Exhibit 4.1


 


INDENTURE


 


by and between


 


WEPCO ENVIRONMENTAL TRUST FINANCE I,
LLC,


 


Issuer


 


and


 


U.S. BANK, NATIONAL ASSOCIATION,


 


Indenture Trustee and Securities Intermediary


 


Dated as of [•], 2021


 






     


     


    

 


TABLE OF CONTENTS


 


Page


 


	ARTICLE I                  DEFINITIONS AND RULES OF CONSTRUCTION; INCORPORATION BY REFERENCE	2
	Section 1.01.   Definitions and Rules of Construction	2
	Section 1.02.   Incorporation by Reference of Trust Indenture Act	2
	ARTICLE II                THE ENVIRONMENTAL TRUST BONDS	2
	Section 2.01.   Form	2
	Section 2.02.   Denominations:  Environmental Trust Bonds Issuable in Series	3
	Section 2.03.   Execution, Authentication and Delivery	4
	Section 2.04.   Temporary Environmental Trust Bonds	5
	Section 2.05.   Registration; Registration of Transfer and Exchange of Environmental Trust Bonds	5
	Section 2.06.   Mutilated, Destroyed, Lost or Stolen Environmental Trust Bonds	6
	Section 2.07.   Persons Deemed Owner	7
	Section 2.08.   Payment of Principal, Premium, if any, and Interest; Interest on Overdue Principal; Principal,
Premium, if any, and Interest Rights Preserved	7
	Section 2.09.   Cancellation	9
	Section 2.10.   Outstanding Amount; Authentication and Delivery of Environmental Trust Bonds	9
	Section 2.11.   Book-Entry Environmental Trust Bonds	12
	Section 2.12.   Notices to Clearing Agency	13
	Section 2.13.   Definitive Environmental Trust Bonds	13
	Section 2.14.   CUSIP Number	14
	Section 2.15.   Letter of Representations	14
	Section 2.16.   Tax Treatment	14
	Section 2.17.   State Pledge	14
	Section 2.18.   Security Interests	15
	ARTICLE III               COVENANTS	16
	Section 3.01.   Payment of Principal, Premium, if any, and Interest	16
	Section 3.02.   Maintenance of Office or Agency	17
	Section 3.03.   Money for Payments To Be Held in Trust	17
	Section 3.04.   Existence	18
	Section 3.05.   Protection of Environmental Trust Bond Collateral	18
	Section 3.06.   Opinions as to Environmental Trust Bond Collateral	19
	Section 3.07.   Performance of Obligations; Servicing; SEC Filings	20
	Section 3.08.   Certain Negative Covenants	22
	Section 3.09.   Annual Statement as to Compliance	23
	Section 3.10.   Issuer May Consolidate, etc., Only on Certain Terms	24
	Section 3.11.   Successor or Transferee	26
	Section 3.12.   No Other Business	26



 






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	Section 3.13.   No Borrowing	26
	Section 3.14.   Servicer’s Obligations	26
	Section 3.15.   Guarantees, Loans, Advances and Other Liabilities	27
	Section 3.16.   Capital Expenditures	27
	Section 3.17.   Restricted Payments	27
	Section 3.18.   Notice of Events of Default	27
	Section 3.19.   Further Instruments and Acts	27
	Section 3.20.   Inspection	27
	Section 3.21.   Sale Agreement, Servicing Agreement and Administration Agreement Covenants	28
	Section 3.22.   Taxes	30
	Section 3.23.   Notices from Holders	30
	Section 3.24.   Volcker Rule	30
	ARTICLE IV               SATISFACTION AND DISCHARGE; DEFEASANCE	31
	Section 4.01.   Satisfaction and Discharge of Indenture; Defeasance	31
	Section 4.02.   Conditions to Defeasance	32
	Section 4.03.   Application of Trust Money	34
	Section 4.04.   Repayment of Moneys Held by Paying Agent	34
	ARTICLE V                 REMEDIES	34
	Section 5.01.   Events of Default	34
	Section 5.02.   Acceleration of Maturity; Rescission and Annulment	36
	Section 5.03.   Collection of Indebtedness and Suits for Enforcement by Indenture Trustee	37
	Section 5.04.   Remedies; Priorities	38
	Section 5.05.   Optional Preservation of the Collateral	40
	Section 5.06.   Limitation of Suits	40
	Section 5.07.   Unconditional Rights of Holders To Receive Principal, Premium, if any, and Interest	41
	Section 5.08.   Restoration of Rights and Remedies	41
	Section 5.09.   Rights and Remedies Cumulative	41
	Section 5.10.   Delay or Omission Not a Waiver	41
	Section 5.11.   Control by Holders	42
	Section 5.12.   Waiver of Past Defaults	42
	Section 5.13.   Undertaking for Costs	43
	Section 5.14.   Waiver of Stay or Extension Laws	43
	Section 5.15.   Action on Environmental Trust Bonds	43
	ARTICLE VI               THE INDENTURE TRUSTEE	43
	Section 6.01.   Duties of Indenture Trustee	43
	Section 6.02.   Rights of Indenture Trustee	46
	Section 6.03.   Individual Rights of Indenture Trustee	47



 






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	Section 6.04.   Indenture Trustee’s Disclaimer	47
	Section 6.05.   Notice of Defaults	47
	Section 6.06.   Reports by Indenture Trustee to Holders	48
	Section 6.07.   Compensation and Indemnity	49
	Section 6.08.   Replacement of Indenture Trustee and Securities Intermediary	50
	Section 6.09.   Successor Indenture Trustee by Merger	52
	Section 6.10.   Appointment of Co-Trustee or Separate Trustee	52
	Section 6.11.   Eligibility; Disqualification	53
	Section 6.12.   Preferential Collection of Claims Against Issuer	53
	Section 6.13.   Representations and Warranties of Indenture Trustee	54
	Section 6.14.   Annual Report by Independent Registered Public Accountants	54
	Section 6.15.   Custody of Environmental Trust Bond Collateral	54
	ARTICLE VII              HOLDERS’ LISTS AND REPORTS	55
	Section 7.01.   Issuer to Furnish Indenture Trustee Names and Addresses of Holders	55
	Section 7.02.   Preservation of Information; Communications to Holders	55
	Section 7.03.   Reports by Issuer	56
	Section 7.04.   Reports by Indenture Trustee	56
	ARTICLE VIII             ACCOUNTS, DISBURSEMENTS AND RELEASES	57
	Section 8.01.   Collection of Money	57
	Section 8.02.   Collection Account.	57
	Section 8.03.   General Provisions Regarding the Collection Account	60
	Section 8.04.   Release of Environmental Trust Bond Collateral	61
	Section 8.05.   Opinion of Counsel	61
	Section 8.06.   Reports by Independent Registered Public Accountants	62
	ARTICLE IX               SUPPLEMENTAL INDENTURES	62
	Section 9.01.   Supplemental Indentures Without Consent of Holders	62
	Section 9.02.   Supplemental Indentures with Consent of Holders	64
	Section 9.03.   Execution of Supplemental Indentures	66
	Section 9.04.   Effect of Supplemental Indenture	66
	Section 9.05.   Conformity with Trust Indenture Act	66
	Section 9.06.   Reference in Environmental Trust Bonds to Supplemental Indentures	66
	ARTICLE X                 MISCELLANEOUS	66
	Section 10.01.   Compliance Certificates and Opinions, etc.	66
	Section 10.02.   Form of Documents Delivered to Indenture Trustee	68
	Section 10.03.   Acts of Holders	69
	Section 10.04.   Notices, etc., to Indenture Trustee, Issuer and Rating Agencies	69
	Section 10.05.   Notices to Holders; Waiver	70
	Section 10.06.   Rule 17g-5 Compliance	71



 






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	Section 10.07.   Conflict with Trust Indenture Act	71
	Section 10.08.   Effect of Headings and Table of Contents	71
	Section 10.09.   Successors and Assigns	71
	Section 10.10.   Severability	71
	Section 10.11.   Benefits of Indenture	71
	Section 10.12.   Legal Holidays	71
	Section 10.13.   GOVERNING LAW	72
	Section 10.14.   Counterparts	72
	Section 10.15.   Recording of Indenture	72
	Section 10.16.   No Recourse to Issuer	72
	Section 10.17.   Basic Documents	73
	Section 10.18.   No Petition	73
	Section 10.19.   Securities Intermediary	73


 


EXHIBITS


 


	Exhibit A	Form of Environmental Trust Bonds
	Exhibit B	Form of Series Supplement
	Exhibit C	Servicing Criteria to be Addressed by Indenture Trustee in Assessment of Compliance
	Exhibit D	Form of Intercreditor Agreement




 


APPENDIX


 


	Appendix A	Definitions and Rules of Construction




 






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TRUST INDENTURE ACT CROSS REFERENCE
TABLE


 


	TRUST INDENTURE ACT

SECTION	 	INDENTURE SECTION
	310	(a)(1)	 	 	6.11
	 	(a)(2)	 	 	6.11
	 	(a)(3)	 	 	6.10(b)(i)
	 	(a)(4)	 	 	Not applicable
	 	(a)(5)	 	 	6.11
	 	(b)	 	 	6.11
	311	(a)	 	 	6.12
	 	(b)	 	 	6.12
	312	(a)	 	 	7.01 and 7.02
	 	(b)	 	 	7.02(b)
	 	(c)	 	 	7.02(c)
	313	(a)	 	 	7.04
	 	(b)(1)	 	 	7.04
	 	(b)(2)	 	 	7.04
	 	(c)	 	 	7.03(a) and 7.04
	 	(d)	 	 	Not applicable
	314	(a)	 	 	3.09, 4.01 and 7.03(a)
	 	(b)	 	 	3.06 and 4.01
	 	(c)(1)	 	 	2.10, 4.01, 8.04(b) and 10.01(a)
	 	(c)(2)	 	 	2.10, 4.01, 8.04(b) and 10.01(a)
	 	(c)(3)	 	 	2.10, 4.01, 4.02 and 10.01(a)
	 	(d)	 	 	2.10, 8.04(b) and 10.01
	 	(e)	 	 	10.01(a)
	 	(f)	 	 	10.01(a)


 






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	TRUST INDENTURE ACT

SECTION	 	INDENTURE SECTION
	315	(a)	 	 	6.01(b)(i) and 6.01(b)(ii)
	 	(b)	 	 	6.05
	 	(c)	 	 	6.01(a)
	 	(d)	 	 	6.01(c)(i), 6.01(c)(ii) and 6.01(c)(iii)
	 	(e)	 	 	5.13
	316	(a) (last sentence)	 	 	Appendix A — definition of “Outstanding”
	 	(a)(1)(A)	 	 	5.11
	 	(a)(1)(B)	 	 	5.12
	 	(a)(2)	 	 	Not applicable
	 	(b)	 	 	5.07
	 	(c)	 	 	Appendix A — definition of “Record Date”
	317	(a)(1)	 	 	5.03(a)
	 	(a)(2)	 	 	5.03(c)(iv)
	 	(b)	 	 	3.03
	318	(a)	 	 	10.07
	 	(b)	 	 	10.07
	 	(c)	 	 	10.07


 


THIS CROSS REFERENCE TABLE SHALL NOT, FOR ANY PURPOSE, BE DEEMED
TO BE PART OF THIS INDENTURE.


