  listing persons designated to give such instructions or directions and containing specimen  signatures of such designated persons, which such incumbency certificate shall be amended and  replaced whenever a person is to be added or deleted from the listing.  If the Issuer elects to give  the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the  Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such  instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or  expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such  instructions notwithstanding such instructions conflict or are inconsistent with a subsequent  written instruction. The Issuer agrees to assume all risks arising out of the use of such electronic  methods to submit instructions and directions to the Trustee, including without limitation the risk  of the Trustee acting on unauthorized instructions, and the risk or interception and misuse by third  parties.  Section 10.5 Officer’s Certificates And Opinions Of Counsel; Statements To Be  Contained Therein. Upon any application or demand by the Issuer to the Trustee to take any action  under any of the provisions of this Indenture, the Issuer shall furnish to the Trustee an Officer’s  





 






  49        Certificate stating that all conditions precedent provided for in this Indenture relating to the  proposed action have been complied with and an Opinion of Counsel stating that in the opinion of  such counsel all such conditions precedent have been complied with, except that in the case of any  such application or demand as to which the furnishing of such documents is specifically required  by any provision of this Indenture relating to such particular application or demand, no additional  certificate or opinion need be furnished.  Each certificate or opinion provided for in this Indenture and delivered to the Trustee with  respect to compliance with a condition or covenant provided for in this Indenture shall include (a)  a statement that the Person making such certificate or opinion has read such covenant or condition,  (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 such Person, he or she has made such examination or investigation as is necessary  to enable him or her 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 or not, in the opinion of such Person,  such condition or covenant has been complied with.  Any certificate, statement or opinion of an officer of the Issuer may be based, insofar as it  relates to legal matters, upon a certificate or opinion of or representations by counsel, unless such  officer knows that the certificate or opinion or representations with respect to the matters upon  which his or her certificate, statement or opinion may be based as aforesaid are erroneous, or in  the exercise of reasonable care should know that the same are erroneous. Any certificate, statement  or opinion of counsel may be based, insofar as it relates to factual matters or information in the  possession of the Issuer, upon the certificate, statement or opinion of or representations by an  officer or officers of the Issuer, unless such counsel knows that the certificate, statement or opinion  or representations with respect to the matters upon which his or her certificate, statement or opinion  may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that  the same are erroneous.  Any certificate, statement or opinion of an officer of the Issuer or of counsel may be based,  insofar as it relates to accounting matters, upon a certificate or opinion of or representations by an  accountant or firm of accountants in the employ of the Issuer, unless such officer or counsel, as  the case may be, knows that the certificate or opinion of or representations with respect to the  accounting matters upon which his or her certificate, statement or opinion may be based as  aforesaid are erroneous, or in the exercise of reasonable care should know that the same are  erroneous.  Any certificate or opinion of any independent firm of public accountants filed with and  directed to the Trustee shall contain a statement that such firm is independent.  Section 10.6 Payments Due On Saturdays, Sundays And Holidays. Unless otherwise  provided in a Governing Body Resolution or Officer’s Certificate, if the date of maturity of interest  on or principal of the Securities of any series or the date fixed for redemption or repayment of any  such Security shall not be a Business Day, then payment of interest or principal need not be made  on such date, but may be made on the next succeeding Business Day with the same force and effect  





 






  50        as if made on the date of maturity or the date fixed for redemption, and no interest shall accrue for  the period after such date.  Section 10.7 Limited Incorporation by Reference of Trust Indenture. This Indenture is  not subject to the mandatory provisions of the Trust Indenture Act. The provisions of the Trust  Indenture Act are not incorporated by reference in or made part of this Indenture unless specifically  provided herein.  Section 10.8 Governing Law. This Indenture and the Securities shall be governed by and  construed in accordance with the State of New York, without regard to conflict of laws principles  thereunder, except to the extent that the law of any other jurisdiction shall be mandatorily  applicable.  Section 10.9 Waiver of Jury Trial. EACH OF THE ISSUER AND THE TRUSTEE  HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY  APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL  PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE  SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.  Section 10.10 FATCA. In order to comply with applicable tax laws, rules and regulations  (inclusive of directives, guidelines and interpretations promulgated by competent authorities) in  effect from time to time (“Applicable Law”) a foreign financial institution, issuer, trustee, paying  agent, holder or other institution is or has agreed to be subject to related to this Indenture, the  Company agrees (i) to provide to Deutsche Bank Trust Company Americas sufficient information  about holders or other applicable parties and/or transactions (including any modification to the  terms of such transactions) so Deutsche Bank Trust Company Americas can determine whether it  has tax related obligations under Applicable Law, (ii) that Deutsche Bank Trust Company  Americas shall be entitled to make any withholding or deduction from payments under this  Indenture to the extent necessary to comply with Applicable Law for which Deutsche Bank Trust  Company Americas shall not have any liability, and (iii) to hold harmless Deutsche Bank Trust  Company Americas for any losses it may suffer due to the actions it takes to comply with such  Applicable Law. The terms of this section shall survive the termination of this Indenture.    Section 10.11 Counterparts. The parties may sign any number of copies of this Indenture.   Signatures to this Indenture or any instrument, agreement or document necessary for the  consummation of the transactions contemplated by this Indenture or related hereto or thereto  (including, without limitation, addendums, amendments, notices, instructions, communications  with respect to the delivery of securities or the wire transfer of funds or other communications)  (“Executed Documentation”) may be manual, facsimile, or Electronic Signatures. Each signed  copy shall be an original, but all of them together represent the same agreement. Delivery of an  executed counterpart of a signature page to Executed Documentation by telecopier, facsimile or  other electronic transmission (e.g. a “pdf” or “tif”) shall be effective as delivery of a manually  executed counterpart thereof. The exchange of copies of Executed Documentation and of signature  pages by telecopier, facsimile or other electronic transmission (e.g. a “pdf” or “tif”) shall constitute  effective execution and delivery of this Indenture and other Executed Documentation  as to the  





