Indenture, dated November 1, 2011



 Exhibit 4.1 

 
  

TUCSON ELECTRIC POWER COMPANY 
 TO 
 U.S. BANK NATIONAL ASSOCIATION, 

Trustee 
  

 
 Indenture

 (For Unsecured Debt Securities) 
 Dated as of November 1, 2011 
  

 
  







 TUCSON ELECTRIC POWER COMPANY 

Reconciliation and tie between Trust Indenture Act of 1939 
 and Indenture (For Unsecured Debt Securities) dated as of November 1, 2011 
  

					
	Trust Indenture Act Section	  	Indenture Section
			
	 §310
	 	(a)(1)	  	909
		 	(a)(2)	  	909
		 	(a)(3)	  	914
		 	(a)(4)	  	Not Applicable
		 	(b)	  	908, 910
	 §311
	 	(a)	  	913
		 	(b)	  	913
	 §312
	 	(a)	  	1001
		 	(b)	  	1001
		 	(c)	  	1001
	 §313
	 	(a)	  	1002
		 	(b)(1)	  	Not Applicable
		 	(b)(2)	  	1002
		 	(c)	  	1002
		 	(d)	  	1002
	 §314
	 	(a)	  	1002
		 	(a)(4)	  	606
		 	(b)	  	Not Applicable
		 	(c)(1)	  	102
		 	(c)(2)	  	102
		 	(c)(3)	  	Not Applicable
		 	(d)	  	Not Applicable
		 	(e)	  	102
	 §315
	 	(a)	  	901, 903
		 	(b)	  	902
		 	(c)	  	901
		 	(d)	  	901
		 	(e)	  	814
	 §316
	 	(a)	  	812, 813
		 	(a)(1)(A)	  	802, 812
		 	(a)(1)(B)	  	813
		 	(a)(2)	  	Not Applicable
		 	(b)	  	808
	 §317
	 	(a)(1)	  	803
		 	(a)(2)	  	804
		 	(b)	  	603
	 §318
	 	(a)	  	107

 Note: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture. 

  
 i 








 TABLE OF CONTENTS1 
  

							
	 PARTIES
	 		  	 	1	  
	 RECITAL OF THE COMPANY
	  	 	1	  
			
	 ARTICLE ONE
	 	            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	  	 	1	  
		
	 SECTION 101.             Definitions
	  	 	1	  
			
		 	 Act
	  	 	2	  
		 	 Affiliate
	  	 	2	  
		 	 Authenticating Agent
	  	 	2	  
		 	 Authorized Officer
	  	 	2	  
		 	 Benefitted Securities
	  	 	2	  
		 	 Board of Directors
	  	 	2	  
		 	 Board Resolution
	  	 	2	  
		 	 Business Day
	  	 	2	  
		 	 Capital Lease Obligations
	  	 	3	  
		 	 Commission
	  	 	3	  
		 	 Company
	  	 	3	  
		 	 Company Request or Company Order
	  	 	3	  
		 	 Corporate Trust Office
	  	 	3	  
		 	 Corporation
	  	 	3	  
		 	 Debt
	  	 	3	  
		 	 Defaulted Interest
	  	 	3	  
		 	 Discount Security
	  	 	3	  
		 	 Dollar or $
	  	 	3	  
		 	 Eligible Obligations
	  	 	4	  
		 	 Event of Default
	  	 	4	  
		 	 Excepted Property
	  	 	4	  
		 	 Existing Capital Lease Obligations
	  	 	4	  
		 	 Government Obligations
	  	 	4	  
		 	 Governmental Authority
	  	 	4	  
		 	 Holder
	  	 	4	  
		 	 Indenture
	  	 	4	  
		 	 interest
	  	 	5	  
		 	 Interest Payment Date
	  	 	5	  
		 	 Investment Securities
	  	 	5	  
		 	 Lien
	  	 	5	  
		 	 Maturity
	  	 	5	  
		 	 Mortgage Bonds
	  	 	6	  
		 	 Mortgage Indenture
	  	 	6	  
		 	 Officer’s Certificate
	  	 	6	  

  
  

	1 	 Note: This table of contents shall not, for any purpose, be deemed to be part of the Indenture. 



  
 ii 










									
		 	 Opinion of Counsel
	  	 	6	  
		 	 Outstanding
	  	 	6	  
		 	 Paying Agent
	  	 	7	  
		 	 Periodic Offering
	  	 	7	  
		 	 Permitted Secured Debt
	  	 	7	  
		 	 Person
	  	 	7	  
		 	 Place of Payment
	  	 	7	  
		 	 Predecessor Security
	  	 	7	  
		 	 Purchase Money Lien
	  	 	7	  
		 	 Redemption Date
	  	 	7	  
		 	 Redemption Price
	  	 	7	  
		 	 Regular Record Date
	  	 	7	  
		 	 Release Date
	  	 	8	  
		 	 Required Currency
	  	 	8	  
		 	 Responsible Officer
	  	 	8	  
		 	 San Carlos
	  	 	8	  
		 	 Secured Debt
	  	 	8	  
		 	 Secured Obligations
	  	 	8	  
		 	 Securities
	  	 	8	  
		 	 Securities Act
	  	 	8	  
		 	 Security Register and Security Registrar
	  	 	8	  
		 	 Special Record Date
	  	 	8	  
		 	 Stated Interest Rate
	  	 	8	  
		 	 Stated Maturity
	  	 	8	  
		 	 supplemental indenture
	  	 	8	  
		 	 Tangible Assets
	  	 	8	  
		 	 Total Capitalization
	  	 	9	  
		 	 Tranche
	  	 	9	  
		 	 Trust Indenture Act
	  	 	9	  
		 	 Trustee
	  	 	9	  
		 	 United States
	  	 	9	  
			
	 SECTION 102.
	    	Compliance Certificates and Opinions	  	 	9	  
	 SECTION 103.
	    	Form of Documents Delivered to Trustee	  	 	10	  
	 SECTION 104.
	    	Acts of Holders	  	 	11	  
	 SECTION 105.
	    	Notices, etc. to Trustee and Company	  	 	13	  
	 SECTION 106.
	    	Notice to Holders of Securities; Waiver	  	 	14	  
	 SECTION 107.
	    	Conflict with Trust Indenture Act	  	 	14	  
	 SECTION 108.
	    	Effect of Headings and Table of Contents	  	 	14	  
	 SECTION 109.
	    	Successors and Assigns	  	 	14	  
	 SECTION 110.
	    	Separability Clause	  	 	14	  
	 SECTION 111.
	    	Benefits of Indenture	  	 	15	  
	 SECTION 112.
	    	Governing Law	  	 	15	  
	 SECTION 113.
	    	Legal Holidays	  	 	15	  
	 SECTION 114.
	    	Waiver of Jury Trial	  	 	15	  
	 SECTION 115.
	    	USA Patriot Act	  	 	15	  
	 SECTION 116.
	    	Force Majeure	  	 	16	  


  
 iii










							
	ARTICLE TWO	 	SECURITY FORMS	  	16
				
	 SECTION 201.
	 		  	Forms Generally	  	16
	 SECTION 202.
	 		  	Form of Trustee’s Certificate of Authentication	  	16
			
	ARTICLE THREE	 	THE SECURITIES	  	17
				
	 SECTION 301.
	 		  	Amount Unlimited; Issuable in Series	  	17
	 SECTION 302.
	 		  	Denominations	  	21
	 SECTION 303.
	 		  	Execution, Authentication, Delivery and Dating	  	21
	 SECTION 304.
	 		  	Global or Temporary Securities	  	23
	 SECTION 305.
	 		  	Registration, Registration of Transfer and Exchange	  	24
	 SECTION 306.
	 		  	Mutilated, Destroyed, Lost and Stolen Securities	  	25
	 SECTION 307.
	 		  	Payment of Interest; Interest Rights Preserved	  	26
	 SECTION 308.
	 		  	Persons Deemed Owners	  	27
	 SECTION 309.
	 		  	Cancellation by Security Registrar	  	27
	 SECTION 310.
	 		  	Computation of Interest	  	28
	 SECTION 311.
	 		  	Payment to Be in Proper Currency	  	28
			
	ARTICLE FOUR	 	REDEMPTION OF SECURITIES	  	28
				
	 SECTION 401.
	 		  	Applicability of Article	  	28
	 SECTION 402.
	 		  	Election to Redeem; Notice to Trustee	  	29
	 SECTION 403.
	 		  	Selection of Securities to Be Redeemed	  	29
	 SECTION 404.
	 		  	Notice of Redemption	  	29
	 SECTION 405.
	 		  	Securities Payable on Redemption Date	  	31
	 SECTION 406.
	 		  	Securities Redeemed in Part	  	31
			
	ARTICLE FIVE	 	SINKING FUNDS	  	31
				
	 SECTION 501.
	 		  	Applicability of Article	  	31
	 SECTION 502.
	 		  	Satisfaction of Sinking Fund Payments with Securities	  	32
	 SECTION 503.
	 		  	Redemption of Securities for Sinking Fund	  	32
			
	ARTICLE SIX	 	COVENANTS	  	33
				
	 SECTION 601.
	 		  	Payment of Principal, Premium and Interest	  	33
	 SECTION 602.
	 		  	Maintenance of Office or Agency	  	33
	 SECTION 603.
	 		  	Money for Securities Payments to Be Held in Trust	  	34
	 SECTION 604.
	 		  	Corporate Existence	  	35
	 SECTION 605.
	 		  	Limitation on Secured Debt	  	35
	 SECTION 606.
	 		  	Annual Officer’s Certificate as to Compliance	  	42
	 SECTION 607.
	 		  	Waiver of Certain Covenants	  	42
			
	ARTICLE SEVEN	 	SATISFACTION AND DISCHARGE	  	42
				
	 SECTION 701.
	 		  	Satisfaction and Discharge of Securities	  	42
	 SECTION 702.
	 		  	Satisfaction and Discharge of Indenture	  	45
	 SECTION 703.
	 		  	Application of Trust Money	  	45
			
	ARTICLE EIGHT	 	EVENTS OF DEFAULT; REMEDIES	  	46
				
	 SECTION 801.
	 		  	Events of Default	  	46
	 SECTION 802.
	 		  	Acceleration of Maturity; Rescission and Annulment	  	48


  
 iv 










							
	 SECTION 803.
	 		  	Collection of Indebtedness and Suits for Enforcement by Trustee	  	49
	 SECTION 804.
	 		  	Trustee May File Proofs of Claim	  	49
	 SECTION 805.
	 		  	Trustee May Enforce Claims Without Possession of Securities	  	50
	 SECTION 806.
	 		  	Application of Money Collected	  	50
	 SECTION 807.
	 		  	Limitation on Suits	  	51
	 SECTION 808.
	 		  	Unconditional Right of Holders to Receive Principal, Premium and Interest	  	51
	 SECTION 809.
	 		  	Restoration of Rights and Remedies	  	52
	 SECTION 810.
	 		  	Rights and Remedies Cumulative	  	52
	 SECTION 811.
	 		  	Delay or Omission Not Waiver	  	52
	 SECTION 812.
	 		  	Control by Holders of Securities	  	52
	 SECTION 813.
	 		  	Waiver of Past Defaults	  	53
	 SECTION 814.
	 		  	Undertaking for Costs	  	53
	 SECTION 815.
	 		  	Waiver of Usury, Stay or Extension Laws	  	53
			
	ARTICLE NINE	 	THE TRUSTEE	  	54
				
	 SECTION 901.
	 		  	Certain Duties and Responsibilities	  	54
	 SECTION 902.
	 		  	Notice of Defaults	  	55
	 SECTION 903.
	 		  	Certain Rights of Trustee	  	55
	 SECTION 904.
	 		  	Not Responsible for Recitals or Issuance of Securities	  	57
	 SECTION 905.
	 		  	May Hold Securities	  	57
	 SECTION 906.
	 		  	Money Held in Trust	  	57
	 SECTION 907.
	 		  	Compensation and Reimbursement	  	57
	 SECTION 908.
	 		  	Disqualification; Conflicting Interests	  	58
	 SECTION 909.
	 		  	Corporate Trustee Required; Eligibility	  	59
	 SECTION 910.
	 		  	Resignation and Removal; Appointment of Successor	  	59
	 SECTION 911.
	 		  	Acceptance of Appointment by Successor	  	61
	 SECTION 912.
	 		  	Merger, Conversion, Consolidation or Succession to Business	  	62
	 SECTION 913.
	 		  	Preferential Collection of Claims Against Company	  	62
	 SECTION 914.
	 		  	Co-trustees and Separate Trustees	  	62
	 SECTION 915.
	 		  	Appointment of Authenticating Agent	  	64
			
	ARTICLE TEN	 	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	  	65
				
	 SECTION 1001.
	 		  	Lists of Holders	  	65
	 SECTION 1002.
	 		  	Reports by Trustee and Company	  	66
			
	ARTICLE ELEVEN	 	CONSOLIDATION, MERGER, CONVEYANCE OR OTHER TRANSFER	  	66
				
	 SECTION 1101.
	 		  	Company May Consolidate, etc., Only on Certain Terms	  	66
	 SECTION 1102.
	 		  	Successor Corporation Substituted	  	67
	 SECTION 1103.
	 		  	Limitations	  	67
			
	ARTICLE TWELVE	 	SUPPLEMENTAL INDENTURES	  	68


  
 v 









									
	 SECTION 1201.
	 		  	Supplemental Indentures Without Consent of Holders	  	 	68	  
	 SECTION 1202.
	 		  	Supplemental Indentures With Consent of Holders	  	 	70	  
	 SECTION 1203.
	 		  	Execution of Supplemental Indentures	  	 	71	  
	 SECTION 1204.
	 		  	Effect of Supplemental Indentures	  	 	72	  
	 SECTION 1205.
	 		  	Conformity With Trust Indenture Act	  	 	72	  
	 SECTION 1206.
	 		  	Reference in Securities to Supplemental Indentures	  	 	72	  
	 SECTION 1207.
	 		  	Modification Without Supplemental Indenture	  	 	72	  
			
	ARTICLE THIRTEEN	 	    MEETINGS OF HOLDERS; ACTION WITHOUT MEETING	  	 	73	  
				
	 SECTION 1301.
	 		  	Purposes for Which Meetings May Be Called	  	 	73	  
	 SECTION 1302.
	 		  	Call, Notice and Place of Meetings	  	 	73	  
	 SECTION 1303.
	 		  	Persons Entitled to Vote at Meetings	  	 	74	  
	 SECTION 1304.
	 		  	Quorum; Action	  	 	74	  
	 SECTION 1305.
	 		  	Attendance at Meetings; Determination of Voting Rights; Conduct and Adjournment of Meetings	  	 	75	  
	 SECTION 1306.
	 		  	Counting Votes and Recording Action of Meetings	  	 	76	  
	 SECTION 1307.
	 		  	Action Without Meeting	  	 	76	  
			
	ARTICLE FOURTEEN	 	    IMMUNITY OF INCORPORATORS, SHAREHOLDERS, OFFICERS AND DIRECTORS	  	 	76	  
				
	 SECTION 1401.
	 		  	Liability Solely Corporate	  	 	76	  


  
 vi 









 INDENTURE, dated as of November 1, 2011, between TUCSON ELECTRIC POWER
COMPANY, a corporation duly organized and existing under the laws of the State of Arizona (herein called the “Company”), having its principal office at 88 East Broadway Blvd., Tucson, Arizona 85702, and U.S. BANK NATIONAL
ASSOCIATION, a national banking association, having its designated corporate trust office at 100 Wall Street, Suite 1600, New York, New York 10005, as Trustee (herein called the “Trustee”). 

RECITAL OF THE COMPANY 
 The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured debentures, notes or other evidences of indebtedness (herein
called the “Securities”), in an unlimited aggregate principal amount to be issued in one or more series as contemplated herein; and all acts necessary to make this Indenture a valid agreement of the Company have been performed. 

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires, capitalized terms
used herein shall have the meanings assigned to them in Article One of this Indenture. 
 NOW, THEREFORE, THIS INDENTURE
WITNESSETH: 
 For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is
mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities or of any series thereof, as follows: 
 ARTICLE ONE 
 Definitions and Other Provisions of General Application

 SECTION 101. Definitions. 
 For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires: 

(a) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as
the singular; 
 (b) all terms used herein without definition which are defined in the Trust Indenture Act, as in
effect on the date of the execution and delivery of this Indenture, either directly or by reference therein, have the meanings assigned to them therein; 
 (c) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles in the United States, and, except as otherwise herein
expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted in the United States at the date of
such computation or, at the election of the Company from time to time, at the date of the execution and delivery of this Indenture; provided, however, that 

  
 1 








 
in determining generally accepted accounting principles applicable to the Company, effect shall be given, to the extent required, to any order, rule or regulation of any administrative agency,
regulatory authority or other governmental body having jurisdiction over the Company; and 
 (d) 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. 

Certain terms, used principally in Article Nine, are defined in that Article. 

“Act”, when used with respect to any Holder of a Security, has the meaning specified in Section 104. 

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

 “Authenticating Agent” means any Person (other than the Company or an Affiliate of the Company) authorized
by the Trustee pursuant to Section 915 to act on behalf of the Trustee to authenticate one or more series of Securities or Tranche thereof. 
 “Authorized Officer” means the Chairman of the Board of Directors, the Vice Chairman, the President, any Vice President, the Treasurer, any Assistant Treasurer, or any other officer,
manager or agent of the Company duly authorized by a Board Resolution to act in respect of matters relating to this Indenture. 

“Benefitted Securities” has the meaning specified in Section 605. 

“Board of Directors” means either the board of directors, the board of managers or similar governing body of the Company
or any committee thereof duly authorized to act in respect of matters relating to this Indenture. 
 “Board
Resolution” means a copy of a resolution or resolutions certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee. 
 “Business Day”, when used with respect to a Place of Payment or
any other particular location specified in the Securities or this Indenture, means any day, other than a Saturday or Sunday, which is not a day on which banking institutions or trust companies in such Place of Payment or other location are
authorized or required by law, regulation or executive order to remain closed or which is not a day on which the Corporate Trust Office is closed for business, except as may be otherwise specified as contemplated by Section 301. 

  
 2 








 “Capital Lease Obligations” has the meaning specified in Section 605.

 “Commission” means the United States Securities and Exchange Commission, as from time to time constituted,
created under the Securities Exchange Act of 1934, as amended, or, if at any time after the date of 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, if any, performing such duties at such time. 
 “Company” means the Person named as the
“Company” in the first paragraph of this Indenture until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person. 