 






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This
INDENTURE, dated as of [•], 2021, is by and between WEPCO ENVIRONMENTAL TRUST FINANCE I, LLC, a Delaware limited liability
company (the “Issuer”), and U.S. BANK, NATIONAL ASSOCIATION, in its capacity as indenture trustee (the “Indenture
Trustee”) for the benefit of the Secured Parties (as defined herein) and in its separate capacity as a securities intermediary
and account bank (the “Securities Intermediary”).


 


In consideration of the mutual agreements
herein contained, each party hereto agrees as follows for the benefit of the other party hereto and each of the Holders:


 


RECITALS
OF THE ISSUER


 


The Issuer has duly authorized the execution
and delivery of this Indenture and the creation and issuance of the Environmental Trust Bonds issuable hereunder, which will be
of substantially the tenor set forth herein and in the Series Supplement.


 


The Environmental Trust Bonds shall be non-recourse
obligations and shall be secured by and payable solely out of the proceeds of the Environmental Control Property and the other
Environmental Trust Bond Collateral. If and to the extent that such proceeds of the Environmental Control Property and the other
Environmental Trust Bond Collateral are insufficient to pay all amounts owing with respect to the Environmental Trust Bonds, then,
except as otherwise expressly provided hereunder, the Holders shall have no Claim in respect of such insufficiency against the
Issuer or the Indenture Trustee, and the Holders, by their acceptance of the Environmental Trust Bonds, waive any such Claim.


 


All things necessary to (a) make the Environmental
Trust Bonds, when executed by the Issuer and authenticated and delivered by the Indenture Trustee hereunder and duly issued by
the Issuer, valid obligations, and (b) make this Indenture a valid agreement of the Issuer, in each case, in accordance with their
respective terms, have been done.


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


That the Issuer, in consideration of the premises
herein contained and of the purchase of the Environmental Trust Bonds by the Holders and of other good and lawful consideration,
the receipt and sufficiency of which are hereby acknowledged, and to secure, equally and ratably without prejudice, priority or
distinction, except as specifically otherwise set forth in this Indenture, the payment of the Environmental Trust Bonds, the payment
of all other amounts due under or in connection with this Indenture (including, without limitation, all fees, expenses, counsel
fees and other amounts due and owing to the Indenture Trustee) and the performance and observance of all of the covenants and conditions
contained herein or in the Environmental Trust Bonds, has hereby executed and delivered this Indenture and by these presents does
hereby and under the Series Supplement will convey, grant, assign, transfer and pledge, in each case, in and unto the Indenture
Trustee, its successors and assigns forever, for the benefit of the Secured Parties, all and singular the property described in
the Series Supplement (such property hereinafter referred to as the “Environmental Trust Bond Collateral”).
The Series Supplement will more particularly describe the obligations of the Issuer secured by the Environmental Trust Bond Collateral.


 






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AND IT IS HEREBY COVENANTED, DECLARED AND
AGREED between the parties hereto that all Environmental Trust Bonds are to be issued, countersigned and delivered and that all
of the Environmental Trust Bond Collateral is to be held and applied, subject to the further covenants, conditions, releases, uses
and trusts hereinafter set forth, and the Issuer, for itself and any successor, does hereby covenant and agree to and with the
Indenture Trustee and its successors in said trust, for the benefit of the Secured Parties, as follows:


 


ARTICLE
I



DEFINITIONS AND RULES OF CONSTRUCTION; INCORPORATION BY REFERENCE


 


Section 1.01.     
Definitions and Rules of Construction. Except as otherwise specified herein or as the context may otherwise require,
the capitalized terms used herein shall have the respective meanings set forth in Appendix A attached hereto and made a
part hereof for all purposes of this Indenture. Not all terms defined in Appendix A are used in this Indenture. The rules
of construction set forth in Appendix A shall apply to this Indenture and are hereby incorporated by reference into this
Indenture as if set forth fully in this Indenture.


 


Section 1.02.     
Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the Trust Indenture
Act, that provision is incorporated by reference in and made a part of this Indenture. The following Trust Indenture Act terms
used in this Indenture have the following meanings:


 


“indenture securities” means the
Environmental Trust Bonds.


 


“indenture security holder” means
a Holder.


 


“indenture to be qualified” means
this Indenture.


 


“indenture trustee” or “institutional
trustee” means the Indenture Trustee.


 


“obligor” on the indenture securities
means the Issuer and any other obligor on the indenture securities.


 


All other Trust Indenture Act terms used in
this Indenture that are defined by the Trust Indenture Act, defined by Trust Indenture Act reference to another statute or defined
by SEC rule have the meanings assigned to them by such definitions.


 


ARTICLE
II



THE ENVIRONMENTAL TRUST BONDS


 


Section 2.01.      Form.
The Environmental Trust Bonds and the Indenture Trustee’s certificate of authentication shall be in substantially the
forms set forth in Exhibit A, with such appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture or by the Series Supplement and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the officers
executing the Environmental Trust Bonds, as evidenced by their execution of the Environmental Trust Bonds. Any portion of the
text of any Environmental Trust Bond may be set forth on the reverse thereof, with an appropriate reference thereto on the
face of the Environmental Trust Bond.


 






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The Environmental Trust Bonds shall be typewritten,
printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all
as determined by the officers executing the Environmental Trust Bonds, as evidenced by their execution of the Environmental Trust
Bonds.


 


Each Environmental Trust Bond shall be dated
the date of its authentication. The terms of the Environmental Trust Bonds set forth in Exhibit A are part of the terms
of this Indenture.


 


Section 2.02.     
Denominations: Environmental Trust Bonds Issuable in Series. The Environmental Trust Bonds shall be issuable in the
Minimum Denomination specified in the Series Supplement and, except as otherwise provided in the Series Supplement, in integral
multiples of $1,000 in excess thereof.


 


The Environmental Trust Bonds may, at the
election of and as authorized by a Responsible Officer of the Issuer, be issued in one or more Tranches, and shall be designated
generally as the “Environmental Trust Bonds, Series 2021” of the Issuer, with such further particular designations
added or incorporated in such title for the Environmental Trust Bonds of any particular Tranche as a Responsible Officer of the
Issuer may determine. Each Environmental Trust Bond shall bear upon its face the designation so selected for the Tranche to which
it belongs. All Environmental Trust Bonds shall be identical in all respects except for the denominations thereof, the Holder thereof,
the numbering thereon and the legends thereon, unless the Environmental Trust Bonds are comprised of one or more Tranches, in which
case all of the Environmental Trust Bonds of the same Tranche shall be identical in all respects except for the denominations thereof,
the Holder thereof, the numbering thereon, the legends thereon and the CUSIP number thereon. All Environmental Trust Bonds of a
particular Tranche shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority or
distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions
of this Indenture.


 


The Environmental Trust Bonds shall be created
by the Series Supplement authorized by a Responsible Officer of the Issuer, which shall specify and establish the terms and provisions
thereof. The several Tranches thereof may differ as between Tranches, in respect of any of the following matters:


 


(a)              
designation of the Tranches thereof;


 


(b)              
the principal amount;


 


(c)              
the Environmental Trust Bond Interest Rate;


 


(d)              
the Payment Dates;


 


(e)              
the Scheduled Payment Dates;


 






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(f)               
 the Scheduled Final Payment Date;


 


(g)              
the Final Maturity Date;


 


(h)              
the place or places for the payment of interest, principal and premium, if any;


 


(i)               
the Minimum Denominations;


 


(j)               
the Expected Amortization Schedule;


 


(k)              
the provisions with respect to the definitions set forth in Appendix A hereto;


 


(l)               
whether or not the Environmental Trust Bonds are to be Book-Entry Environmental Trust Bonds and the extent to which Section
2.11 should apply; and


 


(m)              any
other provisions expressing or referring to the terms and conditions upon which the Environmental Trust Bonds of any Tranche are
to be issued under this Indenture that are not in conflict with the provisions of this Indenture and as to which the Rating Agency
Condition is satisfied.


 


Section 2.03.     
Execution, Authentication and Delivery. The Environmental Trust Bonds shall be executed on behalf of the Issuer by
any of its Responsible Officers. The signature of any such Responsible Officer on the Environmental Trust Bonds may be manual or
facsimile.


 


Environmental Trust Bonds bearing the manual
or facsimile signature of individuals who were at the time of such execution Responsible Officers of the Issuer shall bind the
Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery
of the Environmental Trust Bonds or did not hold such offices at the date of the Environmental Trust Bonds.


 


At any time and from time to time after the
execution and delivery of this Indenture, the Issuer may deliver Environmental Trust Bonds executed by the Issuer to the Indenture
Trustee pursuant to an Issuer Order for authentication; and the Indenture Trustee shall authenticate and deliver the Environmental
Trust Bonds as in this Indenture provided and not otherwise.


 


No Environmental Trust Bond shall be entitled
to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Environmental Trust
Bond a certificate of authentication substantially in the form provided for therein executed by the Indenture Trustee by the manual
signature of one of its authorized signatories, and such certificate upon any Environmental Trust Bond shall be conclusive evidence,
and the only evidence, that such Environmental Trust Bond has been duly authenticated and delivered hereunder.


 






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Section 2.04.      Temporary
Environmental Trust Bonds. Pending the preparation of Definitive Environmental Trust Bonds pursuant to Section
2.13, the Issuer may execute, and upon receipt of an Issuer Order the Indenture Trustee shall authenticate and deliver,
Temporary Environmental Trust Bonds which are printed, lithographed, typewritten, mimeographed or otherwise produced, of the
tenor of the Definitive Environmental Trust Bonds in lieu of which they are issued and with such variations not inconsistent
with the terms of this Indenture as the officers executing the Environmental Trust Bonds may determine, as evidenced by their
execution of the Environmental Trust Bonds.


 


If Temporary Environmental Trust Bonds are
issued, the Issuer will cause Definitive Environmental Trust Bonds to be prepared without unreasonable delay. After the preparation
of Definitive Environmental Trust Bonds, the Temporary Environmental Trust Bonds shall be exchangeable for Definitive Environmental
Trust Bonds upon surrender of the Temporary Environmental Trust Bonds at the office or agency of the Issuer to be maintained as
provided in Section 3.02, without charge to the Holder. Upon surrender for cancellation of any one or more Temporary Environmental
Trust Bonds, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver in exchange therefor a like principal
amount of Definitive Environmental Trust Bonds of minimum denominations. Until so delivered in exchange, the Temporary Environmental
Trust Bonds shall in all respects be entitled to the same benefits under this Indenture as Definitive Environmental Trust Bonds.


 


Section 2.05.     
Registration; Registration of Transfer and Exchange of Environmental Trust Bonds. The Issuer shall cause to be kept
a register (the “Environmental Trust Bond Register”) in which, subject to such reasonable regulations as it
may prescribe, the Issuer shall provide for the registration of Environmental Trust Bonds and the registration of transfers of
Environmental Trust Bonds. The Indenture Trustee shall be “Environmental Trust Bond Registrar” for the purpose
of registering the Environmental Trust Bonds and transfers of Environmental Trust Bonds as herein provided. Upon any resignation
of any Environmental Trust Bond Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment,
assume the duties of Environmental Trust Bond Registrar.