 






  51        parties hereto and may be used in lieu of the original Indenture or other Executed Documentation  and signature pages for all purposes.  Section 10.12 Effect Of Headings. The Article and Section headings herein and the Table  of Contents are for convenience only and shall not affect the construction hereof.  Section 10.13 Anti-Money Laundering Laws.  In order to comply with the laws, rules,  regulations and executive orders in effect from time to time applicable to banking institutions,  including, without limitation, those relating to the funding of terrorist activities and money  laundering, including Section 326 of the USA PATRIOT Act of the United States (“Applicable  AML Law”), the Trustee is required to obtain, verify, record and update certain information  relating to individuals and entities which maintain a business relationship with the Trustee.  Accordingly, each of the parties agree to provide to the Trustee, upon its request from time to  time such identifying information and documentation as may be available for such party in order  to enable the Trustee to comply with Applicable AML Law.  ARTICLE XI  REDEMPTION OF SECURITIES AND SINKING FUNDS  Section 11.1 Applicability Of Article. The provisions of this Article shall be applicable  to the Securities of any series which are redeemable before their maturity or to any sinking fund  for the retirement of Securities of a series except as otherwise specified as contemplated by  Section 2.3 for Securities of such series.  Section 11.2 Notice Of Redemption; Partial Redemptions. Notice of redemption to the  Holders of Registered Securities of any series to be redeemed as a whole or in part at the option of  the Issuer shall be given by mailing notice of such redemption by first class mail, postage prepaid,  at least 10 days and not more than 60 days prior to the date fixed for redemption to such Holders  of Securities of such series at their last addresses as they shall appear upon the registry books. Any  notice which is mailed in the manner herein provided shall be conclusively presumed to have been  duly given, whether or not the Holder receives the notice. Failure to give notice by mail, or any  defect in the notice to the Holder of any Security of a series designated for redemption as a whole  or in part shall not affect the validity of the proceedings for the redemption of such Security of  such series.  The notice of redemption to each such Registered Holder shall specify the principal amount  of each Security of such series held by such Registered Holder to be redeemed, the date fixed for  redemption, the redemption price, the place or places of payment, that payment will be made upon  presentation and surrender of such Securities, that such redemption is pursuant to the mandatory  or optional sinking fund, or both, if such be the case, that interest accrued to the date fixed for  redemption will be paid as specified in such notice and that on and after said date interest thereon  or on the portions thereof to be redeemed will cease to accrue. In case any Security of a series is  to be redeemed in part only, the notice of redemption to Registered Holders of Securities of the  series shall state the portion of the principal amount thereof to be redeemed and shall state that on  and after the date fixed for redemption, upon surrender of such Security, a new Security or  





 