“Company Request” or “Company Order” means a written request or order signed in the name of the Company
by an Authorized Officer and delivered to the Trustee. 
 “Corporate Trust Office” means the office of the
Trustee in the Place of Payment for Securities, which office at the date of execution and delivery of this Indenture is located at 100 Wall Street, Suite 1600, New York, New York 10005, or such other address as the Trustee may designate from time to
time, with the consent of the Company, by notice to the Holders and the Company; provided that copies of all notices and any other documents delivered to the Corporate Trust Office shall also be sent to the Trustee pursuant to the requirements of
Section 105. 
 “Corporation” means a corporation, association, company, limited liability company, joint
stock company or business trust, and references to “corporate” and other derivations of “Corporation” herein shall be deemed to include appropriate derivations of such entities. “Corporation” also includes any
partnership (including any limited liability partnership, limited partnership or limited liability limited partnership) organized under the law of any state of the United States or the District of Columbia if, under the law of such jurisdiction
(a) such partnership has filed a certificate of existence or similar instrument in the appropriate offices of such jurisdiction that, among other things, designates an agent for service of process in such jurisdiction, (b) such partnership
is an entity, (c) property acquired by such partnership is property of the partnership and not of the partners and (d) the existence of such partnership is either perpetual or for a definite term that, as of the applicable time of
determination, shall not expire prior to the last Stated Maturity of the Securities then Outstanding. 
 “Debt”
has the meaning specified in Section 605. 
 “Defaulted Interest” has the meaning specified in
Section 307. 
 “Discount Security” means any Security which provides for an amount less than the
principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 802. 
 “Dollar” or “$” means a dollar or other equivalent unit in such coin or currency of the United States as at the time shall be legal tender for the payment of public and
private debts. 

  
 3 








 “Eligible Obligations” means: 

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

“Event of Default” has the meaning specified in Section 801. 

“Excepted Property” has the meaning specified in Section 605. 

“Existing Capital Lease Obligations” has the meaning specified in Section 605. 

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

“Governmental Authority” means the government of the United States or of any state or territory thereof or of the
District of Columbia or of any county, municipality or other political subdivision of any of the foregoing, or any department, agency, authority or other instrumentality of any of the foregoing. 

“Holder” means a Person in whose name a Security is registered in the Security Register. 

“Indenture” means this instrument as originally executed and delivered and as it may from time to time be supplemented
or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof (each, a “supplemental indenture”), including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this Indenture and any such supplemental indenture, respectively. The term “Indenture” shall also include the provisions or terms of particular
series of Securities established in any Officer’s Certificate, Board Resolution or Company Order delivered pursuant to Sections 201, 301, 303 and 1207. 

  
 4 








 “interest” when used with respect to a Discount Security means interest, if
any, borne by such Security at a Stated Interest Rate. 
 “Interest Payment Date”, when used with respect to
any Security, means the Stated Maturity of an installment of interest on such Security. 
 “Investment
Securities” means any of the following obligations or securities on which neither the Company, any other obligor on the Securities nor any Affiliate of either is the obligor: (a) Government Obligations; (b) interest bearing
deposit accounts (which may be represented by certificates of deposit) in any national or state bank (which may include the Trustee or any Paying Agent) or savings and loan association which has outstanding securities rated by a nationally
recognized rating organization in either of the two (2) highest rating categories (without regard to modifiers) for short term securities or in any of the three (3) highest rating categories (without regard to modifiers) for long term
securities; (c) bankers’ acceptances drawn on and accepted by any commercial bank (which may include the Trustee or any Paying Agent) which has outstanding securities rated by a nationally recognized rating organization in either of the
two (2) highest rating categories (without regard to modifiers) for short term securities or in any of the three (3) highest rating categories (without regard to modifiers) for long term securities; (d) direct obligations of, or
obligations the principal of and interest on which are unconditionally guaranteed by, any State or Territory of the United States or the District of Columbia, or any political subdivision of any of the foregoing, which are rated by a nationally
recognized rating organization in either of the two (2) highest rating categories (without regard to modifiers) for short term securities or in any of the three (3) highest rating categories (without regard to modifiers) for long term
securities; (e) bonds or other obligations of any agency or instrumentality of the United States; (f) corporate debt securities which are rated by a nationally recognized rating organization in either of the two (2) highest rating
categories (without regard to modifiers) for short term securities or in any of the three (3) highest rating categories (without regard to modifiers) for long term securities; (g) repurchase agreements with respect to any of the foregoing
obligations or securities with any banking or financial institution (which may include the Trustee or any Paying Agent) which has outstanding securities rated by a nationally recognized rating organization in either of the two (2) highest
rating categories (without regard to modifiers) for short term securities or in any of the three (3) highest rating categories (without regard to modifiers) for long term securities; (h) securities issued by any regulated investment
company (including any investment company for which the Trustee or any Paying Agent is the advisor), as defined in Section 851 of the Internal Revenue Code of 1986, as amended, or any successor section of such Code or successor federal statute,
provided that the portfolio of such investment company is limited to obligations or securities of the character and investment quality contemplated in clauses (a) through (f) above and repurchase agreements which are fully collateralized
by any of such obligations or securities; and (i) any other obligations or securities which may lawfully be purchased by the Trustee in its capacity as such. 
 “Lien” has the meaning specified in Section 605. 

“Maturity”, when used with respect to any Security, means the date on which the principal of such Security or an
installment of principal becomes due and payable as provided in such Security or in this Indenture, whether at the Stated Maturity, by declaration of acceleration, upon call for redemption or otherwise. 

  
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 “Mortgage Bonds” has the meaning specified in Section 605. 

“Mortgage Indenture” has the meaning specified in Section 605. 

“Officer’s Certificate” means a certificate signed by an Authorized Officer and delivered to the Trustee.

 “Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Company or an Affiliate
of the Company, or an employee of any thereof and who shall be acceptable to the Trustee. 
 “Outstanding”,
when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except: 

(a) Securities theretofore paid, redeemed, canceled or delivered to the Security Registrar for cancellation; 

(b) Securities deemed to have been paid for all purposes of this Indenture in accordance with Section 701 (whether or
not the Company’s indebtedness in respect thereof shall be satisfied and discharged for any other purpose) or deemed to have been paid in accordance with the terms of the Securities; and 

(c) Securities which have been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities
have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it and the Company that such Securities are held by a bona fide
purchaser or purchasers in whose hands such Securities are valid obligations of the Company; 
 provided, however, that in determining whether
or not the Holders of the requisite principal amount of the Securities Outstanding under this Indenture, or the Outstanding Securities of any series or Tranche, have given any request, demand, authorization, direction, notice, consent or waiver
hereunder or whether or not a quorum is present at a meeting of Holders of Securities, 
 (x) Securities owned by
the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor (unless the Company, such Affiliate or such obligor owns all Securities Outstanding entitled to give such request, demand, authorization,
direction, notice, consent or waiver) shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or
waiver or upon any such determination as to the presence of a quorum, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded; provided, however, that Securities so owned which have been
pledged in good faith may be regarded as Outstanding if 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 Company or any other obligor upon
the Securities or any Affiliate of the Company or of such other obligor; and 

  
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 (y) the principal amount of a Discount Security that shall be deemed to be
Outstanding for such purposes shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the Maturity thereof pursuant to Section 802; 

provided, further, that, in the case of any Security the principal of which is payable from time to time without presentment or surrender, the principal
amount of such Security that shall be deemed to be Outstanding at any time for all purposes of this Indenture shall be the original principal amount thereof less the aggregate amount of principal thereof theretofore paid. 

“Paying Agent” means any Person, including the Company, authorized by the Company to pay the principal of, and premium,
if any, or interest, if any, on any Securities on behalf of the Company. 
 “Periodic Offering” means an
offering of Securities of a series from time to time any or all of the specific terms of which Securities, including without limitation the rate or rates of interest, if any, thereon, the Stated Maturity or Maturities thereof and the redemption
provisions, if any, with respect thereto, are to be determined by the Company or its agents upon the issuance of such Securities. 
 “Permitted Secured Debt” has the meaning specified in Section 605. 
 “Person” means any individual, Corporation, partnership, limited liability partnership, joint venture, trust or unincorporated organization or any Governmental Authority. 

“Place of Payment”, when used with respect to the Securities of any series, or any Tranche thereof, means the place or
places, specified as contemplated by Section 301, at which, subject to Section 602, principal of and premium, if any, and interest, if any, on the Securities of such series or Tranche are payable. 

“Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same
debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be
deemed (to the extent lawful) to evidence the same debt as the mutilated, destroyed, lost or stolen Security. 

“Purchase Money Lien” has the meaning specified in Section 605. 

“Redemption Date”, when used with respect to any Security to be redeemed, means the date fixed for such redemption by or
pursuant to this Indenture. 
 “Redemption Price”, when used with respect to any Security to be redeemed, means
the price at which it is to be redeemed pursuant to this Indenture, exclusive of accrued and unpaid interest. 

“Regular Record Date” for the interest payable on any Interest Payment Date on the Securities of any series means the
date specified for that purpose as contemplated by Section 301. 

  
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 “Release Date” has the meaning specified in Section 605. 

“Required Currency” has the meaning specified in Section 311. 

“Responsible Officer”, when used with respect to the Trustee, means an officer within the corporate trust department of
the Trustee (or any similar or successor group of the Trustee), including any vice president, assistant vice president, assistant secretary, trust officer or assistant trust officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.

 “San Carlos” has the meaning specified in Section 605. 

“Secured Debt” has the meaning specified in Section 605. 

“Secured Obligations” has the meaning specified in Section 605. 

“Securities” has the meaning stated in the first recital of this Indenture and more particularly means any securities
authenticated and delivered under this Indenture. 
 “Securities Act” means, as of any time, the Securities Act
of 1933, as amended, or any successor statute, as in effect at such time. 
 “Security Register” and
“Security Registrar” have the respective meanings specified in Section 305. 
 “Special Record
Date” for the payment of any Defaulted Interest on the Securities of any series means a date fixed by the Trustee pursuant to Section 307. 
 “Stated Interest Rate” means a rate (whether fixed or variable) at which an obligation by its terms is stated to bear simple interest. Any calculation or other determination to be made
under this Indenture by reference to the Stated Interest Rate on a Security shall be made without regard to the effective interest cost to the Company of such Security and without regard to the Stated Interest Rate on, or the effective cost to the
Company of, any other indebtedness in respect of which the Company’s obligations are evidenced or secured in whole or in part by such Security. 
 “Stated Maturity”, when used with respect to any obligation or any installment of principal thereof or interest thereon, means the date on which the principal of such obligation or such
installment of principal or interest is stated to be due and payable (without regard to any provisions for redemption, prepayment, acceleration, purchase or extension). 
 “supplemental indenture” has the meaning specified in the definition of the ”Indenture.” 
 “Tangible Assets” has the meaning specified in Section 605. 

  
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 “Total Capitalization” has the meaning specified in Section 605.

 “Tranche” means a group of Securities which (a) are of the same series and (b) have identical
terms, notwithstanding differences as to principal amount, date of issuance, initial Interest Payment Date and/or initial interest accrual date. 
 “Trust Indenture Act” means, as of any time, the Trust Indenture Act of 1939, as amended, or any successor statute, as in effect at such time. 

“Trustee” means the Person named as the “Trustee” in the first paragraph of this Indenture until a successor
Trustee shall have become such with respect to one or more series of Securities pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder, and if at
any time there is more than one such Person, “Trustee” as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series. 

”United States” means the United States of America, its territories, its possessions and other areas subject to its
political jurisdiction. 
 SECTION 102. Compliance Certificates and Opinions. 

Except as otherwise expressly provided in this Indenture, upon any application or request by the Company to the Trustee to take any action
under any provision of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate stating that in the opinion of the Authorized Officer executing such Officer’s Certificate all conditions precedent, if any, provided
for in this Indenture relating to the proposed action (including any covenants compliance with which constitutes a condition precedent) have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application
or request, no additional certificate or opinion need be furnished. 
 Every certificate or opinion with respect
to compliance with a condition or covenant provided for in this Indenture shall include: 
 (a) a statement that
each Person signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; 
 (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; 

(c) a statement that, in the opinion of each such Person, such Person has made such examination or investigation as is
necessary to enable such Person to express an informed opinion as to whether or not such covenant or condition has been complied with; and 

  
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 (d) a statement as to whether, in the opinion of each such Person, such
condition or covenant has been complied with. 
 SECTION 103. Form of Documents Delivered to Trustee. 

Any Officer’s Certificate may be based (without further examination or investigation), insofar as it relates to or is dependent upon
legal matters, upon an opinion of, or representations by, counsel, and, insofar as it relates to or is dependent upon matters which are subject to verification by an expert in accounting or financial matters, upon a certificate or opinion of, or
representations by, such an expert, unless, in any case, such officer has actual knowledge that the certificate or opinion or representations with respect to the matters upon which such Officer’s Certificate may be based as aforesaid are
erroneous. 
 Any certificate of an expert in accounting or financial matters may be based (without further examination or
investigation), insofar as it relates to or is dependent upon legal matters, upon an opinion of, or representations by, counsel, and insofar as it relates to or is dependent upon factual matters, information with respect to which is in the
possession of the Company and which are not subject to verification by such an expert, upon a certificate or opinion of, or representations by, an officer or officers of the Company, unless, in any case, such expert has actual knowledge that the
certificate or opinion or representations with respect to the matters upon which his certificate or opinion may be based as aforesaid are erroneous. 
 Any Opinion of Counsel may be based (without further examination or investigation), insofar as it relates to or is dependent upon factual matters, information with respect to which is in the possession of
the Company, upon a certificate of, or representations by, an officer or officers of the Company, and, insofar as it relates to or is dependent upon matters which are subject to verification by an expert in accounting or financial matters upon a
certificate or opinion of, or representations by, such an expert, unless such counsel has actual knowledge that the certificate or opinion or representations with respect to the matters upon which his opinion may be based as aforesaid are erroneous.
In addition, any Opinion of Counsel may be based (without further examination or investigation), insofar as it relates to or is dependent upon matters covered in an Opinion of Counsel rendered by other counsel, upon such other Opinion of Counsel,
unless such counsel has actual knowledge that the Opinion of Counsel rendered by such other counsel with respect to the matters upon which his Opinion of Counsel may be based as aforesaid are erroneous. If, in order to render any Opinion of Counsel
provided for herein, the signer thereof shall deem it necessary that additional facts or matters be stated in any Officer’s Certificate provided for herein, then such certificate may state all such additional facts or matters as the signer of
such Opinion of Counsel may request. 
 In any case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. 

  
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 Where any Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this Indenture, or two or more Persons are each required to make, give or execute any such application, request, consent, certificate, statement, opinion or other instrument,
any such applications, requests, consents, certificates, statements, opinions or other instruments may, but need not, be consolidated and form one instrument. 
 Whenever, subsequent to the receipt by the Trustee of any Board Resolution, Officer’s Certificate, Opinion of Counsel or other document or instrument, a clerical, typographical or other inadvertent
or unintentional error or omission shall be discovered therein, a new document or instrument may be substituted therefor in corrected form with the same force and effect as if originally filed in the corrected form and, irrespective of the date or
dates of the actual execution and/or delivery thereof, such substitute document or instrument shall be deemed to have been executed and/or delivered as of the date or dates required with respect to the document or instrument for which it is
substituted. Anything in this Indenture to the contrary notwithstanding, if any such corrective document or instrument indicates that action has been taken by or at the request of the Company which could not have been taken had the original document
or instrument not contained such error or omission, the action so taken shall not be invalidated or otherwise rendered ineffective but shall be and remain in full force and effect, except to the extent that such action was a result of willful
misconduct or bad faith. Without limiting the generality of the foregoing, any Securities issued under the authority of such defective document or instrument shall nevertheless be the valid obligations of the Company entitled to the benefits of this
Indenture equally and ratably with all other Outstanding Securities, except as aforesaid. 
 SECTION 104. Acts of Holders. 

(a) Any request, demand, authorization, direction, notice, consent, election, waiver or other action provided by this
Indenture to be made, given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing or, alternatively, may be embodied
in and evidenced by the record of Holders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Holders duly called and held in accordance with the provisions of Article Thirteen, or a combination of
such instruments and any such record. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to
the Company. Such instrument or instruments and any such record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments and so voting at
any such meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or of the holding by any Person of a Security, shall be sufficient for any purpose of this Indenture and (subject to Section 901) conclusive
in favor of the Trustee and the Company, if made in the manner provided in this Section. The record of any meeting of Holders shall be proved in the manner provided in Section 1306. 