 


If a Person other than the Indenture Trustee
is appointed by the Issuer as Environmental Trust Bond Registrar, the Issuer will give the Indenture Trustee prompt written notice
of the appointment of such Environmental Trust Bond Registrar and of the location, and any change in the location, of the Environmental
Trust Bond Register, and the Indenture Trustee shall have the right to inspect the Environmental Trust Bond Register at all reasonable
times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely conclusively upon a certificate executed
on behalf of the Environmental Trust Bond Registrar by a Responsible Officer thereof as to the names and addresses of the Holders
and the principal amounts and number of the Environmental Trust Bonds (separately stated by Tranche).


 


Upon surrender for registration of transfer
of any Environmental Trust Bond at the office or agency of the Issuer to be maintained as provided in Section 3.02, provided
that the requirements of Section 8-401 of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate
and the Holder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new
Environmental Trust Bonds in any Minimum Denominations, of the same Tranche and aggregate principal amount.


 






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At the option of the Holder, Environmental
Trust Bonds may be exchanged for other Environmental Trust Bonds in any Minimum Denominations, of the same Tranche and aggregate
principal amount, upon surrender of the Environmental Trust Bonds to be exchanged at such office or agency as provided in Section
3.02. Whenever any Environmental Trust Bonds are so surrendered for exchange, the Issuer shall, provided that the requirements
of Section 8-401 of the UCC are met, execute, and, upon any such execution, the Indenture Trustee shall authenticate and the Holder
shall obtain from the Indenture Trustee, the Environmental Trust Bonds which the Holder making the exchange is entitled to receive.


 


All Environmental Trust Bonds issued upon
any registration of transfer or exchange of other Environmental Trust Bonds shall be the valid obligations of the Issuer, evidencing
the same debt, and entitled to the same benefits under this Indenture, as the Environmental Trust Bonds surrendered upon such registration
of transfer or exchange.


 


Every Environmental Trust Bond presented or
surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by: (a) a written instrument
of transfer in form satisfactory to the Indenture Trustee duly executed by the Holder thereof or such Holder’s attorney duly
authorized in writing, with such signature guaranteed by an institution which is a member of: (i) The Securities Transfer Agent
Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MSP); (iii) The Stock Exchange Medallion Program
(SEMP); or (iv) such other signature guaranty program acceptable to the Indenture Trustee; and (b) such other documents as the
Indenture Trustee may require.


 


No service charge shall be made to a Holder
for any registration of transfer or exchange of Environmental Trust Bonds, but the Issuer or the Indenture Trustee may require
payment of a sum sufficient to cover any tax or other governmental charge or any fees or expenses of the Indenture Trustee that
may be imposed in connection with any registration of transfer or exchange of Environmental Trust Bonds, other than exchanges pursuant
to Section 2.04 or Section 2.06 not involving any transfer.


 


The preceding provisions of this Section
2.05 notwithstanding, the Issuer shall not be required to make, and the Environmental Trust Bond Registrar need not register,
transfers or exchanges of any Environmental Trust Bond that has been submitted within fifteen (15) days preceding the due date
for any payment with respect to such Environmental Trust Bond until after such due date has occurred.


 


Section 2.06.      Mutilated,
Destroyed, Lost or Stolen Environmental Trust Bonds. If (a) any mutilated Environmental Trust Bond is surrendered to the
Indenture Trustee or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any
Environmental Trust Bond and (b) there is delivered to the Indenture Trustee such security or indemnity as may be required by
it to hold the Issuer and the Indenture Trustee harmless, then, in the absence of notice to the Issuer, the Environmental
Trust Bond Registrar or the Indenture Trustee that such Environmental Trust Bond has been acquired by a Protected Purchaser,
the Issuer shall, provided that the requirements of Section 8-401 of the UCC are met, execute, and, upon the Issuer’s
written request, the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Environmental Trust Bond, a replacement Environmental Trust Bond of like Tranche and principal
amount, bearing a number not contemporaneously outstanding; provided, however, that, if any such destroyed,
lost or stolen Environmental Trust Bond, but not a mutilated Environmental Trust Bond, shall have become or within seven (7)
days shall be due and payable, instead of issuing a replacement Environmental Trust Bond, the Issuer may pay such destroyed,
lost or stolen Environmental Trust Bond when so due or payable without surrender thereof. If, after the delivery of such
replacement Environmental Trust Bond or payment of a destroyed, lost or stolen Environmental Trust Bond pursuant to the
proviso to the preceding sentence, a Protected Purchaser of the original Environmental Trust Bond in lieu of which such
replacement Environmental Trust Bond was issued presents for payment such original Environmental Trust Bond, the Issuer and
the Indenture Trustee shall be entitled to recover such replacement Environmental Trust Bond (or such payment) from the
Person to whom it was delivered or any Person taking such replacement Environmental Trust Bond from such Person to whom such
replacement Environmental Trust Bond was delivered or any assignee of such Person, except a Protected Purchaser, and shall be
entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense
incurred by the Issuer or the Indenture Trustee in connection therewith.


 






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Upon the issuance of any replacement Environmental
Trust Bond under this Section 2.06, the Issuer and/or the Indenture Trustee may require the payment by the Holder of such
Environmental Trust Bond 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 Indenture Trustee and the Environmental Trust Bond Registrar)
in connection therewith.


 


Every replacement Environmental Trust Bond
issued pursuant to this Section 2.06 in replacement of any mutilated, destroyed, lost or stolen Environmental Trust Bond
shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or
stolen Environmental Trust Bond shall be found at any time or enforced by any Person, and shall be entitled to all the benefits
of this Indenture equally and proportionately with any and all other Environmental Trust Bonds duly issued hereunder.


 


The provisions of this Section 2.06
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 Environmental Trust Bonds.


 


Section 2.07.     
Persons Deemed Owner. Prior to due presentment for registration of transfer of any Environmental Trust Bond, the
Issuer, the Indenture Trustee, the Environmental Trust Bond Registrar and any agent of the Issuer or the Indenture Trustee may
treat the Person in whose name any Environmental Trust Bond is registered (as of the day of determination) as the owner of such
Environmental Trust Bond for the purpose of receiving payments of principal of and premium, if any, and interest on such Environmental
Trust Bond and for all other purposes whatsoever, whether or not such Environmental Trust Bond be overdue, and none of the Issuer,
the Indenture Trustee or any agent of the Issuer or the Indenture Trustee shall be affected by notice to the contrary.


 






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Section 2.08.     
Payment of Principal, Premium, if any, and Interest; Interest on Overdue Principal; Principal, Premium, if any, and Interest
Rights Preserved.


 


(a)              
 The Environmental Trust Bonds shall accrue interest as provided in the Series Supplement at the applicable Environmental
Trust Bond Interest Rate, and such interest shall be payable on each applicable Payment Date. Any installment of interest, principal
or premium, if any, payable on any Environmental Trust Bond which is punctually paid or duly provided for on the applicable Payment
Date shall be paid to the Person in whose name such Environmental Trust Bond (or one or more Predecessor Environmental Trust Bonds)
is registered on the Record Date for the applicable Payment Date by check mailed first-class, postage prepaid, to the Person whose
name appears as the Registered Holder (or by wire transfer to an account maintained by such Holder) in accordance with payment
instructions delivered to the Indenture Trustee by such Holder, and, with respect to Book-Entry Environmental Trust Bonds, payments
will be made by wire transfer in immediately available funds to the account designated by the Holder of the applicable Global Environmental
Trust Bond unless and until such Global Environmental Trust Bond is exchanged for Definitive Environmental Trust Bonds (in which
event payments shall be made as provided above) and except for the final installment of principal and premium, if any, payable
with respect to such Environmental Trust Bond on a Payment Date, which shall be payable as provided below.


 


(b)              
The principal of each Environmental Trust Bond of each Tranche shall be paid, to the extent funds are available therefor
in the Collection Account, in installments on each Payment Date as specified in the Series Supplement; provided, that installments
of principal not paid when scheduled to be paid in accordance with the Expected Amortization Schedule shall be paid upon receipt
of money available for such purpose, in the order set forth in Section 8.02(e). Failure to pay principal in accordance with
such Expected Amortization Schedule because moneys are not available pursuant to Section 8.02 to make such payments shall
not constitute a Default or Event of Default under this Indenture; provided, however, that failure to pay the entire
unpaid principal amount of the Environmental Trust Bonds of a Tranche upon the Final Maturity Date for the Environmental Trust
Bonds of such Tranche shall constitute an Event of Default under this Indenture as set forth in Section 5.01. Notwithstanding
the foregoing, the entire unpaid principal amount of the Environmental Trust Bonds shall be due and payable, if not previously
paid, on the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or the Holders of
the Environmental Trust Bonds representing not less than a majority of the Outstanding Amount of the Environmental Trust Bonds
have declared the Environmental Trust Bonds to be immediately due and payable in the manner provided in Section 5.02. All
payments of principal and premium, if any, on the Environmental Trust Bonds shall be made pro rata to the Holders entitled thereto
unless otherwise provided in the Series Supplement. The Indenture Trustee shall notify the Person in whose name an Environmental
Trust Bond is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects that
the final installment of principal of and premium, if any, and interest on such Environmental Trust Bond will be paid. Such notice
shall be mailed no later than five (5) days prior to such final Payment Date and shall specify that such final installment will
be payable only upon presentation and surrender of such Environmental Trust Bond and shall specify the place where such Environmental
Trust Bond may be presented and surrendered for payment of such installment.


 


(c)               If
interest on the Environmental Trust Bonds is not paid when due, such defaulted interest shall be paid (plus interest on such
defaulted interest at the applicable Environmental Trust Bond Interest Rate to the extent lawful) to the Persons who are
Holders on a subsequent Special Record Date, which date shall be at least fifteen (15) Business Days prior to the Special
Payment Date. The Issuer shall fix or cause to be fixed any such Special Record Date and Special Payment Date, and, at least
ten (10) days before any such Special Record Date, the Issuer shall mail to each affected Holder a notice that states the
Special Record Date, the Special Payment Date and the amount of defaulted interest (plus interest on such defaulted interest)
to be paid.


 






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Section 2.09.     
Cancellation. All Environmental Trust Bonds surrendered for payment, registration of transfer or exchange shall,
if surrendered to any Person other than the Indenture Trustee, be delivered to the Indenture Trustee and shall be promptly canceled
by the Indenture Trustee. The Issuer may at any time deliver to the Indenture Trustee for cancellation any Environmental Trust
Bonds previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all Environmental
Trust Bonds so delivered shall be promptly canceled by the Indenture Trustee. No Environmental Trust Bonds shall be authenticated
in lieu of or in exchange for any Environmental Trust Bonds canceled as provided in this Section 2.09, except as expressly
permitted by this Indenture. All canceled Environmental Trust Bonds may be held or disposed of by the Indenture Trustee in accordance
with its standard retention or disposal policy as in effect at the time.


 


Section 2.10.     
Outstanding Amount; Authentication and Delivery of Environmental Trust Bonds. The aggregate Outstanding Amount of
Environmental Trust Bonds that may be authenticated and delivered under this Indenture shall not exceed the aggregate of the amount
of Environmental Trust Bonds that are authorized in the Financing Order, but otherwise shall be unlimited.