  52        Securities of such series in principal amount equal to the unredeemed portion thereof will be  issued.  The notice of redemption of Securities of any series to be redeemed at the option of the  Issuer shall be given by the Issuer or, at the Issuer’s request, by the Trustee in the name and at the  expense of the Issuer.  On or before the redemption date specified in the notice of redemption given as provided  in this Section, the Issuer will deposit with the Trustee or with one or more paying agents (or, if  the Issuer is acting as its own paying agent, set aside, segregate and hold in trust as provided in  Section 3.4) an amount of money sufficient to redeem on the redemption date all the Securities of  such series so called for redemption at the appropriate redemption price, together with accrued  interest to the date fixed for redemption (it being understood and agreed that the Trustee shall have  no obligation to calculate or verify any redemption price). The Issuer will deliver to the Trustee at  least 10 days prior to the date fixed for redemption, or such shorter period as shall be acceptable  to the Trustee, an Officer’s Certificate stating the aggregate principal amount of Securities to be  redeemed. In case of a redemption at the election of the Issuer prior to the expiration of any  restriction on such redemption, the Issuer shall deliver to the Trustee, prior to the giving of any  notice of redemption to Holders pursuant to this Section, an Officer’s Certificate stating that such  restriction has been complied with.  In the event that less than all of the Securities of a series are to be redeemed at any time,  except as otherwise provided for in a Governing Body Resolution or Officer’s Certificate, selection  of Securities for redemption will be made by the Trustee in compliance with the requirements  governing redemptions of the principal securities exchange, if any, on which the Securities are  listed or if such securities exchange has no requirement governing redemption or the Securities are  not then listed on a securities exchange, by any method as may be required by the Depository Trust  Company in accordance with its applicable procedures. Securities may be redeemed in part in  multiples equal to the minimum authorized denomination for Securities of such series or any  multiple thereof. The Trustee shall promptly notify the Issuer in writing of the Securities of such  series selected for redemption and, in the case of any Securities of such series selected for partial  redemption, 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 of any series  shall relate, in the case of any Security redeemed or to be redeemed only in part, to the portion of  the principal amount of such Security which has been or is to be redeemed.  Section 11.3 Payment Of Securities Called For Redemption. If notice of redemption has  been given as above provided, the Securities or portions of Securities specified in such notice shall  become due and payable on the date and at the place stated in such notice at the applicable  redemption price, together with interest accrued to the date fixed for redemption, and on and after  said date (unless the Issuer shall default in the payment of such Securities at the redemption price,  together with interest accrued to said date) interest on the Securities or portions of Securities so  called for redemption shall cease to accrue, and, except as provided in Sections 6.5 and 9.4, such  Securities shall cease from and after the date fixed for redemption to be entitled to any benefit or  security under this Indenture, and the Holders thereof shall have no right in respect of such  Securities except the right to receive the redemption price thereof and unpaid interest to the date  





 






  53        fixed for redemption. On presentation and surrender of such Securities at a place of payment  specified in said notice, said Securities or the specified portions thereof shall be paid and redeemed  by the Issuer at the applicable redemption price, together with interest accrued thereon to the date  fixed for redemption; PROVIDED that payment of interest becoming due on or prior to the date  fixed for redemption shall be payable to the Holder of such Registered Securities registered as  such on the relevant record date, subject to the terms and provisions of Sections 2.3 and 2.7.  If any Security called for redemption shall not be so paid upon surrender thereof for  redemption, the principal shall, until paid or duly provided for, bear interest from the date fixed  for redemption at the rate of interest or Yield to Maturity (in the case of an Original Issue Discount  Security) borne by such Security.  Upon presentation of any Security redeemed in part only, the Issuer shall execute and the  Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of  the Issuer, a new Security or Securities of such series, of authorized denominations, in principal  amount equal to the unredeemed portion of the Security so presented.  Section 11.4 Exclusion Of Certain Securities From Eligibility For Selection For  Redemption. Securities shall be excluded from eligibility for selection for redemption if they are  identified by registration and certificate number in an Officer’s Certificate delivered to the Trustee  at least 10 days prior to the last date on which notice of redemption may be given as being owned  of record and beneficially by, and not pledged or hypothecated by, either (a) the Issuer or (b) an  entity specifically identified in such written statement as directly or indirectly controlling or  controlled by or under direct or indirect common control with the Issuer.  Section 11.5 Mandatory And Optional Sinking Funds. The minimum amount of any  sinking fund payment provided for by the terms of the Securities of any series 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 the Securities of any series is herein referred to as an “optional sinking  fund payment.” The date on which a sinking fund payment is to be made is herein referred to as  the “sinking fund payment date.”  In lieu of making all or any part of any mandatory sinking fund payment with respect to  any series of Securities in cash, the Issuer may at its option (a) deliver to the Trustee Securities of  such series theretofore purchased or otherwise acquired (except upon redemption pursuant to the  mandatory sinking fund) by the Issuer or receive credit for Securities of such series (not previously  so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Issuer and  delivered to the Trustee for cancellation pursuant to Section 2.10, (b) receive credit for optional  sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive  credit for Securities of such series (not previously so credited) redeemed by the Issuer through any  optional redemption provision contained in the terms of such series. Securities so delivered or  credited shall be received or credited by the Trustee at the sinking fund redemption price specified  in such Securities.  On or before the 60th day next preceding each sinking fund payment date for any series,  the Issuer will deliver to the Trustee an Officer’s Certificate (which need not contain the statements  





 