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

(c) The principal amount (except as otherwise contemplated in clause (y) of the first proviso to the definition of
Outstanding) and serial numbers of Securities held by any Person, and the date of holding the same, shall be proved by the Security Register. 
 (d) Any request, demand, authorization, direction, notice, consent, election, waiver or other Act of a Holder shall bind every future Holder of the same Security and the Holder of every Security issued
upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon
such Security. 
 (e) Until such time as written instruments shall have been delivered to the Trustee with
respect to the requisite percentage of principal amount of Securities for the action contemplated by such instruments, any such instrument executed and delivered by or on behalf of a Holder may be revoked with respect to any or all of such
Securities by written notice by such Holder or any subsequent Holder, proven in the manner in which such instrument was proven. 
 (f) Securities of any series, or any Tranche thereof, authenticated and delivered after any Act of Holders may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to
any action taken by such Act of Holders. If the Company shall so determine, new Securities of any series, or any Tranche thereof, so modified as to conform, in the opinion of the Trustee and the Company, to such action may be prepared and executed
by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series or Tranche. 
 (g) The Company may, at its option, by Company Order, fix in advance a record date for the determination of Holders entitled to give any request, demand, authorization, direction, notice, consent, waiver
or other Act solicited by the Company, but the Company shall have no obligation to do so; provided, however, that the Company may not fix a record date for the giving or making of any notice, declaration, request or direction referred to in the next
sentence. In addition, the Trustee may, at its option, fix in advance a record date for the determination of Holders entitled to join in the giving or making of any Notice of Default, any declaration of acceleration referred to in Section 802,
any request to institute proceedings referred to in Section 807 or any direction referred to in Section 812. If any such record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act, or such
notice, declaration, 

  
 12 









 
request or direction, may be given before or after such record date, but only the Holders of record at the close of business on the record date shall be deemed to be Holders for the purposes of
determining (i) whether Holders of the requisite proportion of the Outstanding Securities have authorized or agreed or consented to such Act (and for that purpose the Outstanding Securities shall be computed as of the record date) and/or
(ii) which Holders may revoke any such Act (notwithstanding subsection (e) of this Section); and any such Act, given as aforesaid, shall be effective whether or not the Holders which authorized or agreed or consented to such Act remain
Holders after such record date and whether or not the Securities held by such Holders remain Outstanding after such record date. 
 SECTION
105. Notices, etc. to Trustee and Company. 
 Any request, demand, authorization, direction, notice, consent, election,
waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, the Trustee by any Holder or by the Company, or the Company by the Trustee or by any Holder, shall be
sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and delivered personally to an officer or other responsible employee of the addressee at the applicable location set forth below or at such other
location as such party may from time to time designate by written notice, or transmitted by facsimile transmission or electronic means in PDF format (or comparable format capable of transmitting a manual signature) to such electronic communications
address as the parties hereto shall from time to time designate by written notice, or transmitted by certified or registered mail, charges prepaid, to the applicable address set forth below or to such other address as either party hereto may from
time to time designate by written notice: 
 If to the Trustee, to: 

U.S. Bank National Association 
 100 Wall Street, Suite 1600 
 New York, New York 10005 

Attention: Corporate Trust Services 

Facsimile: (212) 361-6153 
 If to the Company, to: 
 Tucson Electric Power Company 

88 East Broadway Blvd. 
 Tucson, Arizona 85702 
 Attention: Treasurer 

Telephone: (520) 884-3614 
 Facsimile: (520) 884-3602 
 Any communication contemplated herein shall be deemed to have
been made, given, furnished and filed if personally delivered, on the date of delivery, if transmitted by facsimile transmission or other direct written electronic means, on the date of receipt, and if transmitted by certified or registered mail, on
the date of receipt. 

  
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 SECTION 106. Notice to Holders of Securities; Waiver. 

Except as otherwise expressly provided herein, where this Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given, and shall be deemed given, to Holders if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at the address of such Holder as it appears in the Security Register, not later than the latest
date, if any, and not earlier than the earliest date, if any, prescribed for the giving of such notice. 
 In case by reason of
the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice to Holders by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice
with respect to other Holders. 
 Any notice required by this Indenture may be waived in writing by the Person entitled to
receive such notice, either before or after the event otherwise to be specified therein, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver. 
 SECTION 107. Conflict with Trust Indenture Act.

 If, (a) any provision of this Indenture limits, qualifies or conflicts with another provision hereof which is
required or deemed to be included in this Indenture by, or is otherwise governed by, any of the provisions of the Trust Indenture Act, such other provision shall control; and (b) if any provision hereof otherwise conflicts with the Trust
Indenture Act, the Trust Indenture Act shall control. 
 SECTION 108. Effect of Headings and Table of Contents. 

The Article and Section headings in this Indenture and the Table of Contents are for convenience only and shall not affect the
construction hereof. 
 SECTION 109. Successors and Assigns. 
 All covenants and agreements in this Indenture by the Company and Trustee shall bind their respective successors and assigns, whether so expressed or not. 

SECTION 110. Separability Clause. 
 In case any provision in this Indenture or the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby. 

  
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 SECTION 111. Benefits of Indenture. 

Nothing in this Indenture or the Securities, express or implied, shall give to any Person, other than the parties hereto, their successors
hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture. 
 SECTION 112. Governing Law.

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

SECTION 113. Legal Holidays. 
 In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this
Indenture or of the Securities other than a provision in Securities of any series, or any Tranche thereof, or in the supplemental indenture, Board Resolution, Officer’s Certificate or Company Order which establishes the terms of the Securities
of such series or Tranche, which specifically states that such provision shall apply in lieu of this Section) payment of interest or principal and premium, if any, need not be made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment, with the same force and effect, and in the same amount, as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity, as the case may be, and, if such payment is made or duly
provided for on such Business Day, no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be, to such Business Day. 

SECTION 114. Waiver of Jury Trial. 
 EACH OF THE COMPANY 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 ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. 
 SECTION 115. USA Patriot Act. 

The parties hereto acknowledge that in accordance with Section 326 of the USA PATRIOT Act, the Trustee, like all financial
institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account. The Company
agrees that it will provide the Trustee with information about the Company as the Trustee may reasonably request in order for the Trustee to satisfy the requirements of the USA PATRIOT Act. 

  
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 SECTION 116. Force Majeure. 
 In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its
control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities,
communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under
the circumstances. 
 ARTICLE TWO 
 Security Forms 
 SECTION 201. Forms Generally. 

The definitive Securities of each series shall be in substantially the form or forms thereof established in the supplemental indenture
establishing such series or in a Board Resolution establishing such series, in an Officer’s Certificate pursuant to such supplemental indenture or Board Resolution or in a Company Order as contemplated by Section 303(b), in each case with
such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such notations, legends or endorsements placed thereon
as may be required to comply with applicable law, the rules of any securities exchange or depository, including The Depository Trust Company, or other clearing corporation or securities intermediary, automated quotation system, agreements to which
the Company is subject, or usage, or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If the form or forms of Securities of any series are established in a
Board Resolution or in an Officer’s Certificate pursuant to a supplemental indenture or a Board Resolution, such Board Resolution and Officer’s Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the
Company Order contemplated by Section 303(b) for the authentication and delivery of such Securities. 
 Unless otherwise
specified as contemplated by Section 301 or clause (g) of Section 1201, the Securities of each series shall be issuable in registered form without coupons. The definitive Securities shall be produced in such manner as shall be
determined by the officers executing such Securities, as evidenced by their execution thereof. 
 SECTION 202. Form of Trustee’s
Certificate of Authentication. 
 The Trustee’s certificate of authentication shall be in substantially the form set
forth below: 
 This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.


  
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 Dated: 

	
	  
 as Trustee

	
	 By:

	
	 Authorized Signatory

	


 ARTICLE THREE 
 The Securities 
 SECTION 301. Amount Unlimited; Issuable in Series. 

The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. 

The Securities may be issued from time to time in one or more series. Subject to the last paragraph of this Section, prior to the
authentication and delivery of Securities of any series there shall be established by specification in a supplemental indenture or in a Board Resolution, in an Officer’s Certificate pursuant to a supplemental indenture or a Board Resolution or
in a Company Order as contemplated by Section 303(b): 
 (a) the title of the Securities of such series
(which shall distinguish the Securities of such series from Securities of all other series); 
 (b) any limit
upon the aggregate principal amount of the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu
of, other Securities of such series pursuant to Section 304, 305, 306, 406 or 1206 and except for any Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder); 

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

 (d) the date or dates on which the principal of the Securities of such series, or any Tranche thereof, is
payable or any formulary or other method or other means by which such date or dates shall be determined, by reference to an index or other fact or event ascertainable outside of this Indenture or otherwise (without regard to any provisions for
redemption, prepayment, acceleration, purchase or extension); 
 (e) the rate or rates at which the Securities of
such series, or any Tranche thereof, shall bear interest, if any (including the rate or rates at which overdue principal shall bear interest, if different from the rate or rates at which such Securities shall bear


  
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interest prior to Maturity, and, if applicable, the rate or rates at which overdue premium or interest shall bear interest, if any), or any formulary or other method or other means by which such
rate or rates shall be determined, by reference to an index or other fact or event ascertainable outside of this Indenture or otherwise; the date or dates from which such interest shall accrue; the Interest Payment Dates on which such interest shall
be payable and the Regular Record Date, if any, for the interest payable on such Securities on any Interest Payment Date; and the basis of computation of interest, if other than as provided in Section 310; 

(f) the place or places at which and/or methods (if other than as provided elsewhere in this Indenture) by which
(1) the principal of and premium, if any, and interest, if any, on Securities of such series, or any Tranche thereof, shall be payable, (2) registration of transfer of Securities of such series, or any Tranche thereof, may be effected,
(3) exchanges of Securities of such series, or any Tranche thereof, may be effected and (4) notices and demands to or upon the Company in respect of the Securities of such series, or any Tranche thereof, and this Indenture may be served;
the Security Registrar and any Paying Agent or Agents for such series or Tranche; and if such is the case, that the principal of such Securities shall be payable without presentment or surrender thereof; 

(g) the period or periods within which, or the date or dates on which, the price or prices at which and the terms and
conditions upon which the Securities of such series, or any Tranche thereof, may be redeemed, in whole or in part, at the option of the Company and any restrictions on such redemptions; 

(h) the obligation or obligations, if any, of the Company to redeem or purchase or repay the Securities of such series, or
any Tranche thereof, pursuant to any sinking fund or other mandatory redemption provisions or at the option of a Holder thereof and the period or periods within which or the date or dates on which, the price or prices at which and the terms and
conditions upon which such Securities shall be redeemed or purchased, in whole or in part, pursuant to such obligation, and applicable exceptions to the requirements of Section 404 in the case of mandatory redemption or redemption at the option
of the Holder; 
 (i) the denominations in which Securities of such series, or any Tranche thereof, shall be
issuable if other than denominations of $1,000 and any integral multiple thereof; 
 (j) the currency or
currencies, including composite currencies, in which payment of the principal of and premium, if any, and interest, if any, on the Securities of such series, or any Tranche thereof, shall be payable (if other than in Dollars) and the manner in which
the equivalent of the principal amount thereof in Dollars is to be determined for any purpose, including for the purpose of determining the principal amount deemed to be Outstanding at any time; 

(k) if the principal of or premium, if any, or interest, if any, on the Securities of such series, or any Tranche thereof,
are to be payable, at the election of the Company 

  
 18 









 
or a Holder thereof, in a coin or currency other than that in which the Securities are stated to be payable, the period or periods within which and the terms and conditions upon which, such
election may be made; 
 (l) if the principal of or premium, if any, or interest, if any, on the Securities of
such series, or any Tranche thereof, are to be payable, or are to be payable at the election of the Company or a Holder thereof, in securities or other property, the type and amount of such securities or other property, or the formulary or other
method or other means by which such amount shall be determined, and the period or periods within which, and the terms and conditions upon which, any such election may be made; 

(m) if the amount payable in respect of principal of or premium, if any, or interest, if any, on the Securities of such
series, or any Tranche thereof, may be determined with reference to an index or other fact or event ascertainable outside of this Indenture, the manner in which such amounts shall be determined to the extent not established pursuant to clause (e),
(g) or (h) of this paragraph; 
 (n) if other than the principal amount thereof, the portion of the
principal amount of Securities of such series, or any Tranche thereof, which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 802; 

(o) any Events of Default, in addition to those specified in Section 801, or any exceptions to those specified in
Section 801, with respect to the Securities of such series, and any covenants of the Company for the benefit of the Holders of the Securities of such series, or any Tranche thereof, in addition to those set forth in Article Six, or any
exceptions to those set forth in Article Six; 
 (p) the terms, if any, pursuant to which the Securities of such
series, or any Tranche thereof, may be converted into or exchanged for shares of capital stock or other securities of the Company or any other Person; 
 (q) (i) the obligations or instruments, if any, which shall be considered to be Eligible Obligations in respect of the Securities of such series, or any Tranche thereof, denominated in a currency other
than Dollars or in a composite currency, (ii) whether Eligible Obligations include Investment Securities other than Government Obligations with respect to Securities of such series, or any Tranche thereof, denominated in Dollars, and
(iii) any provisions for satisfaction and discharge of Securities of any series, in addition to those set forth in Section 701, or any exceptions to those set forth in Section 701; 

(r) if the Securities of such series, or any Tranche thereof, are to be issued in global form, (i) any limitations on
the rights of the Holder or Holders of such Securities to transfer or exchange the same or to obtain the registration of transfer thereof, (ii) any limitations on the rights of the Holder or Holders thereof to obtain certificates therefor in
definitive form in lieu of global form, (iii) any form of legend or legends to be borne on such global Security, (iv) the depository for such global Security, and (v) any and all other matters incidental to such Securities;


  
 19 









 (s) if the Securities of such series, or any Tranche thereof, are to be
issuable as bearer securities, any and all matters incidental thereto which are not specifically addressed in a supplemental indenture as contemplated by clause (g) of Section 1201; 

(t) to the extent not established pursuant to clause (r) of this paragraph, any limitations on the rights of the
Holders of the Securities of such Series, or any Tranche thereof, to transfer or exchange such Securities or to obtain the registration of transfer thereof; and if a service charge will be made for the registration of transfer or exchange of
Securities of such series, or any Tranche thereof, the amount or terms thereof; 
 (u) any exceptions to
Section 113, or variation in the definition of Business Day, with respect to the Securities of such series, or any Tranche thereof; 
 (v) any collateral security, assurance or guarantee for the Securities of such series in addition to those set forth in Section 605, or any exceptions to those set forth in Section 605;

 (w) any rights or duties of another Corporation to assume the obligations of the Company with respect to the
Securities of such series (whether as joint obligor, primary obligor, secondary obligor or substitute obligor) and any rights of any obligor on the Securities of such series to be discharged and released with respect to the Securities of such series
or the Indenture to the extent related to such series; 
 (x) whether the Securities of such series are
Benefitted Securities under Section 605; and 
 (y) any other terms of the Securities of such series, or any
Tranche thereof, not inconsistent with the provisions of this Indenture. 
 With respect to Securities of a series subject to a
Periodic Offering, the supplemental indenture hereto or the Board Resolution which establishes such series, or the Officer’s Certificate pursuant to such supplemental indenture or Board Resolution, as the case may be, may provide general terms
or parameters for Securities of such series and provide either that the specific terms of Securities of such series, or any Tranche thereof, shall be specified in a Company Order or that such terms shall be determined by the Company or its agents in
accordance with procedures specified in a Company Order as contemplated by clause (b) of Section 303. 
 Unless
otherwise provided with respect to a series of Securities as contemplated in Section 301(b), without the consent of any Holder, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series
may be issued up to the maximum aggregate principal amount authorized (if any) with respect to such series as increased. 

  
 20 









 SECTION 302. Denominations. 
 Unless otherwise provided as contemplated by Section 301 with respect to any series of Securities, or any Tranche thereof, the Securities of each series shall be issuable in denominations of $1,000
and any integral multiple thereof. 
 SECTION 303. Execution, Authentication, Delivery and Dating. 

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

Securities bearing the manual or facsimile signatures of individuals who were at the time of execution Authorized Officers or the
Secretary or an Assistant Secretary of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices
at the date of such Securities. 
 The Trustee shall authenticate and deliver Securities of a series, for original issue, at one
time or from time to time in accordance with the Company Order referred to below, upon receipt by the Trustee of: 
 (a) the instrument or instruments establishing the form or forms and terms of such series, as provided in Sections 201 and 301; 

(b) a Company Order requesting the authentication and delivery of such Securities and, to the extent that the terms of
such Securities shall not have been established in a supplemental indenture or in a Board Resolution, or in an Officer’s Certificate pursuant to a supplemental indenture or a Board Resolution, all as contemplated by Sections 201 and 301, either
(i) establishing such terms or (ii) in the case of Securities of a series subject to a Periodic Offering, specifying procedures, acceptable to the Trustee, by which such terms are to be established (which procedures may provide, to the
extent acceptable to the Trustee, for authentication and delivery pursuant to oral or electronic instructions from the Company or any agent or agents thereof, which oral instructions are to be promptly confirmed electronically or in writing), in
either case in accordance with the instrument or instruments establishing the terms of the Securities of such series delivered pursuant to clause (a) above; 

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

  
 21 









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

 

	 	(i)	the form or forms of such Securities have been duly authorized by the Company and have been established in conformity with the provisions of this Indenture;


  

	 	(ii)	the terms of such Securities have been duly authorized by the Company and have been established in conformity with the provisions of this Indenture; and


  

	 	(iii)	such Securities, when authenticated and delivered by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such
Opinion of Counsel, will have been duly issued under this Indenture and will constitute valid and legally binding obligations of the Company, entitled to the benefits provided by this Indenture, and enforceable in accordance with their terms,
subject, as to enforcement, to laws relating to or affecting generally the enforcement of creditors’ rights, including, without limitation, bankruptcy and insolvency laws and to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law); 

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

(x) when the terms of such Securities shall have been established pursuant to a Company Order or Orders or pursuant to
such procedures (acceptable to the Trustee) as may be specified from time to time by a Company Order or Orders, all as contemplated by and in accordance with the instrument or instruments delivered pursuant to clause (a) above, such terms will
have been duly authorized by the Company and will have been established in conformity with the provisions of this Indenture; and 
 (y) such Securities, when (1) authenticated and delivered by the Trustee in accordance with this Indenture, (2) issued and delivered by the Company and (3) paid for, all as contemplated by
and in accordance with the aforesaid Company Order or Orders, as the case may be, will have been duly issued under this Indenture and will constitute valid and legally binding obligations of the Company, entitled to the benefits provided by the
Indenture, and enforceable in accordance with their terms, subject, as to enforcement, to laws relating to or affecting generally the enforcement of creditors’ rights, including, without limitation, bankruptcy and insolvency laws, and to
general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 

  
 22 









 With respect to Securities of a series subject to a Periodic Offering, the Trustee may
conclusively rely, as to the authorization by the Company of any of such Securities, the form, terms thereof and the legality, validity, binding effect and enforceability thereof, and compliance of the authentication and delivery thereof with the
terms and conditions of this Indenture, upon the Opinion of Counsel and other documents delivered pursuant to Sections 201 and 301 and this Section, as applicable, at or prior to the time of the first authentication of Securities of such series
unless and until such opinion or other documents have been superseded or revoked or expire by their terms. In connection with the authentication and delivery of Securities of a series subject to a Periodic Offering, the Trustee shall be entitled to
assume that the Company’s instructions to authenticate and deliver such Securities do not violate any applicable law or any applicable rule, regulation or order of any Governmental Authority having jurisdiction over the Company. 

If the form or terms of the Securities of any series have been established by or pursuant to a Board Resolution, an Officer’s
Certificate or a Company Order as permitted by Sections 201, 301 or 303(b), the Trustee shall not be required to authenticate such Securities if the issuance of such Securities pursuant to this Indenture will materially or adversely affect the
Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. 
 Unless otherwise specified as contemplated by Section 301 with respect to any series of Securities, or any Tranche thereof, each Security shall be dated the date of its authentication. 