 


Environmental Trust Bonds created and established
by the Series Supplement may at any time be executed by the Issuer and delivered to the Indenture Trustee for authentication and
thereupon the same shall be authenticated and delivered by the Indenture Trustee upon Issuer Request and upon delivery by the Issuer
to the Indenture Trustee, and receipt by the Indenture Trustee, or the causing to occur by the Issuer, of the following; provided,
however, that compliance with such conditions and delivery of such documents shall only be required in connection with the original
issuance of the Environmental Trust Bonds:


 


(a)              
Issuer Action. An Issuer Order authorizing and directing the authentication and delivery of the Environmental Trust
Bonds by the Indenture Trustee and specifying the principal amount of Environmental Trust Bonds to be authenticated.


 


(b)              
Authorizations. Copies of (i) the Financing Order, which shall be in full force and effect and be Final, (ii) certified
resolutions of the Managers or Member of the Issuer authorizing the execution and delivery of the Series Supplement and the execution,
authentication and delivery of the Environmental Trust Bonds and (iii) the Series Supplement duly executed by the Issuer.


 


(c)               Opinions.
An opinion or opinions, portions of which may be delivered by one or more counsel for the Issuer, portions of which may be
delivered by one or more counsel for the Servicer, and portions of which may be delivered by one or more counsel for the
Seller, dated the Closing Date, in each case subject to the customary exceptions, qualifications and assumptions contained
therein, to the collective effect, that (i) all conditions precedent provided for in this Indenture relating to (A) the
authentication and delivery of the Issuer’s Environmental Trust Bonds and (B) the execution of the Series Supplement to
this Indenture dated as of the date of this Indenture have been complied with, and (ii) the execution of the Series
Supplement to this Indenture dated as of the date of this Indenture is permitted by this Indenture, together with the other
Opinions of Counsel described in Sections [__] through [__] of the Underwriting Agreement relating to the
Issuer’s Environmental Trust Bonds.


 






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(d)              
Authorizing Certificate. An Officer’s Certificate, dated the Closing Date, of the Issuer certifying that (i)
the Issuer has duly authorized the execution and delivery of this Indenture and the Series Supplement and the execution and delivery
of the Environmental Trust Bonds and (ii) the Series Supplement is in the form attached thereto and complies with the requirements
of Section 2.02.


 


(e)              
The Environmental Trust Bond Collateral. The Issuer shall have made or caused to be made all filings with the PSCW
and the Wisconsin Department of Financial Institutions pursuant to the Financing Order and the Statute and all other filings necessary
to perfect the Grant of the Environmental Trust Bond Collateral to the Indenture Trustee and the Lien of this Indenture.


 


(f)               
Certificates of the Issuer and the Seller.


 


(i)                
An Officer’s Certificate from the Issuer, dated as of the Closing Date:


 


(A)            
to the effect that (1) the Issuer is not in Default under this Indenture and that the issuance of the Environmental Trust
Bonds will not result in any Default or in any breach of any of the terms, conditions or provisions of or constitute a default
under the Financing Order or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party
or by which it or its property is bound or any order of any court or administrative agency entered in any Proceeding to which the
Issuer is a party or by which it or its property may be bound or to which it or its property may be subject and (2) all conditions
precedent provided in this Indenture relating to the execution, authentication and delivery of the Environmental Trust Bonds have
been complied with;


 


(B)             
to the effect that the Issuer has not assigned any interest or participation in the Environmental Trust Bond Collateral
except for the Grant contained in this Indenture and the Series Supplement; the Issuer has the power and right to Grant the Environmental
Trust Bond Collateral to the Indenture Trustee as security hereunder and thereunder; and the Issuer, subject to the terms of this
Indenture, has Granted to the Indenture Trustee a first priority perfected security interest in all of its right, title and interest
in and to such Environmental Trust Bond Collateral free and clear of any Lien, mortgage, pledge, charge, security interest, adverse
claim or other encumbrance arising as a result of actions of the Issuer or through the Issuer, except Permitted Liens;


 






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(C)               to
the effect that the Issuer has appointed the firm of Independent registered public accountants as contemplated in Section 8.06;


 


(D)               to
the effect that attached thereto are duly executed, true and complete copies of the Sale Agreement, the Servicing Agreement and
the Administration Agreement which are, to the knowledge of the Issuer (and assuming such agreements are enforceable against all
parties thereto other than the Issuer and Wisconsin Electric), in full force and effect and, to the knowledge of the Issuer, that
no party is in default of its obligations under such agreements; and


 


(E)                stating
that all filings with the PSCW, the Wisconsin Department of Financial Institutions and the Delaware Secretary of State pursuant
to the Statute, the UCC and the Financing Order and all UCC financing statements with respect to the Environmental Trust Bond
Collateral which are required to be filed by the terms of the Financing Order, the Statute, the Sale Agreement, the Servicing
Agreement and this Indenture have been filed as required.


 


(ii)             
An officer’s certificate from the Seller, dated as of the Closing Date, to the effect that:


 


(A)               in
the case of the Environmental Control Property identified in the Bill of Sale, immediately prior to the conveyance thereof to
the Issuer pursuant to the Sale Agreement: the Seller was the original and the sole owner of such Environmental Control Property,
free and clear of any Lien; the Seller had not assigned any interest or participation in such Environmental Control Property and
the proceeds thereof other than to the Issuer pursuant to the Sale Agreement; the Seller has the power, authority and right to
own, sell and assign such Environmental Control Property and the proceeds thereof to the Issuer; the Seller has its chief executive
office in the State of Wisconsin; and the Seller, subject to the terms of the Sale Agreement, has validly sold and assigned to
the Issuer all of its right, title and interest in and to such Environmental Control Property and the proceeds thereof, free and
clear of any Lien (other than Permitted Liens) and such sale and assignment is absolute and irrevocable and has been perfected;


 


(B)                the
attached copy of the Financing Order creating such Environmental Control Property is true and complete and is in full force and
effect; and


 


(C)               
an amount equal to the Required Capital Level has been deposited or caused to be deposited by the Seller with the Indenture
Trustee for crediting to the Capital Subaccount.


 






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(g)               Accountant’s
Certificate or Letter. One or more certificates or letters, addressed to the Issuer, of a firm of Independent registered
public accountants of recognized national reputation to the effect that (i) such accountants are Independent with respect to
the Issuer within the meaning of this Indenture and are independent public accountants within the meaning of the standards of
the Public Company Accounting Oversight Board and (ii) with respect to the Environmental Trust Bond Collateral, they have
applied such procedures as instructed by the addressees of such certificate or letter.


 


(h)              
Rating Agency Condition. The Indenture Trustee shall receive evidence reasonably satisfactory to it that the Environmental
Trust Bonds have received the ratings from the Rating Agencies required by the Underwriting Agreement as a condition to the issuance
of the Environmental Trust Bonds.


 


(i)               
Requirements of Series Supplement. Such other funds, accounts, documents, certificates, agreements, instruments or
opinions as may be required by the terms of the Series Supplement.


 


(j)               
Required Capital Level. Evidence satisfactory to the Indenture Trustee that the Required Capital Level has been credited
to the Capital Subaccount.


 


(k)            
Other Requirements. Such other documents, certificates, agreements, instruments or opinions as the Underwriters may
reasonably require.


 


Section 2.11.     
Book-Entry Environmental Trust Bonds. Unless the Series Supplement provides otherwise, all of the Environmental Trust
Bonds shall be issued in Book-Entry Form, and the Issuer shall execute and the Indenture Trustee shall, in accordance with this
Section 2.11 and the Issuer Order, authenticate and deliver one or more Global Environmental Trust Bonds, evidencing the
Environmental Trust Bonds, which (a) shall be an aggregate original principal amount equal to the aggregate original principal
amount of the Environmental Trust Bonds to be issued pursuant to the Issuer Order, (b) shall be registered in the name of the Clearing
Agency therefor or its nominee, which shall initially be Cede & Co., as nominee for DTC, the initial Clearing Agency, (c) shall
be delivered by the Indenture Trustee pursuant to such Clearing Agency’s or such nominee’s instructions and (d) shall
bear a legend substantially to the effect set forth in Exhibit A.


 


Each Clearing Agency designated pursuant to
this Section 2.11 must, at the time of its designation and at all times while it serves as Clearing Agency hereunder, be
a “clearing agency” registered under the Exchange Act and any other applicable statute or regulation.


 


No Holder of Environmental Trust Bonds issued
in Book-Entry Form shall receive a Definitive Environmental Trust Bond representing such Holder’s interest in any of the
Environmental Trust Bonds, except as provided in Section 2.13. Unless (and until) certificated, fully registered Environmental
Trust Bonds (the “Definitive Environmental Trust Bonds”) have been issued to the Holders pursuant to Section
2.13 or pursuant to the Series Supplement relating thereto:


 


(i)              
the provisions of this Section 2.11 shall be in full force and effect;


 


(ii)             the
Issuer, the Servicer, the Paying Agent, the Environmental Trust Bond Registrar and the Indenture Trustee may deal with the
Clearing Agency for all purposes (including the making of distributions on the Environmental Trust Bonds and the giving of
instructions or directions hereunder) as the authorized representative of the Holders;


 






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(iii)            
to the extent that the provisions of this Section 2.11 conflict with any other provisions of this Indenture, the
provisions of this Section 2.11 shall control;


 


(iv)            
the rights of Holders shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall
be limited to those established by law and agreements between such Holders and the Clearing Agency and/or the Clearing Agency Participants.
Pursuant to the Letter of Representations, unless and until Definitive Environmental Trust Bonds are issued pursuant to Section
2.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit
distributions of principal of and interest on the Book-Entry Environmental Trust Bonds to such Clearing Agency Participants; and


 


(v)           
whenever this Indenture requires or permits actions to be taken based upon instruction or directions of the Holders evidencing
a specified percentage of the Outstanding Amount of Environmental Trust Bonds, the Clearing Agency shall be deemed to represent
such percentage only to the extent that it has received instructions to such effect from the Holders and/or the Clearing Agency
Participants owning or representing, respectively, such required percentage of the beneficial interest in the Environmental Trust
Bonds and has delivered such instructions to a Responsible Officer of the Indenture Trustee.


 


Section 2.12.     
Notices to Clearing Agency. Unless and until Definitive Environmental Trust Bonds shall have been issued to Holders
pursuant to Section 2.13, whenever notice, payment or other communications to the Holders of Book-Entry Environmental Trust
Bonds is required under this Indenture, the Indenture Trustee, the Servicer and the Paying Agent, as applicable, shall give all
such notices and communications specified herein to be given to Holders to the Clearing Agency.