  54        required by Section 10.5) (a) specifying the portion of the mandatory sinking fund payment to be  satisfied by payment of cash and the portion to be satisfied by credit of Securities of such series  and the basis for such credit, (b) stating that none of the Securities of such series has theretofore  been so credited, (c) stating that no defaults in the payment of interest or Events of Default with  respect to such series have occurred (which have not been waived or cured) and are continuing  and (d) stating whether or not the Issuer intends to exercise its right to make an optional sinking  fund payment with respect to such series and, if so, specifying the amount of such optional sinking  fund payment which the Issuer intends to pay on or before the next succeeding sinking fund  payment date. Any Securities of such series to be credited and required to be delivered to the  Trustee in order for the Issuer to be entitled to credit therefor as aforesaid which have not  theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section  2.10 to the Trustee with such Officer’s Certificate (or reasonably promptly thereafter if acceptable  to the Trustee). Such Officer’s Certificate shall be irrevocable and upon its receipt by the Trustee,  the Issuer shall become unconditionally obligated to make all the cash payments or payments  therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of  the Issuer, on or before any such 60th day, to deliver such Officer’s Certificate and Securities  specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of  such date, the irrevocable election of the Issuer (i) that the mandatory sinking fund payment for  such series due on the next succeeding sinking fund payment date shall be paid entirely in cash  without the option to deliver or credit Securities of such series in respect thereof and (ii) that the  Issuer will make no optional sinking fund payment with respect to such series as provided in this  Section.  If the sinking fund payment or payments (mandatory or optional or both) to be made in  cash on the next succeeding sinking fund payment date plus any unused balance of any preceding  sinking fund payments made in cash shall exceed $50,000 or a lesser sum in Dollars if the Issuer  shall so request with respect to the Securities of any particular series, such cash shall be applied  on the next succeeding sinking fund payment date to the redemption of Securities of such series at  the sinking fund redemption price together with accrued interest to the date fixed for redemption.  If such amount shall be $50,000 or less and the Issuer makes no such request then it shall be carried  over until a sum in excess of $50,000 is available. The Trustee shall select, in the manner provided  in Section 11.2, for redemption on such sinking fund payment date a sufficient principal amount  of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in  writing by the Issuer) inform the Issuer of the serial numbers of the Securities of such series (or  portions thereof) so selected. Securities shall be excluded from eligibility for redemption under  this Section if they are identified by registration and certificate number in an Officer’s Certificate  delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of  record and beneficially by, and not pledged or hypothecated by, either (a) the Issuer or (b) an entity  specifically identified in such Officer’s Certificate as directly or indirectly controlling or controlled  by or under direct or indirect common control with the Issuer. The Trustee, in the name and at the  expense of the Issuer (or the Issuer, if it shall so request the Trustee in writing) shall cause notice  of redemption of the Securities of such series to be given in substantially the manner provided in  Section 11.2 (and with the effect provided in Section 11.3) for the redemption of Securities of such  series in part at the option of the Issuer. The amount of any sinking fund payments not so applied  or allocated to the redemption of Securities of such series shall be added to the next cash sinking  fund payment for such series and, together with such payment, shall be applied in accordance with  





 






  55        the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date  of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not  held for the payment or redemption of particular Securities of such series shall be applied, together  with other moneys, if necessary, sufficient for the purpose, to the payment of the principal of, and  interest on, the Securities of such series at maturity.  On or before each sinking fund payment date, the Issuer shall pay to the Trustee in cash or  shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on  Securities to be redeemed on the next following sinking fund payment date.  The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking  fund moneys or give any notice of redemption of Securities for such series by operation of the  sinking fund during the continuance of a default in payment of interest on such Securities or of  any Event of Default except that, where the giving of notice of redemption of any Securities shall  theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities;  PROVIDED, that it shall have received from the Issuer a sum sufficient for such redemption.  Except as aforesaid, any moneys in the sinking fund for such series at the time when any such  default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall,  during the continuance of such default or Event of Default be deemed to have been collected under  Article V and held for the payment of all such Securities. In case such Event of Default shall have  been waived as provided in Section 5.10 or the default cured on or before the 60th day preceding  the sinking fund payment date in any year, such moneys shall thereafter be applied on the next  succeeding sinking fund payment date in accordance with this Section to the redemption of such  Securities.  [Remainder of Page Intentionally Left Blank]    





 






  56        IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly  executed and attested as of the date first written above.  CONSTELLATION ENERGY  GENERATION, LLC  By: /s/ Shane Smith ____________________  Name: Shane Smith  Title:   Vice President and Treasurer   DEUTSCHE BANK TRUST COMPANY  AMERICAS,  as Trustee  By: /s/ Bridgette Casasnovas ____________  Name: Bridgette Casasnovas  Title: Vice President    By: /s/ Robert Peschler _________________  Name: Robert Peschler  Title: Vice President