Unless otherwise specified as contemplated by Section 301 with respect to any series of Securities, no Security shall be entitled to
any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee or an Authenticating Agent by
manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding
the foregoing, if any Security shall have been authenticated and delivered hereunder to the Company, or any Person acting on its behalf, but shall never have been issued and sold by the Company, and the Company shall deliver such Security to the
Trustee for cancellation as provided in Section 309 together with a written statement (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold
by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits hereof. 
 SECTION 304. Global or Temporary Securities. 
 The Company may issue some or
all of the Securities in temporary or permanent global form. The Company may issue a global Security only to a depository, including The Depository Trust Company, or other clearing corporation or securities intermediary, or its nominee. A depository
or its nominee may transfer a Security in global form only to a nominee of a depository or to a successor depository, but upon request of such depository, the Company shall deliver non-global Securities in exchange for global Securities. A global
Security shall 

  
 23 









 
represent the amount of Securities specified in the global Security. A global Security may have variations that the depository requires or that the Company considers appropriate for such a
security, including grids for increasing or decreasing the principal amount of such Security. Beneficial owners of part or all of a global Security are subject to the rules of the depository as in effect from time to time. The Company, the Trustee
and any Registrar and any Paying Agent shall not be responsible or liable for any acts or omissions of a depository, for any depository records of beneficial ownership interests, for any transactions between the depository and beneficial owners, for
any aspect of the records relating to or payments made on account of beneficial ownership interests in a global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. 

Until definitive Securities are ready for delivery, the Company may use temporary Securities. Temporary Securities shall be substantially
in the form of definitive Securities but may have variations that the Company considers appropriate for temporary Securities. Without unreasonable delay, the Company shall deliver definitive Securities in exchange for temporary Securities. Until
exchanged in full as hereinabove provided, temporary Securities shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and Tranche and of like tenor authenticated and delivered
hereunder. 
 SECTION 305. Registration, Registration of Transfer and Exchange. 

The Company shall cause to be kept in each office designated pursuant to Section 602, with respect to the Securities of each series,
a register (all registers kept in accordance with this Section being collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration
of Securities of such series, or any Tranche thereof, and the registration of transfer thereof. The Company shall designate one Person to maintain the Security Register for the Securities of each series on a consolidated basis, and such Person is
referred to herein, with respect to such series, as the “Security Registrar.” Anything herein to the contrary notwithstanding, the Company may designate one or more of its offices as an office in which a register with respect to the
Securities of one or more series shall be maintained, and the Company may designate itself the Security Registrar with respect to one or more of such series. The Security Register shall be open for inspection by the Trustee and the Company at all
reasonable times. Unless otherwise specified in or pursuant to this Indenture or the Securities, the Trustee shall be the initial Security Registrar for each series of Securities. 

Except as otherwise specified as contemplated by Section 301 with respect to the Securities of any series, or any Tranche thereof,
upon surrender for registration of transfer of any Security of such series or Tranche at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such series or Tranche, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series and Tranche, of authorized denominations and of like tenor and aggregate principal amount. 

Except as otherwise specified as contemplated by Section 301 with respect to the Securities of any series, or any Tranche thereof,
any Security of such series or Tranche may be exchanged at the option of the Holder, for one or more new Securities of the same series and 

  
 24 









 
Tranche, of authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at any such office or agency. Whenever any Securities are
so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. 

All Securities delivered upon any registration of transfer or exchange of Securities shall be valid obligations of the Company,
evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. 
 Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company, the Trustee or the Security Registrar) be duly endorsed or shall be accompanied
by a written instrument of transfer in form satisfactory to the Company, the Trustee or the Security Registrar, as the case may be, duly executed by the Holder thereof or his attorney duly authorized in writing. 

Unless otherwise specified as contemplated by Section 301 with respect to Securities of any series, or any Tranche thereof, no
service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of
transfer or exchange of Securities, other than exchanges pursuant to Section 304, 406 or 1206 not involving any transfer. 

The Company shall not be required to execute or to provide for the registration of transfer of or the exchange of (a) Securities of
any series, or any Tranche thereof, during a period of 15 days immediately preceding the date notice is to be given identifying the serial numbers of the Securities of such series or Tranche called for redemption, (b) any Security during the 15
days before an Interest Payment Date or (c) any Security selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. 
 SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities. 
 If any
mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and Tranche, and of like tenor and principal amount and bearing a
number not contemporaneously outstanding. 
 If there shall be delivered to the Company and the Trustee (a) evidence to
their satisfaction of the ownership of and the destruction, loss or theft of any Security and (b) such security or indemnity as may be reasonably required by them to save each of them and any agent of either of them harmless, then, in the
absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new
Security of the same series and Tranche, and of like tenor and principal amount and bearing a number not contemporaneously outstanding. 

  
 25 









 Notwithstanding the foregoing, in case any such mutilated, destroyed, lost or stolen
Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security. 
 Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and
any other reasonable expenses (including the fees and expenses of the Trustee) in connection therewith. 
 Every new Security of
any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time
enforceable by anyone other than the Holder of such new Security, and any such new Security shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of such series duly issued hereunder.

 The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with
respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. 
 SECTION 307. Payment of Interest; Interest
Rights Preserved. 
 Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any
series, or any Tranche thereof, interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest; provided, that, any interest payable at Maturity shall be paid to the Person to whom the principal of such Security is payable. 

Any interest on any Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment
Date (herein called “Defaulted Interest”), other than at Maturity, shall forthwith cease to be payable to the Holder on the related Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the
Company, at its election in each case, as provided in clause (a) or (b) below: 
 (a) The Company may
elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a date (herein called a “Special Record
Date”) for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the
date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the
Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust (and at the request of the Company, invested or reinvested in Government Obligations designated by the Company and maturing on or
before the Special Record 

  
 26 









 
Date fixed by the Trustee, any interest accruing on such Government Obligations to be promptly paid over to the Company as received free and clear of any lien) for the benefit of the Persons
entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the
proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall
promptly cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of Securities of such series at the address of such Holder as it appears in the
Security Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in
whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date. 
 (b) The Company may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such
Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the
Trustee. 
 Subject to the foregoing provisions of this Section and Section 305, each Security delivered under this
Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. 

SECTION 308. Persons Deemed Owners. 
 Prior to due presentment of a Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security is registered as
the absolute owner of such Security for the purpose of receiving payment of principal of and premium, if any, and (subject to Sections 305 and 307) interest, if any, on such Security and for all other purposes whatsoever, whether or not such
Security be overdue, and none of the Company, the Trustee or any agent of the Company or the Trustee shall be affected by notice to the contrary. 
 SECTION 309. Cancellation by Security Registrar. 
 All Securities
surrendered for payment, redemption, registration of transfer or exchange or credit against any sinking fund payment shall, if surrendered to any Person other than the Security Registrar, be delivered to the Security Registrar and, if not
theretofore canceled, shall be promptly canceled by the Security Registrar. The Company may at any time deliver to the Security Registrar for cancellation any Securities previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever or which 

  
 27 









 
the Company shall not have issued and sold, and all Securities so delivered shall be promptly canceled by the Security Registrar. No Securities shall be authenticated in lieu of or in exchange
for any Securities canceled as provided in this Section, except as expressly permitted by this Indenture. All canceled Securities held by the Security Registrar shall be disposed of in accordance with the customary practices of the Security
Registrar at the time in effect (subject to any record retention requirements of the Securities Exchange Act of 1934, as amended), and the Security Registrar shall not be required to destroy any such certificates. The Security Registrar shall
promptly deliver a certificate of disposition to the Trustee and the Company unless, by a Company Order, similarly delivered, the Company shall direct that canceled Securities be returned to it. The Security Registrar shall promptly deliver evidence
of any cancellation of a Security in accordance with this Section 309 to the Trustee and the Company. 
 SECTION 310. Computation of
Interest. 
 Except as otherwise specified as contemplated by Section 301 for Securities of any series, or any Tranche
thereof, interest on the Securities of each series shall be computed on the basis of a 360-day year consisting of twelve 30-day months and for any period shorter than a full month, on the basis of the actual number of days elapsed in such period.

 SECTION 311. Payment to Be in Proper Currency. 
 In the case of the Securities of any series, or any Tranche thereof, denominated in any currency other than Dollars or in a composite currency (the “Required Currency”), except as otherwise
specified with respect to such Securities as contemplated by Section 301, the obligation of the Company to make any payment of the principal thereof, or the premium or interest thereon, shall not be discharged or satisfied by any tender by the
Company, or recovery by the Trustee, in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the Trustee timely holding the full amount of the Required Currency then due and payable. If any
such tender or recovery is in a currency other than the Required Currency, the Trustee may take such actions as it considers appropriate to exchange such currency for the Required Currency. The costs and risks of any such exchange, including without
limitation the risks of delay and exchange rate fluctuation, shall be borne by the Company, the Company shall remain fully liable for any shortfall or delinquency in the full amount of Required Currency then due and payable, and in no circumstances
shall the Trustee be liable therefor except in the case of its negligence or willful misconduct. 
 ARTICLE FOUR

 Redemption of Securities 
 SECTION 401. Applicability of Article. 
 Securities of any series, or any
Tranche thereof, which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for Securities of such series or Tranche) in accordance with
this Article. 

  
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 SECTION 402. Election to Redeem; Notice to Trustee. 

The election of the Company to redeem any Securities shall be evidenced by a Board Resolution or an Officer’s Certificate. The
Company shall, at least 45 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee in writing of such Redemption Date and of the principal amount of such Securities to
be redeemed. In the case of any redemption of Securities (a) prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture or (b) pursuant to an election of the
Company which is subject to a condition specified in the terms of such Securities, the Company shall furnish the Trustee with an Officer’s Certificate evidencing compliance with such restriction or condition. 

SECTION 403. Selection of Securities to Be Redeemed. 
 If less than all the Securities of any series, or any Tranche thereof, are to be redeemed, the particular Securities to be redeemed shall be selected by the Trustee from the Outstanding Securities of such
series or Tranche not previously called for redemption, by such method as shall be provided for any particular series, or, in the absence of any such provision, by such method as the Trustee shall deem fair and appropriate and which may provide for
the selection for redemption of portions (equal to any authorized denomination for Securities of such series or Tranche) of the principal amount of Securities of such series or Tranche of a denomination larger than the minimum authorized
denomination for Securities of such series or Tranche; provided, however, that if, as indicated in an Officer’s Certificate, the Company shall have offered to purchase all or any principal amount of the Securities then Outstanding of any
series, or any Tranche thereof, and less than all of such Securities as to which such offer was made shall have been tendered to the Company for such purchase, the Trustee, if so directed by Company Order, shall select for redemption all or any
principal amount of such Securities which have not been so tendered. 
 The Trustee shall promptly notify the Company and the
Security Registrar in writing of the Securities selected for redemption and, in the case of any Securities selected to be redeemed in part, the principal amount thereof to be redeemed. 

For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall
relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed. 
 SECTION 404. Notice of Redemption. 
 Except as otherwise specified as
contemplated by Section 301 for Securities of any series, notice of redemption shall be given in the manner provided in Section 106 to the Holders of the Securities to be redeemed not less than 30 days prior to the Redemption Date.

 Except as otherwise specified as contemplated by Section 301 for Securities of any series, all notices of redemption
shall state: 
 (a) the Redemption Date, 

  
 29 









 (b) the Redemption Price (if known), 

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

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

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

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

Unless otherwise specified with respect to any Securities in accordance with Section 301, with respect to any notice of redemption
of Securities at the election of the Company, unless, upon the giving of such notice, such Securities shall be deemed to have been paid in accordance with Section 701, such notice may state that such redemption shall be conditional upon the
receipt by the Paying Agent or Agents for such Securities, on or prior to the date fixed for such redemption, of money sufficient to pay the principal of and premium, if any, and interest, if any, on such Securities and that if such money shall not
have been so received such notice shall be of no force or effect and the Company shall not be required to redeem such Securities. In the event that such notice of redemption contains such a condition and such money is not so received, the redemption
shall not be made and within a reasonable time thereafter notice shall be given, in the manner in which the notice of redemption was given, that such money was not so received and such redemption was not required to be made, and the Paying Agent or
Agents for the Securities otherwise to have been redeemed shall promptly return to the Holders thereof any of such Securities which had been surrendered for payment upon such redemption. 

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

  
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 SECTION 405. Securities Payable on Redemption Date. 

Notice of redemption having been given as aforesaid, and the conditions, if any, set forth in such notice having been satisfied, the
Securities or portions thereof so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless, in the case of an unconditional notice of redemption, the Company
shall default in the payment of the Redemption Price and accrued interest, if any) such Securities or portions thereof, if interest-bearing, shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with such
notice, such Security or portion thereof shall be paid by the Company at the Redemption Price, together with accrued interest, if any, to the Redemption Date; provided, however, that no such surrender shall be a condition to such payment if so
specified as contemplated by Section 301 with respect to such Security; and provided, further, that except as otherwise specified as contemplated by Section 301 with respect to such Security, any installment of interest on any Security the
Stated Maturity of which installment is on or prior to the Redemption Date shall be payable to the Holder of such Security, or one or more Predecessor Securities, registered as such at the close of business on the related Regular Record Date
according to the terms of such Security and subject to the provisions of Section 307. 
 SECTION 406. Securities Redeemed in Part.

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

SECTION 501. Applicability of Article. 
 The provisions of this Article shall be applicable to any sinking fund for the retirement of the Securities of any series, or any Tranche thereof, except as otherwise specified as contemplated by
Section 301 for Securities of such series or Tranche. 
 The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series, or any Tranche thereof, is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of Securities of any series, or any Tranche
thereof, is herein referred to as an “optional sinking 

  
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fund payment”. If provided for by the terms of Securities of any series, or any Tranche thereof, the cash amount of any sinking fund payment may be subject to reduction as provided in
Section 502. Each sinking fund payment shall be applied to the redemption of Securities of the series or Tranche in respect of which it was made as provided for by the terms of such Securities. 

SECTION 502. Satisfaction of Sinking Fund Payments with Securities. 
 The Company (a) may deliver to the Trustee Outstanding Securities (other than any previously called for redemption) of a series or Tranche in respect of which a mandatory sinking fund payment is to
be made and (b) may apply as a credit Securities of such series or Tranche which have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of such mandatory sinking fund payment with respect to the Securities of such series; provided, however, that no Securities shall be applied in
satisfaction of a mandatory sinking fund payment if such Securities shall have been previously so applied. Securities so applied shall be received and credited for such purpose by the Trustee at the Redemption Price specified in such Securities for
redemption through operation of the sinking fund and the amount of such mandatory sinking fund payment shall be reduced accordingly. 

SECTION 503. Redemption of Securities for Sinking Fund. 
 Not less than 45 days prior to each sinking fund payment date for the Securities of any series, or any Tranche thereof, the Company shall deliver to the Trustee an Officer’s Certificate specifying:

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

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

 (c) the aggregate sinking fund payment; 

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

 (e) the portion, if any, of such aggregate sinking fund payment which is to be satisfied by delivering and
crediting Securities of such series or Tranche pursuant to Section 502 and stating the basis for such credit and that such Securities have not previously been so credited, and the Company shall also deliver to the Trustee any Securities to be
so delivered. 
 If the Company shall not have delivered such Officer’s Certificate and, to the extent applicable, all such
Securities, the next succeeding sinking fund payment for such series or Tranche shall be made entirely in cash in the amount of the mandatory sinking fund payment. Not less than 30 days before each such sinking fund payment date the Trustee shall
select the Securities to be redeemed upon such sinking fund payment date in the manner specified in 

  
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Section 403 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 404. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 405 and 406. 

ARTICLE SIX 
 Covenants 
 SECTION 601. Payment of Principal, Premium and Interest. 

The Company shall pay the principal of and premium, if any, and interest, if any, on the Securities of each series in accordance with the
terms of such Securities and this Indenture. 
 SECTION 602. Maintenance of Office or Agency. 

The Company shall maintain in each Place of Payment for the Securities of each series, or any Tranche thereof, an office or agency where
payment of such Securities shall be made and/or where such Securities may be presented or surrendered for payment, where the registration of transfer or exchange of such Securities may be effected and where notices and demands to or upon the Company
in respect of such Securities and this Indenture may be served. The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency and prompt notice to the Holders of any such
change in the manner specified in Section 106. If at any time the Company shall fail to maintain any such required office or agency in respect of Securities of any series, or any Tranche thereof, or shall fail to furnish the Trustee with the
address thereof, payment of such Securities shall be made, registration of transfer or exchange thereof may be effected and notices and demands in respect thereof may be served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent for all such purposes in any such event. 
 The Company may also from time to time designate
one or more other offices or agencies with respect to the Securities of one or more series, or any Tranche thereof, for any or all of the foregoing purposes and may from time to time rescind such designations; provided, however, that, unless
otherwise specified as contemplated by Section 301 with respect to the Securities of such series or Tranche, no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency for such
purposes in each Place of Payment for such Securities in accordance with the requirements set forth above. The Company shall give prompt written notice to the Trustee, and prompt notice to the Holders in the manner specified in Section 106, of
any such designation or rescission and of any change in the location of any such other office or agency. 
 Anything herein to
the contrary notwithstanding, any office or agency required by this Section may be maintained at an office of the Company, in which event the Company shall perform all functions to be performed at such office or agency. 

  
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 SECTION 603. Money for Securities Payments to Be Held in Trust. 

If the Company shall at any time act as its own Paying Agent with respect to the Securities of any series, or any Tranche thereof, it
shall, on or before each due date of the principal of and premium, if any, and interest, if any, on any of such Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and premium
or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided. The Company shall promptly notify the Trustee of any failure by the Company (or any other obligor on such Securities) to make any
payment of principal of or premium, if any, or interest, if any, on such Securities. 
 Whenever the Company shall have one or
more Paying Agents for the Securities of any series, or any Tranche thereof, it shall, on or before each due date of the principal of and premium, if any, and interest, if any, on such Securities, deposit with such Paying Agents sums sufficient
(without duplication) to pay the principal and premium or interest so becoming due, such sums to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) the
Company shall promptly notify the Trustee of any failure by it so to act. 
 The Company shall cause each Paying Agent for the
Securities of any series, or any Tranche thereof, other than the Company or the Trustee, to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that
such Paying Agent shall: 
 (a) hold all sums held by it for the payment of the principal of and premium, if any,
or interest, if any, on such Securities in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; 

(b) give the Trustee notice of any failure by the Company (or any other obligor upon such Securities) to make any payment
of principal of or premium, if any, or interest, if any, on such Securities; and 
 (c) at any time during the
continuance of any such failure, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent and furnish to the Trustee such information as it possesses regarding the names and addresses of
the Persons entitled to such sums. 
 The Company may at any time pay, or by Company Order direct any Paying Agent to pay, to
the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent and, if so stated in a Company Order
delivered to the Trustee, in accordance with the provisions of Article Seven; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of and
premium, if any, or interest, if any, on 

  
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any Security and remaining unclaimed for two years after such principal and premium, if any, or interest has become due and payable shall be paid to the Company on Company Request, or, if then
held by the Company, shall be discharged from such trust; and, upon such payment or discharge, the Holder of such Security shall, as an unsecured general creditor and not as a Holder of an Outstanding Security, look only to the Company for payment
of the amount so due and payable and remaining unpaid, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease. 