 


Section 2.13.       Definitive
Environmental Trust Bonds. If (a) (i) the Issuer advises the Indenture Trustee in writing that the Clearing Agency is no
longer willing or able to properly discharge its responsibilities under any Letter of Representations and (ii) the Issuer is
unable to locate a successor Clearing Agency, (b) the Issuer, at its option, advises the Indenture Trustee in writing that it
elects to terminate the book-entry system through the Clearing Agency or (c) after the occurrence of an Event of Default
hereunder, Holders holding Environmental Trust Bonds aggregating not less than a majority of the aggregate Outstanding Amount
of Environmental Trust Bonds maintained as Book-Entry Environmental Trust Bonds advise the Indenture Trustee, the Issuer and
the Clearing Agency (through the Clearing Agency Participants) in writing that the continuation of a book-entry system
through the Clearing Agency is no longer in the best interests of the Holders, the Issuer shall notify the Clearing Agency,
the Indenture Trustee and all such Holders in writing of the occurrence of any such event and of the availability of
Definitive Environmental Trust Bonds to the Holders requesting the same. Upon surrender to the Indenture Trustee of the
Global Environmental Trust Bonds by the Clearing Agency accompanied by registration instructions from such Clearing Agency
for registration, the Issuer shall execute, and the Indenture Trustee shall authenticate and deliver, Definitive
Environmental Trust Bonds in accordance with the instructions of the Clearing Agency. None of the Issuer, the Environmental
Trust Bond Registrar, the Paying Agent or the Indenture Trustee shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. Upon the issuance
of Definitive Environmental Trust Bonds, the Indenture Trustee shall recognize the Holders of the Definitive Environmental
Trust Bonds as Holders hereunder without need for any consent or acknowledgement from the Holders.


 






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Definitive Environmental Trust Bonds will
be transferable and exchangeable at the offices of the Environmental Trust Bond Registrar.


 


Section 2.14.     
CUSIP Number. The Issuer in issuing any Environmental Trust Bonds may use a “CUSIP” number and, if so
used, the Indenture Trustee shall use the CUSIP number provided to it by the Issuer in any notices to the Holders thereof as a
convenience to such Holders; provided, that any such notice may state that no representation is made as to the correctness
or accuracy of the CUSIP number printed in the notice or on the Environmental Trust Bonds and that reliance may be placed only
on the other identification numbers printed on the Environmental Trust Bonds. The Issuer shall promptly notify the Indenture Trustee
in writing of any change in the CUSIP number with respect to any Environmental Trust Bond.


 


Section 2.15.      
Letter of Representations. Notwithstanding anything to the contrary in this Indenture or the Series Supplement, the
parties hereto shall comply with the terms of each Letter of Representations applicable to such party.


 


Section 2.16.     
Tax Treatment. The Issuer and the Indenture Trustee, by entering into this Indenture, and the Holders and any Persons
holding a beneficial interest in any Environmental Trust Bond, by acquiring any Environmental Trust Bond or interest therein, (a)
express their intention that, solely for the purposes of U.S. federal taxes and, to the extent consistent with applicable State,
local and other tax law, solely for the purposes of State, local and other taxes, the Environmental Trust Bonds qualify under applicable
tax law as indebtedness of the Member secured by the Environmental Trust Bond Collateral and (b) solely for the purposes of U.S.
federal taxes and, to the extent consistent with applicable State, local and other tax law, solely for purposes of State, local
and other taxes, so long as any of the Environmental Trust Bonds are outstanding, agree to treat the Environmental Trust Bonds
as indebtedness of the Member secured by the Environmental Trust Bond Collateral unless otherwise required by appropriate taxing
authorities.


 


Section 2.17.      
State Pledge. Under the laws of the State of Wisconsin in effect on the Closing Date, pursuant to Section 196.027(8)
of the Statute, the State of Wisconsin has pledged to and agreed with Holders of the Environmental Trust Bonds that the State of
Wisconsin will not do any of the following: (i) take or permit any action that impairs the value of the Environmental Control Property;
(ii) except as allowed under the Statute (relating to True-Up Adjustments), reduce, alter or impair the Environmental Control Charges
that are imposed, collected, and remitted for the benefit of Holders of the Environmental Trust Bonds until any principal, interest,
premium, or other charge incurred, or contract to be performed, in connection with the Environmental Trust Bonds held by the Holders
are paid or performed in full.


 






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The Issuer hereby acknowledges that the purchase
of any Environmental Trust Bond by a Holder or the purchase of any beneficial interest in an Environmental Trust Bond by any Person
and the Indenture Trustee’s obligations to perform hereunder are made in reliance on such agreement and pledge by the State
of Wisconsin.


 


Section 2.18.      
Security Interests. The Issuer hereby makes the following representations and warranties:


 


(a)        other
than the security interests granted to the Indenture Trustee pursuant to this Indenture and the Series Supplement, the Issuer has
not pledged, granted, sold, conveyed or otherwise assigned any interests or security interests in the Environmental Trust Bond
Collateral and no security agreement, financing statement or equivalent security or Lien instrument listing the Issuer as debtor
covering all or any part of the Environmental Trust Bond Collateral is on file or of record in any jurisdiction, except such as
may have been filed, recorded or made by the Issuer in favor of the Indenture Trustee on behalf of the Secured Parties in connection
with this Indenture;


 


(b)        this
Indenture and the Series Supplement constitute a valid and continuing lien on, and first priority perfected security interest in,
the Environmental Trust Bond Collateral in favor of the Indenture Trustee on behalf of the Secured Parties, which lien and security
interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Issuer in accordance
with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered
in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing;


 


(c)        with
respect to the Environmental Trust Bond Collateral, this Indenture, together with the Series Supplement, creates a valid and continuing
first priority perfected security interest (as defined in the UCC) in such Environmental Trust Bond Collateral, which security
interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Issuer in accordance
with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered
in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing;


 


(d)        the
Issuer has good and marketable title to the Environmental Trust Bond Collateral free and clear of any Lien of any Person other
than Permitted Liens;


 


(e)         all
of the Environmental Trust Bond Collateral constitutes Environmental Control Property or accounts, deposit accounts, investment
property or general intangibles (as each such term is defined in the UCC), except that proceeds of the Environmental Trust Bond
Collateral may also take the form of instruments or money;


 


(f)       the
Issuer has taken, or caused the Servicer to take, all action necessary to perfect the security interest in the Environmental Trust
Bond Collateral granted to the Indenture Trustee, for the benefit of the Secured Parties;


 






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(g)       the
Issuer has filed (or has caused the Servicer to file) all appropriate financing statements in the proper filing offices in the
appropriate jurisdictions under applicable law in order to perfect the security interest in the Environmental Trust Bond Collateral
granted to the Indenture Trustee;


 


(h)       the
Issuer has not authorized the filing of and is not aware, after due inquiry, of any financing statements against the Issuer that
include a description of the Environmental Trust Bond Collateral other than those filed in favor of the Indenture Trustee;


 


(i)       the
Issuer is not aware of any judgment or tax Lien filings against the Issuer;


 


(j)       the
Collection Account (including all subaccounts thereof) constitutes a “securities account” and/or a “deposit account”
within the meaning of the UCC;


 


(k)       the
Issuer has taken all steps necessary to cause the Securities Intermediary of each such securities account to identify in its records
the Indenture Trustee as the Person having a security entitlement against the Securities Intermediary in such securities account,
no Collection Account is in the name of any Person other than the Indenture Trustee, and the Issuer has not consented to the Securities
Intermediary of the Collection Account to comply with entitlement orders of any Person other than the Indenture Trustee; and


 


(l)       all
of the Environmental Trust Bond Collateral constituting investment property has been and will have been credited to the Collection
Account or a subaccount thereof, and the Securities Intermediary for the Collection Account has agreed to treat all assets credited
to the Collection Account (other than cash) as “financial assets” within the meaning of the UCC.


 


Accordingly, the Indenture Trustee has a
first priority perfected security interest in the Collection Account, all funds and financial assets on deposit therein, and all
securities entitlements relating thereto. The representations and warranties set forth in this Section 2.18 shall survive
the execution and delivery of this Indenture and the issuance of any Environmental Trust Bonds, shall be deemed re-made on each
date on which any funds in the Collection Account are distributed to the Issuer or otherwise released from the Lien of the Indenture
and may not be waived by any party hereto except pursuant to a supplemental indenture executed in accordance with Article IX
and as to which the Rating Agency Condition has been satisfied.


 


ARTICLE
III



COVENANTS


 


Section 3.01.      Payment
of Principal, Premium, if any, and Interest. The principal of and premium, if any, and interest on the Environmental
Trust Bonds shall be duly and punctually paid by the Issuer, or the Servicer on behalf of the Issuer, in accordance with the
terms of the Environmental Trust Bonds and this Indenture and the Series Supplement; provided, that, except on a Final
Maturity Date of a Tranche or upon the acceleration of the Environmental Trust Bonds following the occurrence of an Event of
Default, the Issuer shall only be obligated to pay the principal of the Environmental Trust Bonds on each Payment Date
therefor to the extent moneys are available for such payment pursuant to Section 8.02. Amounts properly withheld under
the Code, the Treasury regulations promulgated thereunder or other tax laws by any Person from a payment to any Holder of
interest or principal or premium, if any, shall be considered as having been paid by the Issuer to such Holder for all
purposes of this Indenture.


 






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Section 3.02.     
Maintenance of Office or Agency. The Issuer shall initially maintain in Milwaukee, Wisconsin an office or agency
where Environmental Trust Bonds may be surrendered for registration of transfer or exchange. The Issuer shall give prompt written
notice to the Indenture Trustee of the location, and of any change in the location, of any such office or agency. The Issuer hereby
initially appoints the Indenture Trustee to serve as its agent for the foregoing purposes, and the Corporate Trust Office of the
Indenture Trustee shall serve as the offices provided above in this Section 3.02. If at any time the Issuer shall fail to
maintain any such office or agency or shall fail to furnish the Indenture Trustee with the address thereof, such surrenders may
be made at the office of the Indenture Trustee located at the Corporate Trust Office, and the Issuer hereby appoints the Indenture
Trustee as its agent to receive all such surrenders.


 


Section 3.03.     
Money for Payments To Be Held in Trust. As provided in Section 8.02(a), all payments of amounts due and payable
with respect to any Environmental Trust Bonds that are to be made from amounts withdrawn from the Collection Account pursuant to
Section 8.02(d) shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts
so withdrawn from the Collection Account for payments with respect to any Environmental Trust Bonds shall be paid over to the Issuer
except as provided in this Section 3.03 and Section 8.02.


 


Each Paying Agent shall meet the eligibility
criteria set forth for any Indenture Trustee under Section 6.11. The Issuer will cause each Paying Agent other than the
Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the
Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section
3.03, that such Paying Agent will:


 


(a)           hold
all sums held by it for the payment of amounts due with respect to the Environmental Trust Bonds 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 and pay such
sums to such Persons as herein provided;


 


(b)           give
the Indenture Trustee, unless the Indenture Trustee is the Paying Agent, and the Rating Agencies written notice of any Default
by the Issuer of which it has actual knowledge in the making of any payment required to be made with respect to the Environmental
Trust Bonds;


 


(c)           at
any time during the continuance of any such Default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture
Trustee all sums so held in trust by such Paying Agent;


 


(d)           immediately, with notice to the Rating Agencies, resign as a Paying Agent and forthwith pay to the Indenture Trustee all
sums held by it in trust for the payment of Environmental Trust Bonds if at any time the Paying Agent determines that it has ceased
to meet the standards required to be met by a Paying Agent at the time of such determination; and


 


(e)           comply with all requirements of the Code, the Treasury regulations promulgated thereunder and other tax laws with respect
to the withholding from any payments made by it on any Environmental Trust Bonds of any applicable withholding taxes imposed thereon
and with respect to any applicable reporting requirements in connection therewith.


 






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The Issuer may at any time, for the purpose
of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order direct any Paying Agent
to pay to the Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture Trustee upon
the same trusts as those upon which the sums were held by such Paying Agent; and, upon such payment by any Paying Agent to the
Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money.


 


Subject to applicable laws with respect to
escheatment of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with
respect to any Environmental Trust Bond and remaining unclaimed for two (2) years after such amount has become due and payable
shall be discharged from such trust and be paid to the Issuer upon receipt of an Issuer Request; and, subject to Section 10.16,
the Holder of such Environmental Trust Bond shall thereafter, as an unsecured general creditor, look only to the Issuer for payment
thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying
Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such
Paying Agent, before being required to make any such repayment, may at the expense of the Issuer, cause to be published once, in
a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City
of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty
(30) days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The
Indenture Trustee may also adopt and employ, at the expense of the Issuer, any other reasonable means of notification of such repayment
(including mailing notice of such repayment to Holders whose right to or interest in moneys due and payable but not claimed is
determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder).


 


Section 3.04.     
Existence. The Issuer shall keep in full effect its existence, rights and franchises as a limited liability company
under the laws of the State of Delaware (unless it becomes, or any successor Issuer hereunder is or becomes, organized under the
laws of any other State or of the United States of America, in which case the Issuer will keep in full effect its existence, rights
and franchises under the laws of such other jurisdiction) and will obtain and preserve its qualification to do business in each
jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Indenture,
the other Basic Documents, the Environmental Trust Bonds, the Environmental Trust Bond Collateral and each other instrument or
agreement referenced herein or therein.


 


Section 3.05.      Protection
of Environmental Trust Bond Collateral. The Issuer shall from time to time execute and deliver all such supplements and
amendments hereto and all filings with the PSCW, the Secretary of State of the State of Delaware or the Wisconsin Department
of Financial Institutions pursuant to the Financing Order, or to the Statute and all financing statements, continuation
statements, instruments of further assurance and other instruments, and shall take such other action necessary or advisable,
to:


 






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(a)           maintain
or preserve the Lien (and the priority thereof) of this Indenture and the Series Supplement or carry out more effectively the
purposes hereof;


 


(b)           perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture;


 


(c)           enforce any of the Environmental Trust Bond Collateral;


 


(d)           preserve
and defend title to the Environmental Trust Bond Collateral and the rights of the Indenture Trustee and the Holders in such Environmental
Trust Bond Collateral against the Claims of all Persons, including, without limitation, the challenge by any party to the validity
or enforceability of the Financing Order, any Tariff, the Environmental Control Property or any proceeding relating thereto and
institute any action or proceeding necessary to compel performance by the PSCW or the State of Wisconsin of any of its obligations
or duties under the Statute, the State Pledge, the Financing Order or Tariff; and


 


(e)           pay
any and all taxes levied or assessed upon all or any part of the Environmental Trust Bond Collateral.


 


The Indenture Trustee is specifically permitted
and authorized, but not required to file financing statements covering the Environmental Trust Bond Collateral, including, without
limitation, financing statements that describe the Environmental Trust Bond Collateral as “all assets” or “all
personal property” of the Issuer.


 


Section 3.06.     
Opinions as to Environmental Trust Bond Collateral.


 


(a)           On the Closing Date, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel of external counsel of the
Issuer either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing
of this Indenture, any indentures supplemental hereto, and any other requisite documents, and with respect to the execution and
filing of any filings with the PSCW, the Delaware Secretary of State or the Wisconsin Department of Financial Institutions pursuant
to the Statute and the Financing Order and any financing statements and continuation statements, as are necessary to perfect and
make effective the Lien, and the perfected security interest created by this Indenture and the Series Supplement and reciting the
details of such action and, based on a review of a current report of the appropriate governmental filing office, no other financing
statement has been filed under the applicable UCC, or stating that, in the opinion of such counsel, no such action is necessary
to make effective such Lien.


 


(b)           Within
ninety (90) days after the beginning of each calendar year beginning with the calendar year beginning January 1, 2022, the Issuer
shall furnish to the Indenture Trustee an Opinion of Counsel of the Issuer either stating that, in the opinion of such counsel,
such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures
supplemental hereto and any other requisite documents, and with respect to the execution and filing of any filings with the PSCW,
the Secretary of State of the State of Delaware or the Wisconsin Department of Financial Institutions pursuant to the Statute
and the Financing Order, financing statements and continuation statements, as are necessary to maintain the Lien and the perfected
security interest created by this Indenture and the Series Supplement and reciting the details of such action, or stating that,
in the opinion of such counsel, no such action is necessary to maintain such Lien. Such Opinion of Counsel shall also describe
the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite
documents and the execution and filing of any filings with the PSCW, the Secretary of State of the State of Delaware or the Wisconsin
Department of Financial Institutions, financing statements and continuation statements that will, in the opinion of such counsel,
be required within the twelve-month period following the date of such opinion to maintain the Lien and the perfected security
interest created by this Indenture and the Series Supplement.


 






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(c)           Prior to the effectiveness of any amendment to the Sale Agreement or the Servicing Agreement, the Issuer shall furnish to
the Indenture Trustee an Opinion of Counsel of external counsel of the Issuer either (i) stating that, in the opinion of such counsel,
all filings, including UCC financing statements and other filings with the PSCW, the Secretary of State of the State of Delaware
or the Wisconsin Department of Financial Institutions pursuant to the Statute or the Financing Order have been executed and filed
that are necessary fully to maintain the Lien of the Issuer and the Indenture Trustee in the Environmental Control Property and
the Environmental Trust Bond Collateral, respectively, and the proceeds thereof, and reciting the details of such filings or referring
to prior Opinions of Counsel in which such details are given, or (ii) stating that, in the opinion of such counsel, no such action
shall be necessary to maintain such Lien.


 


Section 3.07.     
Performance of Obligations; Servicing; SEC Filings.


 


(a)           The Issuer (i) shall diligently pursue any and all actions to enforce its rights under each instrument or agreement included
in the Environmental Trust Bond Collateral and (ii) shall not take any action and shall use its best efforts not to permit any
action to be taken by others that would release any Person from any of such Person’s covenants or obligations under any such
instrument or agreement or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair
the validity or effectiveness of, any such instrument or agreement, except, in each case, as expressly provided in this Indenture,
the Series Supplement, the Sale Agreement, the Servicing Agreement, any Intercreditor Agreement or such other instrument or agreement.


 


(b)           The
Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such
duties by a Person identified to the Indenture Trustee herein or in an Officer’s Certificate shall be deemed to be action
taken by the Issuer. Initially, the Issuer has contracted with the Servicer to assist the Issuer in performing its duties under
this Indenture.


 


(c)           The
Issuer shall punctually perform and observe all of its obligations and agreements contained in this Indenture, the Series Supplement,
the other Basic Documents and the instruments and agreements included in the Environmental Trust Bond Collateral, including filing
or causing to be filed all filings with the PSCW, the Delaware Secretary of State or the Wisconsin Department of Financial Institutions
pursuant to the Statute or the Financing Order, all UCC financing statements and all continuation statements required to be filed
by it by the terms of this Indenture, the Series Supplement, the Sale Agreement and the Servicing Agreement in accordance with
and within the time periods provided for herein and therein.


 






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(d)           If
the Issuer shall have knowledge of the occurrence of a Servicer Default under the Servicing Agreement, the Issuer shall promptly
give written notice thereof to the Indenture Trustee and the Rating Agencies and shall specify in such notice the response or
action, if any, the Issuer has taken or is taking with respect to such Servicer Default. If a Servicer Default shall arise from
the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the Environmental
Control Property, the Environmental Trust Bond Collateral or the Environmental Control Charges, the Issuer shall take all reasonable
steps available to it to remedy such failure.


 


(e)           As
promptly as possible after the giving of notice of termination to the Servicer and the Rating Agencies of the Servicer’s
rights and powers pursuant to Section 7.01 of the Servicing Agreement, the Indenture Trustee may and shall, at the written direction
of the Holders evidencing not less than a majority of the Outstanding Amount of the Environmental Trust Bonds and subject to the
terms of any Intercreditor Agreement, appoint a successor Servicer (the “Successor Servicer”), and such Successor
Servicer shall accept its appointment by a written assumption in a form acceptable to the Issuer and the Indenture Trustee. A
Person shall qualify as a Successor Servicer only if such Person satisfies the requirements of the Servicing Agreement. If, within
thirty (30) days after the delivery of the notice referred to above, a new Servicer shall not have been appointed, the Indenture
Trustee may petition the PSCW or a court of competent jurisdiction to appoint a Successor Servicer. In connection with any such
appointment, Wisconsin Electric may make such arrangements for the compensation of such Successor Servicer as it and such successor
shall agree, subject to the limitations set forth in Section 8.02 and in the Servicing Agreement.


 


(f)            Upon
any termination of the Servicer’s rights and powers pursuant to the Servicing Agreement, the Indenture Trustee shall promptly
notify the Issuer, the Holders and the Rating Agencies. As soon as a Successor Servicer is appointed, the Indenture Trustee shall
notify the Issuer, the Holders and the Rating Agencies of such appointment, specifying in such notice the name and address of
such Successor Servicer.


 


(g)           The
Issuer shall (or shall cause the Sponsor to) post on its website (which for this purpose may be the website of any direct or indirect
parent company of the Issuer) and, to the extent consistent with the Issuer’s and the Sponsor’s obligations under
applicable law, file with or furnish to the SEC in periodic reports and other reports as are required from time to time under
Section 13 or Section 15(d) of the Exchange Act, and shall direct the Indenture Trustee to post on its website for investors the
following information (other than any such information filed with the SEC and publicly available to investors unless the Issuer
specifically requests such items to be posted) with respect to the Outstanding Environmental Trust Bonds, in each case to the
extent such information is reasonably available to the Issuer:


 


(i)                
the final Prospectus;


 






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(ii)             
 statements of any remittances of Environmental Control Charges made to the Indenture Trustee (to be included in a Form
10-D or Form 10-K, or successor forms thereto);


 


(iii)            
a statement reporting the balances in the Collection Account and in each subaccount of the Collection Account as of the
end of each quarter or the most recent date available (to be included in a Form 10-D or Form 10-K, or successor forms thereto);


 


(iv)            
a statement showing the balance of Outstanding Environmental Trust Bonds that reflects the actual periodic payments made
on the Environmental Trust Bonds during the applicable period (to be included in the next Form 10-D or Form 10-K filed, or successor
forms thereto);


 


(v)              
the Semi-Annual Servicer’s Certificate as required to be submitted pursuant to the Servicing Agreement (to be filed
with a Form 10-D, Form 10-K or Form 8-K, or successor forms thereto);


 


(vi)            
the Monthly Servicer’s Certificate as required to be submitted pursuant to the Servicing Agreement;


 


(vii)           
the text (or a link to the website where a reader can find the text) of each filing of a True-Up Adjustment and the results
of each such filing;


 


(viii)          
any change in the long-term or short-term credit ratings of the Servicer assigned by the Rating Agencies;


 


(ix)             material
legislative or regulatory developments directly relevant to the Outstanding Environmental Trust Bonds (to be filed or furnished
in a Form 8-K); and


 


(x)              
any reports and other information that the Issuer is required to file with the SEC under the Exchange Act.


 


Notwithstanding the foregoing, nothing herein
shall preclude the Issuer from voluntarily suspending or terminating its filing obligations as Issuer with the SEC to the extent
permitted by applicable law.