SECTION 604. Corporate Existence. 
 Subject to the rights of the Company under Article Eleven, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its legal existence as a Corporation.

 SECTION 605. Limitation on Secured Debt. 
 (a) So long as any Securities of any series are Outstanding with respect to which this covenant is specified as benefitting as contemplated by Section 301 (the “Benefitted Securities”), the
Company shall not create, issue, incur or assume any Secured Debt (other than Permitted Secured Debt), except as expressly contemplated in subsections (b) and (c) of this Section. This covenant is included in this Indenture solely for the
benefit of series of Securities which are designated as Benefitted Securities as contemplated by Section 301. 
 (b) the provisions of clause (a) above shall not prohibit the creation, issuance, incurrence or assumption of any Secured Debt if either 

(i) the Company shall make effective provision whereby all Securities then Outstanding shall be secured equally and
ratably with such Secured Debt through the Release Date; or 
 (ii) the Company shall deliver to the Trustee
bonds, notes or other evidences of indebtedness secured by the Lien which secures such Secured Debt (hereinafter called “Secured Obligations”) (A) in an aggregate principal amount equal to the aggregate principal amount of the
Securities then Outstanding, (B) maturing (or being subject to mandatory redemption) on such dates and in such principal amounts that, at each Stated Maturity of the Outstanding Securities, there shall mature (or be redeemed) Secured
Obligations equal in principal amount to the Securities then to mature and (C) containing, in addition to any mandatory redemption provisions applicable to all Secured Obligations outstanding under such Lien and any mandatory redemption
provisions contained therein pursuant to clause (B) above, mandatory redemption provisions correlative to the provisions, if any, for the mandatory redemption (pursuant to a sinking fund or otherwise) of the Securities or for the redemption
thereof at the option of the Holder, as well as a provision for mandatory redemption upon an acceleration of the maturity of all Outstanding Securities following an Event of Default (such mandatory redemption to be rescinded upon the rescission of
such acceleration); it 

  
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being expressly understood that such Secured Obligations (X) may, but need not, bear interest, (Y) may, but need not, contain provisions for the redemption thereof at the option of the
issuer, any such redemption to be made at a redemption price or prices not less than the principal amount thereof and (Z) shall be held by the Trustee for the benefit of the Holders of all Securities from time to time Outstanding subject to
such terms and conditions relating to surrender to the Company (including the surrender on or after the Release Date), transfer restrictions, voting, application of payments of principal and interest and other matters as shall be set forth in an
indenture supplemental hereto specifically providing for the delivery to the Trustee of such Secured Obligations. 
 (c) If the Company shall elect either of the alternatives described in clause (b) above, the Company shall deliver to the Trustee: 

(i) an indenture supplemental to the Indenture (A) together with appropriate inter-creditor arrangements, whereby all
Securities then Outstanding shall be secured by the Lien referred to in clause (b) above equally and ratably with all other indebtedness secured by such Lien or (B) providing for the delivery to the Trustee of Secured Obligations;

 (ii) an Officer’s Certificate (A) stating that, to the knowledge of the signer, (1) no Event of
Default has occurred and is continuing and (2) no event has occurred and is continuing which entitles the secured party under such Lien to accelerate the maturity of the indebtedness then outstanding secured by such Lien and (B) stating
the aggregate principal amount of indebtedness issuable, and then proposed to be issued, under and secured by such Lien; 
 (iii) an Opinion of Counsel (A) if the Securities then Outstanding are to be secured by such Lien, to the effect that all such Securities then Outstanding are entitled to the benefit of such Lien
equally and ratably with all other indebtedness then outstanding secured by such Lien or (B) if Secured Obligations are to be delivered to the Trustee, to the effect that such Secured Obligations have been duly issued under or pursuant to the
indenture or agreement creating such Lien and constitute valid obligations, entitled to the benefit of such Lien equally and ratably with all other indebtedness then outstanding secured by such Lien. 

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

 “Capital Lease Obligations” means obligations of the Company under any lease agreement
(including any lease intended as security) which, under generally accepted accounting principles as in effect at the time such lease is entered, are required to be capitalized on the balance sheet of the Company and which shall include the Existing
Capital Lease Obligations. 
 “Debt” means (i) indebtedness of the Company for borrowed
money evidenced by a bond, debenture, note or other written instrument or agreement by which the 

  
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Company is obligated to repay such borrowed money, (ii) any guaranty by the Company of any such indebtedness of another Person, and (iii) Capital Lease Obligations. “Debt”
does not include, among other things, (x) indebtedness of the Company under any installment sale or conditional sale agreement or any other agreement relating to indebtedness for the deferred purchase price of property or services,
(y) obligations of the Company under any lease agreement which are not Capital Lease Obligations, or (z) liabilities secured by any Lien on any property owned by the Company if and to the extent that the Company has not assumed or
otherwise become liable for the payment thereof. 
 “Excepted Property” means: 

(i) all cash on hand or in banks or other financial institutions, deposit accounts, securities accounts, securities
entitlements, commodity accounts, shares of stock, interests in general or limited partnerships, bonds, notes, other evidences of indebtedness and other securities, of whatsoever kind and nature, not hereafter paid or delivered to, deposited with or
held by the Trustee hereunder or required so to be; 
 (ii) all contracts, leases, operating agreements and other
agreements of whatsoever kind and nature; all contract rights, bills, notes and other instruments and chattel paper (except to the extent that any of the same constitute securities, in which case they are separately excepted under clause
(i) above); all revenues, income and earnings, all accounts, accounts receivable and unbilled revenues, and all rents, tolls, issues, products and profits, claims, credits, demands and judgments; all governmental and other licenses, permits,
franchises, consents and allowances; and all patents, patent licenses and other patent rights, patent applications, trade names, trademarks, copyrights, claims, credits, choses in action and other intangible property and general intangibles
including, but not limited to, computer software; 
 (iii) all automobiles, buses, trucks, truck cranes,
tractors, trailers and similar vehicles and movable equipment; all rolling stock, rail cars and other railroad equipment; all vessels, boats, barges and other marine equipment; all airplanes, helicopters, aircraft engines and other flight equipment;
all parts, accessories and supplies used in connection with any of the foregoing; and all personal property of such character that the perfection of a security interest therein or other Lien thereon is not governed by the Uniform Commercial Code as
in effect in the jurisdiction in which such property is located or in the jurisdiction under the laws of which the Company is organized; 
 (iv) all goods, stock in trade, wares, merchandise and inventory held for the purpose of sale or lease in the ordinary course of business; all materials, supplies, inventory and other items of personal
property which are consumable (otherwise than by ordinary wear and tear) in their use in the operation of any property of the Company; all fuel, including nuclear fuel, whether or not any such fuel is in a form consumable in the operation of any
property of the Company, 

  
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including separate components of any fuel in the forms in which such components exist at any time before, during or after the period of the use thereof as fuel; all hand and other portable tools
and equipment; all furniture and furnishings; and computers and data processing, data storage, data transmission, telecommunications and other facilities, equipment and apparatus, which, in any case, are used primarily for administrative or clerical
purposes or are otherwise not necessary for the operation or maintenance of the facilities, machinery, equipment or fixtures of the Company for (A) the generation, transmission or distribution of electric energy, (B) the transmission,
storage or distribution of gas or (C) the appropriation, storage, transmission or distribution of water; 

(v) all coal, ore, gas, oil and other minerals and all timber, and all rights and interests in any of the foregoing,
whether or not such minerals or timber shall have been mined or extracted or otherwise separated from the land; and all electric energy, gas (natural or artificial), steam, water and other products generated, produced, manufactured, purchased or
otherwise acquired by the Company; 
 (vi) all real property, leaseholds, gas rights, wells, gathering, tap or
other pipe lines, or facilities, equipment or apparatus, in any case used or to be used primarily for the production or gathering of natural gas; 
 (vii) all property which is the subject of a lease agreement designating the Company as lessee and all right, title and interest of the Company in and to such property and in, to and under such lease
agreement, except for the property which is subject to a lease agreement for which the obligations of the Company under such lease are Capital Lease Obligations; and 

(viii) all property, real, personal and mixed, that is not located in the State of Arizona or the State of New Mexico and
is not used by the Company in the business of the generation, transmission and/or distribution of electric energy. 
 “Existing Capital Lease Obligations” means the obligations of the Company under the lease agreements which were capitalized on the consolidated balance sheet of the Company as of
September 30, 2011. 
 “Lien” means any mortgage, deed of trust, pledge, security interest,
conditional sale or other title retention agreement or any lease in the nature thereof. 
 “Mortgage
Bonds” means bonds, notes or other obligations issued under a Mortgage Indenture. 
 “Mortgage
Indenture” means (i) the Indenture of Mortgage and Deed of Trust, dated as of December 1, 1992 of the Company executed and delivered to Bank of Montreal Trust Company, predecessor of The Bank of New York Mellon, as trustee, as
such indenture has been heretofore and is hereafter amended and supplemented (the “1992 Mortgage”), and (ii) any other indenture, mortgage and/or deed of trust (a) executed and delivered by the Company subsequent to the date of
this Indenture in which 

  
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the Company grants a Lien on properties of the Company used in the generation, transmission and/or distribution of electric energy, whether such indenture, mortgage or deed of trust is in
addition to, or in replacement of, the 1992 Mortgage and (b) which has been designated by the Company in a written notice to the Trustee as a “Mortgage Indenture”. 

“Permitted Secured Debt” means, as of any particular time, any of the following: 

(i) Secured Debt which matures less than one year from the date of the issuance or incurrence thereof and is not
extendible at the option of the issuer; and any refundings, refinancings and/or replacements of any such Secured Debt by or with similar Secured Debt; 
 (ii) Secured Debt secured by Purchase Money Liens or any other Liens existing or placed upon property at the time of, or within one hundred eighty (180) days after, the acquisition thereof by the
Company, and any refundings, refinancings and/or replacements of any such Secured Debt; provided, however, that no such Purchase Money Lien or other Lien shall extend to or cover any property of the Company other than (A) the property so
acquired and improvements, extensions and additions to such property and renewals, replacements and substitutions of or for such property or any part or parts thereof and (B) with respect to Purchase Money Liens, other property subsequently
acquired by the Company; 
 (iii) Secured Debt originally issued by a Corporation with or into which the Company
merges or consolidates which is secured by a Lien existing at the time of such merger or consolidation, and any refundings, refinancings and/or replacements of any such Secured Debt; provided, however, that no such Lien shall extend to or cover any
property of the Company (as constituted immediately prior to such merger or consolidation) other than the property subject to such Liens immediately prior to such merger or consolidation and improvements, extensions and additions to such property
and renewals, replacements and substitutions of or for such property or any part or parts thereof; 
 (iv) the
Mortgage Bonds issued and Outstanding as of the date of the initial issuance of the first series of Benefitted Securities under this Indenture and any refundings, refinancings and/or replacements of any such Mortgage Bonds within forty-five (45)
days of the retirement of such Mortgage Bonds by or with other Mortgage Bonds (which Mortgage Bonds may evidence or secure other Debt of the Company); 
 (v) the Existing Capital Lease Obligations; 
 (vi) Secured Debt
relating to governmental obligations the interest on which is not included in gross income for purposes of federal income taxation, issued for the purpose of financing or refinancing, in whole or in part, costs of acquisition or construction of
property to be used by the Company, to the extent that the Lien which secures such Secured Debt is required either by applicable 

  
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law or by the issuer of such governmental obligations or is otherwise necessary in order to establish or maintain such exclusion from gross income; and any refundings, refinancings and/or
replacements of any such Secured Debt by or with similar Secured Debt; 
 (vii) Secured Debt (A) which is
related to the construction or acquisition of property not previously owned by the Company or (B) which is related to the financing of a project involving the development or expansion of property of the Company and (C) in either case, the
obligee in respect of which has no recourse to the Company or any property of the Company other than the property constructed or acquired with the proceeds of such transaction or the project financed with the proceeds of such transaction (or the
proceeds of such property or such project); and any refundings, refinancings and/or replacements of any such Secured Debt by or with Secured Debt described in clause (C) above; 

(viii) Secured Debt permitted under clause (b) above; and 

(ix) in addition to the Permitted Secured Debt described in clauses (i) through (viii) above, Secured Debt not
otherwise permitted constituting “Permitted Secured Debt” in an aggregate principal amount not exceeding the greater of (a) 10% of the Tangible Assets and (b) 10% of Total Capitalization, each as shown on the consolidated balance
sheet of the Company dated as of the end of the latest fiscal quarter of the Company prior to the date of the creation, issuance, incurrence or assumption of such Secured Debt. 

“Purchase Money Lien” means, with respect to any property being acquired by the Company, a Lien on such
property which 
 (i) is taken or retained by the transferor of such property to secure all or part of the
purchase price thereof; 
 (ii) is granted to one or more Persons other than the transferor which, by making
advances or incurring an obligation, give value to enable the grantor of such Lien to acquire rights in or the use of such property; 
 (iii) is held by a trustee or agent for the benefit of one or more Persons described in clause (i) or (ii) above, provided that such Lien may be held, in addition, for the benefit of one or more
other Persons which shall have theretofore given, or may thereafter give, value to or for the benefit or account of the grantor of such Lien for one or more other purposes; or 

(iv) otherwise constitutes a purchase money mortgage or a purchase money security interest under applicable law;

 and, without limiting the generality of the foregoing, for purposes of this Indenture, the term Purchase Money Lien shall be
deemed to include any Lien described above whether or not such Lien (A) shall permit the issuance or other incurrence of additional indebtedness secured by such Lien on such property, 

  
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(B) shall permit the subjection to such Lien of additional property and the issuance or other incurrence of additional indebtedness on the basis thereof and/or (C) shall have been
granted prior to the acquisition of such property, shall attach to or otherwise cover property other than the property being acquired and/or shall secure obligations issued prior and/or subsequent to the issuance of the obligations delivered in
connection with such acquisition. 
 “Release Date” means the date, if any, following the
election by the Company of either of the alternatives described in clause (b) above on which (i) either no Benefitted Securities shall remain Outstanding or no Secured Debt is then outstanding (other than the Securities) that following the
Release Date will benefit from the Lien then securing the Securities or Secured Obligations held by the Trustee and (ii) any additional conditions precedent to the release of the Lien securing the Securities or the surrender of the Secured
Obligations held by the Trustee provided in the indenture supplemental hereto contemplated by clause (c) above have been satisfied. 
 “San Carlos” means San Carlos Resources Inc., an Arizona corporation. For purposes of this Section, as long as San Carlos remains, directly or indirectly, a majority-owned subsidiary of
the Company, the term “Company” in clause (a) of this Section and in the definitions set forth in clause (d) of this Section (other than in subclause (b) of clause (ix) of the definition of Permitted Secured Debt,
clause (i) of the definition of Mortgage Indenture and the definitions of Release Date, Tangible Assets and Total Capitalization) shall be deemed to include San Carlos and the capital stock of San Carlos held by the Company shall not be deemed
to be Excepted Property. 
 “Secured Debt” means Debt created, issued, incurred or assumed by
the Company which is secured by a Lien upon any property (other than Excepted Property) of the Company, real, personal or mixed, of whatever kind or nature and wherever located, whether owned at the date of the initial authentication and delivery of
Securities hereunder, or thereafter acquired. For purposes of this Section, any Capitalized Lease Obligations of the Company will be deemed to be Debt secured by a Lien on the Company’s property. 

“Tangible Assets” means (i) total assets of the Company and its consolidated subsidiaries minus
(ii) the aggregate amount of all intangible assets (other than intangible assets the cost of which is expected by the Company to be recovered through revenues from the sale of electrical capacity and/or energy or the provision of related
services), in each case as shown on the consolidated balance sheet of the Company, all as determined in accordance with generally accepted accounting principles as applied to entities conducting the same businesses as the Company. 

“Total Capitalization” means the total of all the following items appearing on, or included in, the
consolidated balance sheet of the Company; (i) liabilities for indebtedness maturing more than 12 months from the date of determination, and (ii) common stock, common stock expense, accumulated other comprehensive income or loss, preferred
stock, preference stock, premium on common stock and retained earnings (however the foregoing may be designated), less, to the extent not otherwise deducted, 

  
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the cost of shares of the Company’s capital stock held in the Company’s treasury, if any, all as determined in accordance with generally accepted accounting principles as applied to
entities conducting the same businesses as the Company. 
 SECTION 606. Annual Officer’s Certificate as to Compliance. 