 


The address of the Indenture Trustee’s
website for investors is https//pivot.usbank.com. The Indenture Trustee shall promptly notify the Issuer, the Holders and
the Rating Agencies of any change to the address of the website for investors.


 


(h)           The
Issuer shall make all filings required under the Statute relating to the transfer of the ownership or security interest in the
Environmental Control Property other than those required to be made by the Seller or the Servicer pursuant to the Basic Documents.


 


Section 3.08.     
Certain Negative Covenants. So long as any Environmental Trust Bonds are Outstanding, the Issuer shall not:


 






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(a)           except as expressly permitted by this Indenture and the other Basic Documents, sell, transfer, convey, exchange or otherwise
dispose of any of the properties or assets of the Issuer, including those included in the Environmental Trust Bond Collateral,
unless in accordance with Article V;


 


(b)           claim
any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Environmental
Trust Bonds (other than amounts properly withheld from such payments under the Code, the Treasury regulations promulgated thereunder
or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed
upon any part of the Environmental Trust Bond Collateral;


 


(c)           terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10;


 


(d)           (i)
permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien of this
Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person
to be released from any covenants or obligations with respect to the Environmental Trust Bonds under this Indenture except as
may be expressly permitted hereby, (ii) permit any Lien (other than the Lien of this Indenture or the Series Supplement) to be
created on or extend to or otherwise arise upon or burden the Environmental Trust Bond Collateral or any part thereof or any interest
therein or the proceeds thereof (other than tax liens arising by operation of law with respect to amounts not yet due) or (iii)
permit the Lien of the Series Supplement not to constitute a valid first priority perfected security interest in the Environmental
Trust Bond Collateral;


 


(e)           enter
into any swap, hedge or similar financial instrument;


 


(f)            elect
to be classified as an association taxable as a corporation for U.S. federal income tax purposes or otherwise take any action,
file any tax return or make any election inconsistent with the treatment of the Issuer, for U.S. federal income tax purposes and,
to the extent consistent with applicable State tax law, State income and franchise tax purposes, as a disregarded entity that
is not separate from the sole owner of the Issuer;


 


(g)           change
its name, identity or structure or the location of its chief executive office, unless at least ten (10) Business Days prior to
the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents,
instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the
security interest of this Indenture and the Series Supplement;


 


(h)           take
any action which is subject to a Rating Agency Condition without satisfying the Rating Agency Condition;


 


(i)            except
to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in
Section 3.07(g); or


 


(j)            issue any environmental trust bonds under the Statute or any similar law other than the Environmental Trust Bonds.


 


Section 3.09.     
Annual Statement as to Compliance. The Issuer will deliver to the Indenture Trustee and the Rating Agencies not
later than March 31 of each year (commencing with March 31, 2022), an Officer’s Certificate stating, as to the Responsible
Officer signing such Officer’s Certificate, that:


 






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(a)           a review of the activities of the Issuer during the preceding twelve (12) months ended December 31 (or, in the case of the
first such Officer’s Certificate, since the Closing Date) and of performance under this Indenture has been made; and


 


(b)           to the best of such Responsible Officer’s knowledge, based on such review, the Issuer has in all material respects
complied with all conditions and covenants under this Indenture throughout such twelve-month period (or such shorter period in
the case of the first such Officer’s Certificate), or, if there has been a default in the compliance of any such condition
or covenant, specifying each such default known to such Responsible Officer and the nature and status thereof.


 


Section 3.10.     
Issuer May Consolidate, etc., Only on Certain Terms.


 


(a)           The Issuer shall not consolidate or merge with or into any other Person, unless:


 


(i)                
the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall (A) be a Person organized
and existing under the laws of the United States of America or any State, (B) expressly assume, by an indenture supplemental hereto,
executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the performance or
observance of every agreement and covenant of this Indenture and the Series Supplement on the part of the Issuer to be performed
or observed, all as provided herein and in the Series Supplement, and (C) assume all obligations and succeed to all rights of the
Issuer under the Sale Agreement, the Servicing Agreement and each other Basic Document to which the Issuer is a party;


 


(ii)             
immediately after giving effect to such merger or consolidation, no Default, Event of Default or Servicer Default shall
have occurred and be continuing;


 


(iii)           
the Rating Agency Condition shall have been satisfied with respect to such merger or consolidation;


 


(iv)            
the Issuer shall have delivered to Wisconsin Electric, the Indenture Trustee and the Rating Agencies an opinion or opinions
of outside tax counsel (as selected by the Issuer, in form and substance reasonably satisfactory to Wisconsin Electric and the
Indenture Trustee, and which may be based on a ruling from the Internal Revenue Service) to the effect that the consolidation or
merger will not result in a material adverse U.S. federal or State income tax consequence to the Issuer, Wisconsin Electric, the
Indenture Trustee or the then-existing Holders;


 


(v)               any
action as is necessary to maintain the Lien and the perfected security interest in the Environmental Trust Bond Collateral
created by this Indenture and the Series Supplement shall have been taken as evidenced by an Opinion of Counsel of external
counsel of the Issuer delivered to the Indenture Trustee; and


 






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(vi)            
the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel of external
counsel of the Issuer each stating that such consolidation or merger and such supplemental indenture comply with this Indenture
and the Series Supplement and that all conditions precedent herein provided for in this Section 3.10(a) with respect to
such transaction have been complied with (including any filing required by the Exchange Act).


 


(b)              
Except as specifically provided herein, the Issuer shall not sell, convey, exchange, transfer or otherwise dispose of any
of its properties or assets included in the Environmental Trust Bond Collateral, to any Person, unless:


 


(i)                
the Person that acquires the properties and assets of the Issuer, the conveyance or transfer of which is hereby restricted,
(A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any State,
(B) expressly assumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance
satisfactory to the Indenture Trustee, the performance or observance of every agreement and covenant of this Indenture on the part
of the Issuer to be performed or observed, all as provided herein and in the Series Supplement, (C) expressly agrees by means of
such supplemental indenture that all right, title and interest so sold, conveyed, exchanged, transferred or otherwise disposed
of shall be subject and subordinate to the rights of Holders, (D) unless otherwise provided in the supplemental indenture referred
to in Section 3.10(b)(i)(B), expressly agrees to indemnify, defend and hold harmless the Issuer and the Indenture Trustee
against and from any loss, liability or expense arising under or related to this Indenture, the Series Supplement and the Environmental
Trust Bonds (including the enforcement costs of such indemnity), (E) expressly agrees by means of such supplemental indenture that
such Person (or if a group of Persons, then one specified Person) shall make all filings with the SEC (and any other appropriate
Person) required by the Exchange Act in connection with the Environmental Trust Bonds and (F) if such sale, conveyance, exchange,
transfer or disposal relates to the Issuer’s rights and obligations under the Sale Agreement or the Servicing Agreement,
assumes all obligations and succeeds to all rights of the Issuer under the Sale Agreement and the Servicing Agreement, as applicable;


 


(ii)             
immediately after giving effect to such transaction, no Default, Event of Default or Servicer Default shall have occurred
and be continuing;


 


(iii)            
the Rating Agency Condition shall have been satisfied with respect to such transaction;


 


(iv)             the
Issuer shall have delivered to Wisconsin Electric, the Indenture Trustee and the Rating Agencies an opinion or opinions of outside
tax counsel (as selected by the Issuer, in form and substance reasonably satisfactory to Wisconsin Electric and the Indenture
Trustee, and which may be based on a ruling from the Internal Revenue Service) to the effect that the disposition will not result
in a material adverse U.S. federal or State income tax consequence to the Issuer, Wisconsin Electric, the Indenture Trustee or
the then-existing Holders;


 






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(v)              
any action as is necessary to maintain the Lien and the perfected security interest in the Environmental Trust Bond Collateral
created by this Indenture and the Series Supplement shall have been taken as evidenced by an Opinion of Counsel of external counsel
of the Issuer delivered to the Indenture Trustee; and


 


(vi)            
the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel of external
counsel of the Issuer each stating that such sale, conveyance, exchange, transfer or other disposition and such supplemental indenture
comply with this Indenture and the Series Supplement and that all conditions precedent herein provided for in this Section 3.10(b)
with respect to such transaction have been complied with (including any filing required by the Exchange Act).


 


Section 3.11.     
Successor or Transferee.


 


(a)              
Upon any consolidation or merger of the Issuer in accordance with Section 3.10(a), the Person formed by or surviving
such consolidation or merger (if other than the Issuer) shall succeed to, and be substituted for, and may exercise every right
and power of, the Issuer under this Indenture with the same effect as if such Person had been named as the Issuer herein.


 


(b)              
Except as set forth in Section 6.07, upon a sale, conveyance, exchange, transfer or other disposition of all the
assets and properties of the Issuer in accordance with Section 3.10(b), the Issuer will be released from every covenant
and agreement of this Indenture and the other Basic Documents to be observed or performed on the part of the Issuer with respect
to the Environmental Trust Bonds and the Environmental Control Property immediately following the consummation of such acquisition
upon the delivery of written notice to the Indenture Trustee from the Person acquiring such assets and properties stating that
the Issuer is to be so released.


 


Section 3.12.     
No Other Business. The Issuer shall not engage in any business other than financing, purchasing, owning, administering,
managing and servicing the Environmental Control Property and the other Environmental Trust Bond Collateral and the issuance of
the Environmental Trust Bonds in the manner contemplated by the Financing Order and this Indenture and the other Basic Documents
and activities incidental thereto.


 


Section 3.13.     
No Borrowing. The Issuer shall not issue, incur, assume, guarantee or otherwise become liable, directly or indirectly,
for any indebtedness except for the Environmental Trust Bonds and any other indebtedness expressly permitted by or arising under
the Basic Documents.


 


Section 3.14.     
Servicer’s Obligations. The Issuer shall enforce the Servicer’s compliance with and performance of all
of the Servicer’s material obligations under the Servicing Agreement.


 






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Section 3.15.      Guarantees,
Loans, Advances and Other Liabilities. Except as otherwise contemplated by the Sale Agreement, the Servicing Agreement or
this Indenture, the Issuer shall not make any loan or advance or credit to, or guarantee (directly or indirectly or by an
instrument having the effect of assuring another’s payment or performance on any obligation or capability of so doing
or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations,
stocks or dividends of, or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations,
assets or securities of, or any other interest in, or make any capital contribution to, any other Person.


 


Section 3.16.     
Capital Expenditures. Other than the purchase of Environmental Control Property from the Seller on the Closing Date,
the Issuer shall not make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or personalty).


 


Section 3.17.     
Restricted Payments. Except as provided in Section 8.04(c), the Issuer shall not, directly or indirectly,
(a) pay any dividend or make any distribution (by reduction of capital or otherwise), whether in cash, property, securities or
a combination thereof, to any owner of an interest in the Issuer or otherwise with respect to any ownership or equity interest
or similar security in or of the Issuer, (b) redeem, purchase, retire or otherwise acquire for value any such ownership or equity
interest or similar security or (c) set aside or otherwise segregate any amounts for any such purpose; provided, however,
that, if no Event of Default shall have occurred and be continuing or would be caused thereby, the Issuer may make, or cause to
be made, any such distributions to any owner of an interest in the Issuer or otherwise with respect to any ownership or equity
interest or similar security in or of the Issuer using funds distributed to the Issuer pursuant to Section 8.02(e)(x) to the extent
that such distributions would not cause the balance of the Capital Subaccount to decline below the Required Capital Level. The
Issuer will not, directly or indirectly, make payments to or distributions from the Collection Account except in accordance with
this Indenture and the other Basic Documents.