Not later than May 1 in each year, commencing the first May 1 after the first issuance of Securities pursuant to this Indenture,
the Company shall deliver to the Trustee an Officer’s Certificate which need not comply with Section 102, executed by the principal executive officer, the principal financial officer or the principal accounting officer of the Company, as
to such officer’s knowledge of the Company’s compliance with all conditions and covenants under this Indenture, such compliance to be determined without regard to any period of grace or requirement of notice under this Indenture, and
making any other statements as may be required by the provisions of Section 314(a)(4) of the Trust Indenture Act. 
 SECTION 607. Waiver
of Certain Covenants. 
 The Company may omit in any particular instance to comply with any term, provision or condition set
forth in (a) Section 602 or 605 or any additional covenant or restriction specified with respect to the Securities of any series, or any Tranche thereof, as contemplated by Section 301, if before the time for such compliance the
Holders of a majority in aggregate principal amount of the Outstanding Securities of all series and Tranches with respect to which compliance with Section 602 or 605 or such additional covenant or restriction is to be omitted, considered as one
class, shall by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition and (b) Section 604 or Article Eleven if before the time for such compliance the
Holders of a majority in aggregate principal amount of Securities Outstanding under this Indenture shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition;
but, in the case of (a) or (b), no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such term, provision or condition shall remain in full force and effect. 
 ARTICLE SEVEN

 Satisfaction and Discharge 
 SECTION 701. Satisfaction and Discharge of Securities. 
 Any Security or
Securities, or any portion of the principal amount thereof, shall be deemed to have been paid for all purposes of this Indenture, and the entire indebtedness of the Company in respect thereof shall be deemed to have been satisfied and discharged, if
there shall have been irrevocably deposited with the Trustee or any Paying Agent (other than the Company), in trust: 
 (a) money in an amount which shall be sufficient, or 

  
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 (b) in the case of a deposit made prior to the Maturity of such Securities
or portions thereof, Eligible Obligations, which shall not contain provisions permitting the redemption or other prepayment thereof at the option of the issuer thereof, the principal of and the interest on which when due, without any regard to
reinvestment thereof, will provide moneys which, together with the money, if any, deposited with or held by the Trustee or such Paying Agent, shall be sufficient, or 

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

to pay when due the principal of and premium, if any, and interest, if any, due and to become due on such Securities or portions thereof on or prior to
Maturity; provided, however, that in the case of the provision for payment or redemption of less than all the Securities of any series or Tranche, such Securities or portions thereof shall have been selected by the Trustee as provided herein and, in
the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee;
and provided, further, that the Company shall have delivered to the Trustee and such Paying Agent: 
 (x) if such
deposit shall have been made prior to the Maturity of such Securities, a Company Order stating that the money and Eligible Obligations deposited in accordance with this Section shall be held in trust, as provided in Section 703; and 

(y) if Eligible Obligations shall have been deposited, an Opinion of Counsel to the effect that such obligations
constitute Eligible Obligations and do not contain provisions permitting redemption or other prepayment thereof at the option of the issuer thereof, and a written statement on an independent public accountant of nationally recognized standing,
selected by the Company, to the effect that the other requirements set forth in clause (b) and (c) above have been satisfied; and 
 (z) if the Company intends such deposit to satisfy and discharge its indebtedness in respect of such Securities or portions thereof prior to the Maturity of such Securities or portion thereof, an
Officer’s Certificate stating the Company’s intention that, upon delivery of such Officer’s Certificate, its indebtedness in respect of such Securities or portions thereof will have been satisfied and discharged as contemplated in
this Section. 
 Upon the deposit of money or Eligible Obligations, or both, in accordance with this Section, together with the
documents required by clauses (x), (y) and (z) above, the Trustee shall, upon receipt of a Company Request, acknowledge in writing that the Security or Securities or portions thereof with respect to which such deposit was made are deemed
to have been paid for all purposes of this Indenture and that the entire indebtedness of the Company in respect thereof has been satisfied and discharged as contemplated in this Section. In the event that all of the conditions set forth in the
preceding paragraph shall have been satisfied in respect of any Securities or portions thereof except that, for any reason, the Officer’s Certificate specified in clause (z) shall not have been delivered, such Securities or portions
thereof shall nevertheless be 

  
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deemed to have been paid for all purposes of this Indenture, and the Holders of such Securities or portions thereof shall nevertheless be no longer entitled to the benefits of this Indenture or
of any of the covenants of the Company under Article Six (except the covenants contained in Sections 602 and 603) or any other covenants made in respect of such Securities or portions thereof as contemplated by Section 301, but the indebtedness
of the Company in respect of such Securities or portions thereof shall not be deemed to have been satisfied and discharged prior to Maturity for any other purpose, and the Holders of such Securities or portions thereof shall continue to be entitled
to look to the Company for payment of the indebtedness represented thereby; and, upon Company Request, the Trustee shall acknowledge in writing that such Securities or portions thereof are deemed to have been paid for all purposes of this Indenture.

 If payment at Stated Maturity of less than all of the Securities of any series, or any Tranche thereof, is to be provided for
in the manner and with the effect provided in this Section, the Trustee shall select such Securities, or portions of principal amount thereof, in the manner specified by Section 403 for selection for redemption of less than all the Securities
of a series or Tranche. 
 In the event that Securities which shall be deemed to have been paid for purposes of this Indenture,
and, if such is the case, in respect of which the Company’s indebtedness shall have been satisfied and discharged, all as provided in this Section do not mature and are not to be redeemed within the 60 day period commencing with the date of the
deposit of moneys or Eligible Obligations, as aforesaid, the Company shall, as promptly as practicable, give a notice, in the same manner as a notice of redemption with respect to such Securities, to the Holders of such Securities to the effect that
such deposit has been made and the effect thereof. 
 Notwithstanding that any Securities shall be deemed to have been paid for
purposes of this Indenture, as aforesaid, the obligations of the Company and the Trustee in respect of such Securities under Sections 304, 305, 306, 404, 503 (as to notice of redemption), 602, 603, 907 and 915 and this Article Seven shall survive
such satisfaction and discharge. 
 The Company shall pay, and shall indemnify the Trustee or any Paying Agent with which
Eligible Obligations shall have been deposited as provided in this Section against, any tax, fee or other charge imposed on or assessed against such Eligible Obligations or the principal or interest received in respect of such Eligible Obligations,
including, but not limited to, any such tax payable by any entity deemed, for tax purposes, to have been created as a result of such deposit. 
 Anything herein to the contrary notwithstanding, (a) if, at any time after a Security would be deemed to have been paid for purposes of this Indenture, and, if such is the case, the Company’s
indebtedness in respect thereof would be deemed to have been satisfied and discharged, pursuant to this Section (without regard to the provisions of this paragraph), the Trustee or any Paying Agent, as the case may be, (i) shall be required to
return the money or Eligible Obligations, or combination thereof, deposited with it as aforesaid to the Company or its representative under any applicable Federal or State bankruptcy, insolvency or other similar law, or (ii) is unable to apply
any money in accordance with this Article with respect to any Securities by reason of any order or judgment of any court or Governmental Authority enjoining, restraining or otherwise prohibiting such application, such Security shall thereupon be
deemed 

  
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retroactively not to have been paid and any satisfaction and discharge of the Company’s indebtedness in respect thereof shall retroactively be deemed not to have been effected, and such
Security shall be deemed to remain Outstanding and (b) any satisfaction and discharge of the Company’s indebtedness in respect of any Security shall be subject to the provisions of the last paragraph of Section 603. 

SECTION 702. Satisfaction and Discharge of Indenture. 
 This Indenture shall upon Company Request accompanied by an Officer’s Certificate and an Opinion of Counsel in compliance with Section 102, cease to be of further effect (except as hereinafter
expressly provided), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when 

(a) no Securities remain Outstanding hereunder; and 

(b) the Company has paid or caused to be paid, or made provision acceptable to the Trustee for payment of, all other sums
payable hereunder by the Company; 
 provided, however, that if, in accordance with the last paragraph of Section 701, any Security,
previously deemed to have been paid for purposes of this Indenture, shall be deemed retroactively not to have been so paid, this Indenture shall thereupon be deemed retroactively not to have been satisfied and discharged, as aforesaid, and to remain
in full force and effect, and the Company shall execute and deliver such instruments as the Trustee shall reasonably request to evidence and acknowledge the same. 
 Notwithstanding the satisfaction and discharge of this Indenture as aforesaid, the obligations of the Company and the Trustee under Sections 304, 305, 306, 404, 503 (as to notice of redemption), 602, 603,
907 and 915 and this Article Seven shall survive such satisfaction and discharge. 
 Upon satisfaction and discharge of this
Indenture as provided in this Section, the Trustee shall assign, transfer and turn over to the Company, subject to the lien provided by Section 907, any and all money, securities and other property then held by the Trustee for the benefit of
the Holders of the Securities other than money and Eligible Obligations held by the Trustee pursuant to Section 703 and shall execute and deliver to the Company such instruments as, in the judgment of the Company, shall be necessary, desirable
or appropriate to effect or evidence the satisfaction and discharge of this Indenture. 
 SECTION 703. Application of Trust Money.

 Neither the Eligible Obligations nor the money deposited pursuant to Section 701, nor the principal or interest
payments on any such Eligible Obligations, shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal of and premium, if any, and interest, if any, on the Securities or portions of principal
amount thereof in respect of which such deposit was made, all subject, however, to the provisions of Section 603; provided, however, that, so long as there shall not have occurred and be continuing an Event of Default, any cash received from
such principal or interest payments on such Eligible Obligations, 

  
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if not then needed for such purpose, shall, to the extent practicable and upon Company Request and delivery to the Trustee of the documents referred to in clause (y) in the first paragraph
of Section 701, be invested in Eligible Obligations of the type described in clause (b) in the first paragraph of Section 701 maturing at such times and in such amounts as shall be sufficient, together with any other moneys and the
proceeds of any other Eligible Obligations then held by the Trustee, to pay when due the principal of and premium, if any, and interest, if any, due and to become due on such Securities or portions thereof on and prior to the Maturity thereof, and
interest earned from such reinvestment shall be paid over to the Company as received, free and clear of any trust, lien or pledge under this Indenture except the lien provided by Section 907; and provided, further, that, so long as there shall
not have occurred and be continuing an Event of Default, any moneys held in accordance with this Section on the Maturity of all such Securities in excess of the amount required to pay the principal of and premium, if any, and interest, if any, then
due on such Securities shall be paid over to the Company free and clear of any trust, lien or pledge under this Indenture except the lien provided by Section 907; and provided, further, that if an Event of Default shall have occurred and be
continuing, moneys to be paid over to the Company pursuant to this Section shall be held until such Event of Default shall have been waived or cured. 
 At any time before or after depositing any money or Eligible Obligations with the Trustee under this Article, the Company may by written notice to the Trustee (1) irrevocably waive any or all of its
rights to any residual interest in such money or Eligible Obligations, including any interest earned or excess amounts, (2) advise the Trustee to purchase Eligible Obligations or otherwise invest money or proceeds held in trust within the
limitations specified in this section, (3) provide advice to the Trustee as to matters arising in connection with the Trustee’s servicing of the trust established pursuant to this section with respect to such money or Eligible Obligations,
or (4) irrevocably waive any or all of its rights to any involvement with such money, Eligible Obligations or the trust established pursuant to this section. 
 ARTICLE EIGHT 
 Events of Default; Remedies 

SECTION 801. Events of Default. 
 “Event of Default”, wherever used herein with respect to Securities of any series, means any one of the following events: 

(a) failure to pay interest, if any, on any Security of such series within 30 days after the same becomes due and payable;
or 
 (b) failure to pay the principal of or premium, if any, on any Security of such series at its Maturity; or

 (c) failure to perform or breach of any covenant or warranty of the Company in this Indenture (other than a
covenant or warranty a default in the performance of which or breach of which is elsewhere in this Section specifically dealt with or which has expressly been included in this Indenture solely for the benefit of one or more series of


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

(d) the entry by a court having jurisdiction in the premises of (1) a decree or order for relief in respect of the
Company in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or (2) a decree or order adjudging the Company a bankrupt or insolvent, or approving as properly
filed a petition by one or more Persons other than the Company seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable Federal or State bankruptcy, insolvency or similar law, or appointing
a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official for the Company or for any substantial part of its property, or ordering the winding up or liquidation of its affairs, and any such decree or order for
relief or any such other decree or order shall have remained unstayed and in effect for a period of 90 consecutive days; or 
 (e) the commencement by the Company of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding
to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of the Company in a case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Company or of any
substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the authorization of such action by the Board
of Directors; or 
 (f) any other Event of Default with respect to Securities of such series as shall have been
specified in the terms thereof as contemplated by Section 301(o). 

  
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 SECTION 802. Acceleration of Maturity; Rescission and Annulment. 

If an Event of Default applicable to the Securities of any one series but not applicable to other series of Outstanding Securities shall
have occurred and be continuing, either the Trustee or the Holders of a majority in aggregate principal amount of the Securities of such series may then declare the principal amount (or, if any of the Securities of such series are Discount
Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301) of all Securities of such series and interest accrued thereon to be due and payable immediately. If an Event of Default
applicable to Outstanding Securities of more than one series shall have occurred and be continuing, either the Trustee or the Holders of a majority in aggregate principal amount of all Securities then Outstanding of all such series (considered as
one class), and not the Holders of the Securities of any one of such series, may declare the principal of all Securities of all such series and interest accrued thereon to be due and payable immediately. As a consequence of each such declaration
(herein referred to as a declaration of acceleration) with respect to Securities of any series, the principal amount (or portion thereof in the case of Discount Securities) of such Securities and interest accrued thereon shall become due and payable
immediately. 
 At any time after such a declaration of acceleration with respect to Securities of any series shall have been
made and before a judgment or decree for payment of the money due shall have been obtained by the Trustee as hereinafter in this Article provided, the Event or Events of Default giving rise to such declaration of acceleration shall, without further
act, be deemed to have been waived, and such declaration and its consequences shall, without further act, be deemed to have been automatically rescinded and annulled, if 

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

(1) all overdue interest on all Securities of such series then Outstanding; 

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

(4) all amounts due to the Trustee under Section 907; 
 and 
 (b) any other Event or Events of Default with respect to
Securities of such series, other than the nonpayment of the principal of Securities of such series which shall have become due solely by such declaration of acceleration, shall have been cured or waived as provided in Section 813. 

  
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 No such waiver or rescission and annulment shall affect any subsequent Event of Default or impair any right
consequent thereon. 
 SECTION 803. Collection of Indebtedness and Suits for Enforcement by Trustee. 

If an Event of Default described in clause (a) or (b) of Section 801 shall have occurred and be continuing, the Company
shall, upon demand of the Trustee, pay to it, for the benefit of the Holders of the Securities of the series with respect to which such Event of Default shall have occurred, the whole amount then due and payable on such Securities for principal and
premium, if any, and interest, if any, and, to the extent permitted by law, interest on any overdue principal and interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be
sufficient to cover any amounts due to the Trustee under Section 907. 
 If the Company shall fail to pay such amounts
forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may
enforce the same against the Company or any other obligor upon such Securities and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities,
wherever situated. 
 If an Event of Default with respect to Securities of any series shall have occurred and be continuing, the
Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such
rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. 
 SECTION 804. Trustee May File Proofs of Claim. 
 In case of the pendency of
any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or of such other
obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, 
 (a) to file and prove a claim for the whole amount of principal, premium, if any, and interest, if any, owing and unpaid in respect of the Securities and to file such other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including any claim for amounts due to the Trustee under Section 907) and of the Holders allowed in such judicial proceeding, and 

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

  
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 and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any
such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amounts due it under
Section 907. 
 Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or
adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding. 
 SECTION 805. Trustee May Enforce Claims Without Possession of Securities. 

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

SECTION 806. Application of Money Collected. 
 Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of
principal or premium, if any, or interest, if any, upon presentation of the Securities in respect of which or for the benefit of which such money shall have been collected and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid: 
 First: To the payment of all amounts due the Trustee under Section 907;

 Second: To the payment of the amounts then due and unpaid for principal of and premium, if any, and interest, if any,
on the Outstanding Securities in respect of which or for the benefit of which such money has been collected; or, in case such proceeds shall be insufficient to pay in full such amounts so due and unpaid upon such Securities, then to the payment of
the principal thereof and interest, if any, thereon, without any preference or priority of any kind, ratably according to the respective amounts so due and payable for principal and interest, if any, with any balance then remaining to the payment of
premium, if any and, if so specified as contemplated by Section 301 with respect to the Securities of any series, or any Tranche thereof, interest, if any, on overdue premium, if any, and overdue interest, if any, ratably as aforesaid, all to
the extent permitted by applicable law; and 
 Third: To the payment of the remainder, if any, to the Company or as a
court of competent jurisdiction may direct. 

  
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 SECTION 807. Limitation on Suits. 

No Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment
of a receiver or trustee, or for any other remedy hereunder, unless: 
 (a) such Holder shall have previously
given written notice to the Trustee of a continuing Event of Default with respect to the Securities of such series; 
 (b) the Holders of a majority in aggregate principal amount of the Outstanding Securities of all series in respect of which an Event of Default shall have occurred and be continuing, considered as one
class, shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; 
 (c) such Holder or Holders shall have offered to the Trustee indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; 

(d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to
institute any such proceeding; and 
 (e) no direction inconsistent with such written request shall have been
given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding Securities of all series in respect of which an Event of Default shall have occurred and be continuing, considered as one
class; 
 it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by
availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly
prejudicial to such Holders). 
 SECTION 808. Unconditional Right of Holders to Receive Principal, Premium and Interest. 

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

  
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 SECTION 809. Restoration of Rights and Remedies. 

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

SECTION 810. Rights and Remedies Cumulative. 
 Except as otherwise provided in the last paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right
or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of
any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 

SECTION 811. Delay or Omission Not Waiver. 
 No delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of
Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be. 
 SECTION 812. Control by Holders of Securities. 
 If an Event of Default shall have occurred and be continuing in respect of a series of Securities, the Holders of a majority in principal amount of the Outstanding Securities of such series 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; provided, however, that if an
Event of Default shall have occurred and be continuing with respect to more than one series of Securities, the Holders of a majority in aggregate principal amount of the Outstanding Securities of all such series, considered as one class, shall have
the right to make such direction, and not the Holders of the Securities of any one of such series; and provided, further, that such direction shall not be in conflict with any rule of law or with this Indenture. The Trustee may take any other
action, deemed proper by the Trustee, which is not inconsistent with any such direction. Before proceeding to exercise any right or power hereunder at the direction of such Holders, the Trustee shall be entitled to receive from such Holders security
or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with any such direction. 

  
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 SECTION 813. Waiver of Past Defaults. 

The Holders of a majority in aggregate principal amount of the Outstanding Securities of any series may on behalf of the Holders of all
the Securities of such series waive any past default hereunder with respect to such series and its consequences, except a default 
 (a) in the payment of the principal of or premium, if any, or interest, if any, on any Security of such series, or 
 (b) in respect of a covenant or provision hereof which under Section 1202 cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected.

 Upon any such waiver, such default shall cease to exist, and any and all Events of Default arising therefrom shall be deemed
to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. 
 SECTION 814. Undertaking for Costs. 
 The Company and the Trustee agree, and
each Holder by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and
expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Company, to any
suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in aggregate principal amount of the Outstanding Securities of all series in respect of which such suit may be brought,
considered as one class, or to any suit instituted by any Holder for the enforcement of the payment of the principal of or premium, if any, or interest, if any, on any Security on or after the Stated Maturity or Maturities expressed in such Security
(or, in the case of redemption, on or after the Redemption Date). 
 SECTION 815. Waiver of Usury, Stay or Extension Laws. 

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

  
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 ARTICLE NINE 
 The Trustee 
 SECTION 901. Certain Duties and Responsibilities. 

(a) The Trustee undertakes to perform, with respect to Securities, such duties and only such duties as are specifically
set forth in this Indenture. The Trustee shall have and be subject to all the duties and responsibilities specified with respect to an indenture trustee in the Trust Indenture Act and no implied covenants or obligations shall be read into this
Indenture against the Trustee. For purposes of Sections 315(a) and 315(c) of the Trust Indenture Act, the term “default” is hereby defined as an Event of Default which has occurred and is continuing. 

(b) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it. 
 (c) In case an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own
affairs. 
 (d) No provision of this Indenture shall be construed to relieve the Trustee from liability for its
own negligent action, its own negligent failure to act, or its own willful misconduct except that (1) this Section 901(d) shall not be construed to limit the effect of Section 901(a); (2) the Trustee shall not be liable for any
error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and (3) 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 of a majority in aggregate principal amount of the Outstanding Securities, relating to the time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities; 
 (e) Notwithstanding anything contained in this Indenture to the contrary, the duties and responsibilities of the Trustee under this Indenture shall be subject to the protections, exculpations and
limitations on liability afforded to an indenture trustee under the provisions of the Trust Indenture Act. For the purposes of Sections 315(b) and 315(d)(2) of the Trust Indenture Act, the term “responsible officer” is hereby defined as a
Responsible Officer and the chairman or vice chairman of the board of directors, the chairman or vice chairman of the executive committee of the board of directors, the president, any vice president, the secretary, any assistant secretary, the
treasurer any assistant treasurer, the cashier, any assistant cashier, any trust officer or assistant trust officer, the controller and any assistant controller of the Trustee, or any other officer of


  
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the Trustee customarily performing functions similar to those performed by a Responsible Officer or any of the above designated officers and also means, with respect to a particular corporate
trust matter, any other officer to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject; 
 (f) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the
provisions of this Section; and 
 (g) In the absence of bad faith on its part, the Trustee may conclusively
rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such 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 (but need not
confirm or investigate the accuracy of mathematical calculations or other facts stated therein). 
 SECTION 902. Notice of Defaults.

 The Trustee shall give notice of any default hereunder about which the Trustee shall have knowledge as set forth in
Section 903(i) with respect to the Securities of any series to the Holders of Securities of such series in the manner and to the extent required to do so by the Trust Indenture Act, unless such default shall have been cured or waived; provided,
however, that except in the case of a default in the payment of the principal of (or premium, if any) or interest on any Security or in the payment of any sinking fund deposit with respect to any Security, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interest of the
Holders of Securities of such series, and in the case of any default of the character specified in Section 801(c), no such notice to Holders shall be given until at least 45 days after the occurrence thereof. For the purpose of this Section and
clause (i) of Section 903, the term “default” means any event which is, or after notice or lapse of time, or both, would become, an Event of Default. 
 SECTION 903. Certain Rights of Trustee. 
 Subject to the provisions of
Section 901 and to the applicable provisions of the Trust Indenture Act: 
 (a) the Trustee may conclusively
rely and shall be fully protected in acting or refraining from acting in good faith upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; 
 (b) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order, or as otherwise expressly provided herein, and any resolution of the
Board of Directors may be sufficiently evidenced by a Board Resolution; 

  
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 (c) whenever in the administration of this Indenture the Trustee shall deem
it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, such matter (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on the part of the Trustee, be
deemed to be conclusively proved and established by an Officer’s Certificate; 
 (d) the Trustee may consult
with counsel of its selection and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon; 
 (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by
this Indenture at the request or direction of any Holder pursuant to this Indenture, unless such Holder shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by
it in compliance with such request or direction; 
 (f) the Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee,
in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall (subject to applicable legal requirements) be
entitled to examine, during normal business hours, the books, records and premises of the Company, personally or by agent or attorney; 
 (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees, and the Trustee shall not be
responsible for any misconduct or negligence on the part of any agent, attorney, custodian or nominee appointed with due care by it hereunder; and the rights, privileges, protections, immunities and benefits given to the Trustee, including, without
limitation, its right to be compensated, reimbursed, and indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder; 

(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; 
 (i) the Trustee shall not be charged with knowledge of any default or Event of Default, or any event which is, or after notice or lapse of time or both would become an Event of Default, as the case may
be, with respect to the Securities of any series for which it is acting as Trustee unless either (1) a Responsible Officer of the Trustee shall have actual knowledge that such default or Event of Default, as the case may be, exists


  
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and constitutes a default or Event of Default under this Indenture or (2) written notice of such default or Event of Default, as the case may be, shall have been given in the manner provided
in Section 105 hereof to the Trustee by the Company, any other obligor on such Securities or by any Holder of such Securities; 
 (j) the Trustee shall not be liable for any error of judgment made in good faith by an officer or officers of the Trustee, unless it shall be conclusively determined by a court of competent jurisdiction
that the Trustee was negligent in ascertaining the pertinent facts; 
 (k) in no event shall the Trustee be
responsible or liable for special, indirect, punitive 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; and 
 (l) the Trustee shall not be required to give any bond or
surety in respect of the performance of its powers and duties hereunder. 
 SECTION 904. Not Responsible for Recitals or Issuance of
Securities. 
 The recitals contained herein and in the Securities (except the Trustee’s certificates of authentication)
shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the
Securities. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof. 
 SECTION 905. May Hold Securities. 
 Each of the Trustee, any Authenticating
Agent, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 908 and 913, may otherwise deal with the Company with
the same rights it would have if it were not the Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent. 

SECTION 906. Money Held in Trust. 
 Money held by the Trustee in trust hereunder need not be segregated from other funds, except to the extent required by law. The Trustee shall be under no liability for interest on or investment of any
money received by it hereunder except as expressly provided herein or otherwise agreed in writing with, and for the sole benefit of, the Company. 
 SECTION 907. Compensation and Reimbursement. 
 The Company shall 

(a) pay to the Trustee from time to time such compensation as shall be agreed in writing between the Company and the
Trustee, for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); 

  
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 (b) except as otherwise expressly provided herein, reimburse the Trustee
upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its
agents and counsel), except to the extent that any such expense, disbursement or advance may be attributable to the Trustee’s negligence or willful misconduct; and 

(c) indemnify the Trustee for, and hold it harmless from and against, any and all loss, liability, damage, claim or
expense incurred by it (including reasonable fees and expenses of its counsel) including any agent capacity in which it acts arising out of or in connection with the acceptance or administration of the trust or trusts hereunder or the performance of
its duties hereunder, including the reasonable costs and expenses of defending itself against any claim (whether asserted by the Company or Holder or any other Person) or liability in connection with the exercise or performance of any of its powers
or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or willful misconduct. 
 As security for the performance of the obligations of the Company under this Section, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as
such other than property and funds held in trust under Section 703 (except as otherwise provided in Section 703). “Trustee” for purposes of this Section shall include any predecessor Trustee; provided, however, that the
negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. 
 When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 801(d) or Section 801(e), the expenses (including the reasonable charges and
expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law. 

The provisions of this Section 907 shall survive the resignation or removal of the Trustee, the discharge of the Company’s
obligations under Article Seven of this Indenture and/or the termination of this Indenture. 
 “Trustee” for
purposes of this Section shall include any predecessor Trustee; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. 

SECTION 908. Disqualification; Conflicting Interests. 
 If the Trustee shall have or acquire any conflicting interest within the meaning of the Trust Indenture Act, it shall either eliminate such conflicting interest or resign to the extent, in the manner and
with the effect, and subject to the conditions, provided in the Trust Indenture Act and this Indenture. For purposes of Section 310(b)(1) of the Trust Indenture Act and to the extent permitted thereby, the Trustee, in its capacity as trustee in
respect of the Securities of any series, shall not be deemed to have a conflicting interest arising from its capacity as trustee in respect of the Securities of any other series. 

  
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 SECTION 909. Corporate Trustee Required; Eligibility. 

There shall at all times be a Trustee hereunder which shall be a Corporation, organized and doing business under the laws of the United
States, any State thereof or the District of Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by Federal, State or
District of Columbia authority and qualified and eligible under this Article and the Trust Indenture Act. If such Corporation publishes reports of condition at least annually, pursuant to law or to the requirements of such supervising or examining
authority, then for the purposes of this Section, the combined capital and surplus of such Corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the
Trustee shall cease to be eligible in accordance with the provisions of this Section and the Trust Indenture Act, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. 

SECTION 910. Resignation and Removal; Appointment of Successor. 

(a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall
become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 911. 
 (b) The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required
by Section 911 shall not have been delivered to the resigning Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition, at the Company’s expense, any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such series. 
 (c) The Trustee may be
removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Trustee and to the Company. If the instrument of acceptance by a
successor Trustee required by Section 911 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed may petition, at the expense of the Company, any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 
 (d) If
at any time: 
 (1) the Trustee shall fail to comply with Section 908 after written request therefor by the
Company or by any Holder who has been a bona fide Holder for at least six months, or 

  
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 (2) the Trustee shall cease to be eligible under Section 909 or
Section 310(a) of the Trust Indenture Act and shall fail to resign after written request therefor by the Company or by any such Holder, or 
 (3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or
control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, 
 then, in any such case,
(x) the Company by a Board Resolution may remove the Trustee with respect to all Securities or (y) subject to Section 814, any Holder who has been a bona fide Holder for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees. 

(e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of
Trustee for any cause (other than as contemplated in clause (y) in Subsection (d) of this Section), with respect to the Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or
Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one
Trustee with respect to the Securities of any particular series) and shall comply with the applicable requirements of Section 911. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor
Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 911, become the successor Trustee with respect to the Securities of such series and to that extent supersede
the successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 911, any
Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series. 
 (f) So long as no event which is, or after notice or lapse of time,
or both, would become, an Event of Default shall have occurred and be continuing, and except with respect to a Trustee appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities pursuant to Subsection (e) of
this Section, if the Company shall have delivered to the Trustee (i) a Board Resolution appointing a successor Trustee, effective as of a date specified therein, and (ii) an instrument of acceptance of such appointment, effective as of
such date, by such successor Trustee in accordance with Section 911, the Trustee shall be deemed to have resigned as contemplated in Subsection (b) of this Section, the successor Trustee shall be deemed to 

  
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have been appointed by the Company pursuant to Subsection (e) of this Section and such appointment shall be deemed to have been accepted as contemplated in Section 911, all as of such
date, and all other provisions of this Section and Section 911 shall be applicable to such resignation, appointment and acceptance except to the extent inconsistent with this Subsection (f). 

(g) The Company (or, should the Company fail so to act promptly, the successor trustee at the expense of the Company)
shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series by mailing written notice of such event by
first-class mail, postage prepaid, to all Holders of Securities of such series as their names and addresses appear in the Security Register. Each notice shall include the name of the successor Trustee with respect to the Securities of such series
and the address of its corporate trust office. 
 SECTION 911. Acceptance of Appointment by Successor. 

(a) In case of the appointment hereunder of a successor Trustee with respect to the Securities of all series, every such
successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and
such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee
shall, upon payment of all sums owed to it, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all
property and money held by such retiring Trustee hereunder. 
 (b) In case of the appointment hereunder of a
successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver a supplemental
indenture wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee and (3) 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 co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any
trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such 

  
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supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company
or any successor Trustee, such retiring Trustee, upon payment of all sums owed to it, shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of
that or those series to which the appointment of such successor Trustee relates. 
 (c) Upon request of any such
successor Trustee, the Company shall execute any instruments which fully vest in and confirm to such successor Trustee all such rights, powers and trusts referred to in Subsection (a) or (b) of this Section, as the case may be. 

(d) No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall
be qualified and eligible under this Article. 
 SECTION 912. Merger, Conversion, Consolidation or Succession to Business. 

Any Corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation resulting from
any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such
Corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not
delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee
had itself authenticated such Securities. 
 SECTION 913. Preferential Collection of Claims Against Company. 

If the Trustee shall be or become a creditor of the Company or any other obligor upon the Securities (other than by reason of a
relationship described in Section 311(b) of the Trust Indenture Act), the Trustee shall be subject to any and all applicable provisions of the Trust Indenture Act regarding the collection of claims against the Company or such other obligor. For
purposes of Section 311(b) of the Trust Indenture Act (a) the term “cash transaction” shall have the meaning provided in Rule 11b-4 under the Trust Indenture Act, and (b) the term “self-liquidating paper” shall
have the meaning provided in Rule 11b-6 under the Trust Indenture Act. 
 SECTION 914. Co-trustees and Separate Trustees. 

At any time or times, for the purpose of meeting the legal requirements of any applicable jurisdiction, the Company and the Trustee shall
have power to appoint, and, upon the written request of the Trustee or of the Holders of at least 33% in principal amount of the Securities then Outstanding, the Company shall for such purpose join with the Trustee in the execution and delivery of
all instruments and agreements necessary or proper to appoint, one or more Persons approved by the Trustee either to act as co-trustee, jointly with the Trustee, or to 

  
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act as separate trustee, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons, in the capacity aforesaid, any property,
title, right or power deemed necessary or desirable, subject to the other provisions of this Section. If the Company does not join in such appointment within 15 days after the receipt by it of a request so to do, or if an Event of Default shall have
occurred and be continuing, the Trustee alone shall have power to make such appointment. 
 Should any written instrument or
instruments from the Company be required by any co-trustee or separate trustee so appointed to more fully confirm to such co-trustee or separate trustee such property, title, right or power, any and all such instruments shall, on request, be
executed, acknowledged and delivered by the Company. 
 Every co-trustee or separate trustee shall, to the extent permitted by
law, but to such extent only, be appointed subject to the following conditions: 
 (a) the Securities shall be
authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be
exercised solely, by the Trustee; 
 (b) the rights, powers, duties and obligations hereby conferred or imposed
upon the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such co-trustee or separate trustee jointly, as shall be provided in
the instrument appointing such co-trustee or separate trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Trustee shall be incompetent or unqualified to perform such act, in which
event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee or separate trustee; 
 (c) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Company, may accept the resignation of or remove any co-trustee or separate trustee appointed under
this Section, and, if an Event of Default shall have occurred and be continuing, the Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of the Company. Upon the written
request of the Trustee, the Company shall join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so
resigned or removed may be appointed in the manner provided in this Section; 
 (d) no trustee, co-trustee or
separate trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and 
 (e) any Act of Holders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee. 

  
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 SECTION 915. Appointment of Authenticating Agent. 

The Trustee may appoint an Authenticating Agent or Agents with respect to the Securities of one or more series, or Tranche thereof, which
shall be authorized to act on behalf of the Trustee to authenticate Securities of such series or Tranche issued upon original issuance and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and
Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and
delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a Corporation organized and doing business under the laws of the United States, any State thereof or
the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating
Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be
deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in this Section. 
 Any Corporation into which an
Authenticating Agent may be merged or converted or with which it may be consolidated, or any Corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any Corporation succeeding to all
or substantially all the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such Corporation shall be otherwise eligible under this Section, without the execution or filing
of any paper or any further act on the part of the Trustee or the Authenticating Agent. 
 An Authenticating Agent may resign at
any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which
shall be acceptable to the Company. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as
an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. 
 The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. 

  
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 The provisions of Sections 308, 904 and 905 shall be applicable to each Authenticating
Agent. 
 If an appointment with respect to the Securities of one or more series shall be made pursuant to this Section, the
Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication substantially in the following form: 

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

Dated: 
  

			
	  

	As Trustee
		
	By:	 	 
		 	As Authenticating Agent
		
	By:	 	  

		 	Authorized Signatory
		 	


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

 SECTION 1001. Lists of Holders. 
 Semiannually, not later than June 1 and December 1 in each year, commencing June 1, 2012, and at such other times as the Trustee may request in writing, the Company shall furnish or cause
to be furnished to the Trustee information as to the names and addresses of the Holders, and the Trustee shall preserve such information and similar information received by it in any other capacity and afford to the Holders access to information so
preserved by it, all to such extent, if any, and in such manner as shall be required under the Trust Indenture Act; provided, however, that no such list need be furnished so long as the Trustee shall be the Security Registrar. 

  
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 SECTION 1002. Reports by Trustee and Company. 

Within 60 days of May 15 of each year, commencing with the year 2012 the Trustee shall transmit to the Holders, the Commission and
each securities exchange upon which any Securities are listed, a report, dated as of such date, with respect to any events and other matters described in Section 313(a) of the Trust Indenture Act, which may have occurred within the previous 12
months (but if no event has occurred within such period no report need be transmitted), in such manner and to the extent required by the Trust Indenture Act. The Trustee shall transmit to the Holders, the Commission and each securities exchange upon
which any Securities are listed, and the Company shall file with the Trustee (within 30 days after filing with the Commission in the case of reports which pursuant to the Trust Indenture Act must be filed with the Commission and furnished to the
Trustee) and transmit to the Holders, such other information, reports and other documents, if any, at such times and in such manner, as shall be required by the Trust Indenture Act. The Company shall promptly notify the Trustee in writing of the
listing of any Securities on any securities exchange and of any delisting thereof. 
 Delivery of such reports, information and
documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the
Company’s compliance with any of its covenants hereunder or set forth in any document establishing a series by specification pursuant to Section 301 (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

 ARTICLE ELEVEN 
 Consolidation, Merger, Conveyance or Other Transfer 
 SECTION 1101. Company May
Consolidate, etc., Only on Certain Terms. 
 The Company shall not consolidate with or merge into any other Person, or convey
or otherwise transfer or lease its properties and assets substantially as an entirety to any Corporation, unless 

(a) the Corporation formed by such consolidation or into which the Company is merged or the Corporation which acquires by
conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety shall be a Corporation organized and validly existing under the laws of the United States, any State thereof or the District of Columbia,
and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and premium, if any, and interest, if any, on all Outstanding
Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed; 
 (b) immediately after giving effect to such transaction no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be
continuing; and 

  
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 (c) the Company shall have delivered to the Trustee an Officer’s
Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, or other transfer or lease and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to
such transactions have been complied with. 
 Anything in this Indenture to the contrary notwithstanding, the conveyance or
other transfer, or lease, by the Company of all of its facilities (a) for the generation of electric energy, (b) for the transmission of electric energy or (c) for the distribution of electric energy, in each case considered alone, or
all of its facilities described in clauses (a) and (b), considered together, or all of its facilities described in clauses (b) and (c), considered together, shall in no event be deemed to constitute a conveyance or other transfer, or
lease, of all the properties of the Company, as or substantially as an entirety, unless, immediately following such conveyance, transfer or lease, the Company shall own no unleased properties in the other such categories of property not so conveyed
or otherwise transferred or leased. The character of particular facilities shall be determined by reference to the Uniform System of Accounts prescribed for public utilities and licensees subject to the Federal Power Act, as amended, to the extent
applicable. 
 SECTION 1102. Successor Corporation Substituted. 
 Upon any consolidation by the Company with or merger by the Company into any other Corporation or any conveyance, or other transfer or lease of the properties and assets of the Company substantially as an
entirety in accordance with Section 1101, the successor Corporation formed by such consolidation or into which the Company is merged or the Corporation to which such conveyance, transfer or lease is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Corporation had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Corporation
shall be relieved of all obligations and covenants under this Indenture and the Securities Outstanding hereunder. Without limiting the generality of the foregoing, the successor Corporation may execute and deliver to the Trustee, and thereupon the
Trustee shall, subject to the provisions of Article Three, authenticate and deliver, Securities. All Securities so executed by the successor Corporation, and authenticated and delivered by the Trustee, shall in all respects be entitled to the
benefit of this Indenture equally and ratably with all Securities executed, authenticated and delivered prior to the time such consolidation, merger, conveyance or other transfer became effective. 

SECTION 1103. Limitations. 
 For purposes of clarification and not in limitation of the provisions of Section 1101, nothing in this Indenture shall be deemed to prevent or restrict: 

(a) any consolidation or merger after the consummation of which the Company would be the surviving or resulting
Corporation, or 
 (b) any conveyance or other transfer, or lease of any part of the properties and assets of the
Company which does not constitute the entirety, or substantially the entirety, of its properties and assets, or 

  
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 (c) the approval by the Company of, or the consent by the Company to, any
consolidation or merger of any direct or indirect subsidiary or affiliate of the Company, or any conveyance, transfer or lease by any such subsidiary or affiliate of any of its properties or assets, or 

(d) any other transaction not contemplated by Section 1101. 

ARTICLE TWELVE 
 Supplemental Indentures 
 SECTION 1201. Supplemental Indentures Without Consent of
Holders. 
 Without the consent of any Holders, the Company and the Trustee, at any time and from time to time, may enter
into one or more supplemental indentures, in form satisfactory to the Trustee, for any of the following purposes: 
 (a) to evidence the succession of another Corporation to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities, all as provided in Article
Eleven; or 
 (b) to add one or more covenants of the Company or other provisions for the benefit of all Holders
or for the benefit of the Holders of, or to remain in effect only so long as there shall be Outstanding, Securities of one or more specified series, or one or more specified Tranches thereof, or to surrender any right or power herein conferred upon
the Company; or 
 (c) to add any additional Events of Default with respect to all or any series of Securities
Outstanding hereunder (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or

 (d) to change or eliminate any provision of this Indenture or to add any new provision to this Indenture;
provided, however, that if such change, elimination or addition shall adversely affect the interests of the Holders of Securities of any series or Tranche Outstanding on the date of such supplemental indenture in any material respect, such change,
elimination or addition shall become effective with respect to such series or Tranche only pursuant to the provisions of Section 1202 hereof or when no Security of such series or Tranche remains Outstanding; or 

(e) to provide collateral security for all but not part of the Securities, which may include entering into supplemental
indentures in accordance with clauses (b) and (c) of Section 605; or 
 (f) to establish the form
or terms of Securities of any series or Tranche as contemplated by Sections 201 and 301; or 

  
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 (g) to provide for the authentication and delivery of bearer securities and
coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof,
and for any and all other matters incidental thereto; or 
 (h) to evidence and provide for the acceptance of
appointment hereunder by a separate or successor Trustee or co-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 911(b); or 
 (i) to provide for the procedures required to permit the Company to utilize, at its option, a noncertificated system of registration for all, or any series or Tranche of, the Securities; or 

(j) to change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any
series of Securities, or any Tranche thereof, shall be payable, (2) all or any series of Securities, or any Tranche thereof, may be surrendered for registration of transfer, (3) all or any series of Securities, or any Tranche thereof, may
be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any series of Securities, or any Tranche thereof, and this Indenture may be served; or 

(k) to amend and restate this Indenture, as originally executed and delivered and as it may have been subsequently
amended, in its entirety, but with such additions, deletions and other changes as shall not adversely affect the interests of the Holders of the Securities of any series or Tranche in any material respect; or 

(l) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any
other provision herein, or to make any other changes to the provisions hereof or to add other provisions with respect to matters or questions arising under this Indenture, provided that such other changes or additions shall not adversely affect the
interests of the Holders of Securities of any series or Tranche in any material respect. 
 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 Company and the Trustee may, without the consent of any Holders, enter into a supplemental indenture to effect or evidence such changes or additional provisions; or 

  
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 (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 Company and the Trustee may, without the consent of any Holders, enter into a supplemental indenture to evidence such amendment hereof. 
 SECTION 1202. Supplemental Indentures With Consent of Holders. 
 With the
consent of the Holders of a majority in aggregate principal amount of the Securities of all series then Outstanding under this Indenture, considered as one class, by Act of said Holders delivered to the Company and the Trustee, the Company, when
authorized by a Board Resolution, and the Trustee may enter into a supplemental indenture or indentures for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or modifying in
any manner the rights of the Holders of Securities of such series under the Indenture; provided, however, that if there shall be Securities of more than one series Outstanding hereunder and if a proposed supplemental indenture shall directly affect
the rights of the Holders of Securities of one or more, but less than all, of such series, then the consent only of the Holders of a majority in aggregate principal amount of the Outstanding Securities of all series so directly affected, considered
as one class, shall be required; and provided, further, that if the Securities of any series shall have been issued in more than one Tranche and if the proposed supplemental indenture shall directly affect the rights of the Holders of Securities of
one or more, but less than all, of such Tranches, then the consent only of the Holders of a majority in aggregate principal amount of the Outstanding Securities of all Tranches so directly affected, considered as one class, shall be required; and
provided, further, that no such supplemental indenture shall: 
 (a) change the Stated Maturity of the principal
of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon (or the amount of any installment of interest thereon) or change the method of calculating such rate or
reduce any premium payable upon the redemption thereof, or reduce the amount of the principal of a Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 802, or change the
coin or currency (or other property), in which any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity of any Security (or, in the
case of redemption, on or after the Redemption Date), without, in any such case, the consent of the Holder of such Security, or 
 (b) reduce the percentage in principal amount of the Outstanding Securities of any series, or any Tranche thereof, the consent of the Holders of which is required for any such supplemental indenture, or
the consent of the Holders of which is required for any waiver of compliance with any provision of this Indenture or of any default hereunder 

  
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and its consequences, or reduce the requirements of Section 1304 for quorum or voting, without, in any such case, the consent of the Holders of each Outstanding Security of such series or
Tranche, or 
 (c) modify any of the provisions of this Section, Section 607 or Section 813 with
respect to the Securities of any series, or any Tranche thereof, except to increase the percentages in principal amount referred to in this Section or such other Sections or to provide that other provisions of this Indenture cannot be modified or
waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee”
and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 911(b), 914 and 1201(h). 
 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 the Holders of, or which is to remain in
effect only so long as there shall be Outstanding, Securities of one or more particular series, or one or more Tranches thereof, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other
provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or Tranche. 
 It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the
substance thereof. A waiver by a Holder of such Holder’s right to consent under this Section shall be deemed to be a consent of such Holder. 
 Anything in this Indenture to the contrary notwithstanding, if the supplemental indenture or Officer’s Certificate, as the case may be, establishing the Securities of any series or Tranche shall
provide that the Company may make certain specified additions, changes or eliminations to or from the Indenture which shall be specified in such supplemental indenture or Officer’s Certificate, (a) the Holders of Securities of such series
or Tranche shall be deemed to have consented to a supplemental indenture containing such additions, changes or eliminations to or from the Indenture which shall be specified in such supplemental indenture or Officer’s Certificate, (b) no
Act of such Holders shall be required to evidence such consent and (c) such consent may be counted in the determination of whether or not the Holders of the requisite principal amount of Securities shall have consented to such supplemental
indenture. 
 SECTION 1203. Execution of Supplemental Indentures. 

In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 901) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture, and this Indenture, as supplemented by such supplemental indenture, will be enforceable in accordance with its terms, subject to customary exceptions including exceptions with respect to laws relating to or
affecting generally 

  
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the enforcement of creditors’ rights, including, without limitation, bankruptcy and insolvency laws and to general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law). The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties, immunities or liabilities under this Indenture or
otherwise. 
 SECTION 1204. Effect of Supplemental Indentures. 
 Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all
purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. Any supplemental indenture permitted by this Article may restate this Indenture in its entirety, and, upon the execution
and delivery thereof, any such restatement shall supersede this Indenture as theretofore in effect for all purposes. 
 SECTION 1205.
Conformity With Trust Indenture Act. 
 Every supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act as then in effect. 
 SECTION 1206. Reference in Securities to Supplemental Indentures.

 Securities of any series, or any Tranche thereof, authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any
series, or any Tranche thereof, so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities of such series or Tranche. 
 SECTION 1207. Modification Without Supplemental Indenture. 

If the terms of any particular series of Securities shall have been established in or pursuant to a Board Resolution or an Officer’s
Certificate pursuant to a supplemental indenture or Board Resolution as contemplated by Section 301, or in a Company Order as contemplated by Section 303(b), and not in a supplemental indenture, additions to, changes in or the elimination
of any of such terms may be effected by means of a supplemental Board Resolution or Officer’s Certificate pursuant to a Board Resolution or a supplemental indenture or supplemental Company Order and complying with the requirements of
Section 104, as the case may be, delivered to, and accepted by, the Trustee; provided, however, that such supplemental Board Resolution, Officer’s Certificate or Company Order shall not be accepted by the Trustee or otherwise be effective
unless all conditions set forth in this Indenture which would be required to be satisfied if such additions, changes or elimination were contained in a supplemental indenture shall have been appropriately satisfied. Upon the acceptance thereof by
the Trustee, any such supplemental Board Resolution, Officer’s Certificate or Company Order shall be deemed to be a “supplemental indenture” for purposes of Section 1204 and 1206. 

  
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 ARTICLE THIRTEEN 

Meetings of Holders; Action Without Meeting 
 SECTION 1301. Purposes for Which Meetings May Be Called. 
 A meeting of
Holders of Securities of one or more, or all, series, or any Tranche or Tranches thereof, may be called at any time and from time to time pursuant to this Article to make, give or take any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be made, given or taken by Holders of Securities of such series or Tranches. 
 SECTION
1302. Call, Notice and Place of Meetings. 
 (a) The Trustee may at any time call a meeting of Holders of
Securities of one or more, or all, series, or any Tranche or Tranches thereof, for any purpose specified in Section 1301, to be held at such time and at such place in the Borough of Manhattan, The City of New York, as the Trustee shall
determine, or, with the approval of the Company, at any other place. Notice of every such meeting, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given, in the
manner provided in Section 106, not less than 21 nor more than 180 days prior to the date fixed for the meeting. 
 (b) If the Trustee shall have been requested to call a meeting of the Holders of Securities of one or more, or all, series, or any Tranche or Tranches thereof, by the Company or by the Holders of 33% in
aggregate principal amount of all of such series and Tranches, considered as one class, for any purpose specified in Section 1301, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the
Trustee shall not have given the notice of such meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided herein, then the Company or the Holders of Securities of such series and
Tranches in the amount above specified, as the case may be, may determine the time and the place in the Borough of Manhattan, The City of New York, or in such other place as shall be determined or approved by the Company, for such meeting and may
call such meeting for such purposes by giving notice thereof as provided in Subsection (a) of this Section. 

(c) Any meeting of Holders of Securities of one or more, or all, series, or any Tranche or Tranches thereof, shall be
valid without notice if the Holders of all Outstanding Securities of such series or Tranches are present in person or by proxy and if representatives of the Company and the Trustee are present, or if notice is waived in writing before or after the
meeting by the Holders of all Outstanding Securities of such series, or any Tranche or Tranches thereof, or by such of them as are not present at the meeting in person or by proxy, and by the Company and the Trustee. 

  
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 SECTION 1303. Persons Entitled to Vote at Meetings. 

To be entitled to vote at any meeting of Holders of Securities of one or more, or all, series, or any Tranche or Tranches thereof, a
Person shall be (a) a Holder of one or more Outstanding Securities of such series or Tranches, or (b) a Person appointed by an instrument in writing as proxy for a Holder or Holders of one or more Outstanding Securities of such series or
Tranches by such Holder or Holders. The only Persons who shall be entitled to attend any meeting of Holders of Securities of any series or Tranche shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the
Trustee and its counsel and any representatives of the Company and its counsel. 
 SECTION 1304. Quorum; Action. 

The Persons entitled to vote a majority in aggregate principal amount of the Outstanding Securities of the series and Tranches with
respect to which a meeting shall have been called as hereinbefore provided, considered as one class, shall constitute a quorum for a meeting of Holders of Securities of such series and Tranches; provided, however, that if any action is to be taken
at such meeting which this Indenture expressly provides may be taken by the Holders of a specified percentage, which is less than a majority, in principal amount of the Outstanding Securities of such series and Tranches, considered as one class, the
Persons entitled to vote such specified percentage in principal amount of the Outstanding Securities of such series and Tranches, considered as one class, shall constitute a quorum. In the absence of a quorum within one hour of the time appointed
for any such meeting, the meeting shall, if convened at the request of Holders of Securities of such series and Tranches, be dissolved. In any other case the meeting may be adjourned for such period as may be determined by the chairman of the
meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for such period as may be determined by the chairman of the meeting prior to the adjournment
of such adjourned meeting. Except as provided by Section 1305(e), notice of the reconvening of any meeting adjourned for more than 30 days shall be given as provided in Section 1302(a) not less than 10 days prior to the date on which the
meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage, as provided above, of the principal amount of the Outstanding Securities of such series and Tranches which shall
constitute a quorum. 
 Except as limited by Section 1202, any resolution presented to a meeting or adjourned meeting duly
reconvened at which a quorum is present as aforesaid may be adopted only by the affirmative vote of the Holders of a majority in aggregate principal amount of the Outstanding Securities of the series and Tranches with respect to which such meeting
shall have been called, considered as one class; provided, however, that, except as so limited, any resolution with respect to any action which this Indenture expressly provides may be taken by the Holders of a specified percentage, which is less
than a majority, in principal amount of the Outstanding Securities of such series and Tranches, considered as one class, may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid by the
affirmative vote of the Holders of such specified percentage in principal amount of the Outstanding Securities of such series and Tranches, considered as one class. 

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

SECTION 1305. Attendance at Meetings; Determination of Voting Rights; Conduct and Adjournment of Meetings. 

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

(b) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may
deem advisable for any meeting of Holders of Securities in regard to proof of the holding of such Securities and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities
shall be proved in the manner specified in Section 104 and the appointment of any proxy shall be proved in the manner specified in Section 104. Such regulations may provide that written instruments appointing proxies, regular on their
face, may be presumed valid and genuine without the proof specified in Section 104 or other proof. 
 (c)
The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Holders as provided in Section 1302(b), in which case the Company or the Holders of
Securities of the series and Tranches calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote
a majority in aggregate principal amount of the Outstanding Securities of all series and Tranches represented at the meeting, considered as one class. 
 (d) At any meeting each Holder or proxy shall be entitled to one vote for each $1 principal amount of Securities held or represented by him; provided, however, that no vote shall be cast or counted at any
meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security or proxy. 

(e) Any meeting duly called pursuant to Section 1302 at which a quorum is present may be adjourned from time to time
by Persons entitled to vote a majority in aggregate principal amount of the Outstanding Securities of all series and Tranches represented at the meeting, considered as one class; and the meeting may be held as so adjourned without further notice.


  
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 SECTION 1306. Counting Votes and Recording Action of Meetings. 

The vote upon any resolution submitted to any meeting of Holders shall be by written ballots on which shall be subscribed the signatures
of the Holders or of their representatives by proxy and the principal amounts and serial numbers of the Outstanding Securities, of the series and Tranches with respect to which the meeting shall have been called, held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports of all
votes cast at the meeting. A record of the proceedings of each meeting of Holders shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was given as provided in Section 1302 and, if applicable, Section 1304. Each
copy shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one such copy shall be delivered to the Company, and another to the Trustee to be preserved by the Trustee, the latter to have attached
thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated. 

SECTION 1307. Action Without Meeting. 
 In lieu of a vote of Holders at a meeting as hereinbefore contemplated in this Article, any request, demand, authorization, direction, notice, consent, waiver or other action may be made, given or taken
by Holders by written instruments as provided in Section 104. 
 ARTICLE FOURTEEN 

Immunity of Incorporators, Shareholders, Officers and Directors 
 SECTION 1401. Liability Solely Corporate. 
 No recourse shall be had for the
payment of the principal of or premium, if any, or interest, if any, on any Securities or any part thereof, or for any claim based thereon or otherwise in respect thereof, or of the indebtedness represented thereby, or upon any obligation, covenant
or agreement under this Indenture, against any incorporator, shareholder, member, limited partner, officer, manager or director, as such, past, present or future of the Company or of any predecessor or successor of the Company (either directly or
through the Company or a predecessor or successor of the Company), whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and understood
that this Indenture and all the Securities are solely corporate obligations, and that no personal liability whatsoever shall attach to, or be incurred by, any incorporator, shareholder, member, limited partner, officer, manager or director, past,
present or future, of the Company or of any predecessor or successor of the Company, either directly or indirectly through the Company or any predecessor or successor of the Company, because of the indebtedness hereby authorized or under or by
reason of any of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or to be implied herefrom or therefrom, and that any such personal liability is hereby expressly waived and released as a condition of,
and as part of the consideration for, the execution of this Indenture and the issuance of the Securities. 

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

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all
as of the day and year first above written. 
  

			
	 TUCSON ELECTRIC POWER COMPANY

		
	By:	 	 /s/ Kentton C. Grant

		 	Name: Kentton C. Grant
		 	Title: Vice President and Treasurer
	
	 U.S. BANK NATIONAL ASSOCIATION,

		 	Trustee
		
	By:	 	 /s/ Patrick J. Crowley

		 	Name: Patrick J. Crowley
		 	Title: Vice President



  
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