 


Section 3.18.     
Notice of Events of Default. The Issuer agrees to give the Indenture Trustee and the Rating Agencies prompt written
notice of each Default or Event of Default hereunder as provided in Section 5.01, and each default on the part of the Seller
or the Servicer of its obligations under the Sale Agreement or the Servicing Agreement, respectively.


 


Section 3.19.     
Further Instruments and Acts. Upon request of the Indenture Trustee, the Issuer shall execute and deliver such further
instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this
Indenture and to maintain the first priority perfected security interest of the Indenture Trustee in the Environmental Trust Bond
Collateral.


 


Section 3.20.      Inspection.
The Issuer agrees that, on reasonable prior notice, it will permit any representative of the Indenture Trustee, during the
Issuer’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuer,
to make copies and extracts therefrom, to cause such books to be audited annually by Independent registered public
accountants, and to discuss the Issuer’s affairs, finances and accounts with the Issuer’s officers, employees and
Independent registered public accountants, all at such reasonable times and as often as may be reasonably requested. The
Indenture Trustee shall and shall cause its representatives to hold in confidence all such information except to the extent
disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) and except to
the extent that the Indenture Trustee may reasonably determine that such disclosure is consistent with its obligations
hereunder. Notwithstanding anything herein to the contrary, the preceding sentence shall not be construed to prohibit (a)
disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee
from sources other than the Issuer, provided such parties are rightfully in possession of such information, (b) disclosure of
any and all information (i) if required to do so by any applicable statute, law, rule or regulation, (ii) pursuant to any
subpoena, civil investigative demand or similar demand or request of any court or regulatory authority exercising its proper
jurisdiction, (iii) in any preliminary or final prospectus, registration statement or other document a copy of which has been
filed with the SEC, (iv) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Indenture
Trustee having a need to know the same, provided that such parties agree to be bound by the confidentiality provisions
contained in this Section 3.20, or (v) to any Rating Agency or (c) any other disclosure authorized by the Issuer.


 






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Section 3.21.     
Sale Agreement, Servicing Agreement and Administration Agreement Covenants.


 


(a)              
The Issuer agrees to take all such lawful actions to enforce its rights under the Sale Agreement, the Servicing Agreement,
the Administration Agreement, any Intercreditor Agreement and the other Basic Documents, and to compel or secure the performance
and observance by the Seller, the Servicer, the Administrator and Wisconsin Electric of each of their respective obligations to
the Issuer under or in connection with the Sale Agreement, the Servicing Agreement, the Administration Agreement, any Intercreditor
Agreement and the other Basic Documents in accordance with the terms thereof. So long as no Event of Default occurs and is continuing,
but subject to Section 3.21(f), the Issuer may exercise any and all rights, remedies, powers and privileges lawfully available
to the Issuer under or in connection with the Sale Agreement, the Servicing Agreement, the Administration Agreement and any Intercreditor
Agreement; provided, that such action shall not adversely affect the interests of the Holders in any material respect.


 


(b)              
If an Event of Default occurs and is continuing, the Indenture Trustee may, and at the direction (which direction shall
be in writing) of the Holders of a majority of the Outstanding Amount of the Environmental Trust Bonds of all Tranches affected
thereby, shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, Wisconsin Electric,
the Administrator and the Servicer, as the case may be, under or in connection with the Sale Agreement, the Servicing Agreement,
the Administration Agreement and any Intercreditor Agreement, including the right or power to take any action to compel or secure
performance or observance by the Seller, Wisconsin Electric, the Administrator or the Servicer of each of their obligations to
the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Agreement,
the Servicing Agreement, the Administration Agreement and any Intercreditor Agreement, and any right of the Issuer to take such
action shall be suspended.


 


(c)               Except
as set forth in Section 3.21(d), the Administration Agreement, the Sale Agreement, the Servicing Agreement and any
Intercreditor Agreement may be amended in accordance with the provisions thereof (including receipt of approval of the PSCW
if such approval is required under the terms thereof), so long as either (x) the Rating Agency Condition is satisfied in
connection therewith (where required pursuant to the applicable Basic Document) or (y) notice of such amendment has been
provided to the Rating Agencies in accordance with the applicable Basic Document, at any time and from time to time, without
the consent of the Holders of the Environmental Trust Bonds, but with the acknowledgement of the Indenture Trustee; provided,
that the Indenture Trustee shall provide such acknowledgement upon receipt of an Officer’s Certificate of the Issuer
evidencing either (x) satisfaction of such Rating Agency Condition or (y) notice of such amendment has been provided to the
Rating Agencies in accordance with the applicable Basic Document and an Opinion of Counsel of external counsel of the Issuer
stating that such amendment is in accordance with the provisions of such Basic Document, in each case, upon which the
Indenture Trustee may conclusively rely.


 






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(d)              
Except as set forth in Section 3.21(e), if the Issuer, the Seller, Wisconsin Electric, the Administrator, the Servicer
or any other party to the respective agreement proposes to amend, modify, waive, supplement, terminate or surrender, or agree to
any amendment, modification, waiver, supplement, termination or surrender of, the terms of the Sale Agreement, the Administration
Agreement, the Servicing Agreement or any Intercreditor Agreement, or waive timely performance or observance by the Seller, Wisconsin
Electric, the Administrator, the Servicer or any other party under the Sale Agreement, the Administration Agreement, the Servicing
Agreement or any Intercreditor Agreement, in each case in such a way as would materially and adversely affect the interests of
any Holder of Environmental Trust Bonds, the Issuer shall first notify the Rating Agencies of the proposed amendment, modification,
waiver, supplement, termination or surrender and shall promptly notify the Indenture Trustee and the Holders of the Environmental
Trust Bonds in writing of the proposed amendment, modification, waiver, supplement, termination or surrender and whether the Rating
Agency Condition has been satisfied with respect thereto (or, pursuant to an Issuer Request, the Indenture Trustee shall so notify
the Holders of the Environmental Trust Bonds on the Issuer’s behalf). The Indenture Trustee shall consent to such proposed
amendment, modification, waiver, supplement, termination or surrender only if the Rating Agency Condition is satisfied, the approval
of the PSCW has been obtained if such approval is required under the terms of such agreement and only with the prior written consent
of the Holders of a majority of the Outstanding Amount of Environmental Trust Bonds materially and adversely affected thereby.
If any such amendment, modification, waiver, supplement, termination or surrender shall be so consented to by the Indenture Trustee
or such Holders, the Issuer agrees to execute and deliver, in its own name and at its own expense, such agreements, instruments,
consents and other documents as shall be necessary or appropriate in the circumstances.


 


(e)              
If the Issuer or the Servicer proposes to amend, modify, waive, supplement, terminate or surrender, or to agree to any amendment,
modification, supplement, termination, waiver or surrender of, the process for True-Up Adjustments, the Issuer shall notify the
Indenture Trustee and the Holders of the Environmental Trust Bonds in writing of such proposal (or, pursuant to an Issuer Request,
the Indenture Trustee shall so notify the Holders of the Environmental Trust Bonds on the Issuer’s behalf) and the Indenture
Trustee shall consent thereto only with the consent of the PSCW and with the prior written consent of the Holders of a majority
of the Outstanding Amount of Environmental Trust Bonds of Tranches affected thereby and only if the Rating Agency Condition has
been satisfied with respect thereto.


 






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(f)           Promptly
following a default by the Seller under the Sale Agreement, by the Administrator under the Administration Agreement or by any
party under any Intercreditor Agreement, or the occurrence of a Servicer Default under the Servicing Agreement, and at the
Issuer’s expense, the Issuer agrees to take all such lawful actions as the Indenture Trustee may request to compel or
secure the performance and observance by each of the Seller and the Administrator or the Servicer, and by such party to any
Intercreditor Agreement, of their obligations under and in accordance with the Sale Agreement, the Servicing Agreement, the
Administration Agreement and any Intercreditor Agreement, as the case may be, in accordance with the terms thereof, and to
exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with
such agreements to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of
any default by the Seller, the Administrator or the Servicer, respectively, thereunder and the institution of legal or
administrative actions or Proceedings to compel or secure performance of their obligations under the Sale Agreement, the
Servicing Agreement, the Administration Agreement or any Intercreditor Agreement, as applicable.


 


Before consenting to any amendment, modification, supplement,
termination, waiver or surrender under Sections 3.21(d) or (e), the Indenture Trustee shall be entitled to receive, and subject
to Sections 6.01 and 6.02, shall be fully protected in relying upon, an Opinion of Counsel stating that such action is authorized
and permitted by this Indenture and all conditions precedent to such amendment have been satisfied.


 


Section 3.22.     
Taxes. So long as any of the Environmental Trust Bonds are Outstanding, the Issuer shall pay all taxes, assessments
and governmental charges imposed upon it or any of its properties or assets or with respect to any of its franchises, business,
income or property before any penalty accrues thereon if the failure to pay any such taxes, assessments and governmental charges
would, after any applicable grace periods, notices or other similar requirements, result in a Lien on the Environmental Trust Bond
Collateral; provided, that no such tax need be paid if the Issuer is contesting the same in good faith by appropriate proceedings
promptly instituted and diligently conducted and if the Issuer has established appropriate reserves as shall be required in conformity
with generally accepted accounting principles.


 


Section 3.23.      
Notices from Holders. The Issuer shall promptly transmit any notice received by it from the Holders to the Indenture
Trustee.


 


Section 3.24.      
Volcker Rule.The Issuer is structured so as not to be a “covered fund” under the regulations adopted
to implement Section 619 of the Dodd Frank Wall Street Reform and Consumer Protection Act, commonly known as the “Volcker
Rule.”


 






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ARTICLE
IV



SATISFACTION AND DISCHARGE; DEFEASANCE


 


Section 4.01.      
Satisfaction and Discharge of Indenture; Defeasance.


 


(a)            This
Indenture shall cease to be of further effect with respect to the Environmental Trust Bonds, and the Indenture Trustee, on reasonable
written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge
of this Indenture with respect to the Environmental Trust Bonds, when:


 


(i)           
either:


 


(A)       
all Environmental Trust Bonds theretofore authenticated and delivered (other than (1) Environmental Trust Bonds that have
been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (2) Environmental Trust
Bonds for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter
repaid to the Issuer or discharged from such trust, as provided in the last paragraph of Section 3.03) have been delivered
to the Indenture Trustee for cancellation; or


 


(B)       
either (1) the Scheduled Final Payment Date has occurred with respect to all Environmental Trust Bonds not theretofore delivered
to the Indenture Trustee for cancellation or (2) the Environmental Trust Bonds will be due and payable on their respective Scheduled
Final Payment Dates within one year, and, in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited
in trust with the Indenture Trustee (i) cash and/or (ii) U.S. Government Obligations which through the scheduled payments of principal
and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principal, interest and premium,
if any, on the Environmental Trust Bonds not theretofore delivered to the Indenture Trustee for cancellation, and all other sums
payable hereunder by the Issuer with respect to the Environmental Trust Bonds when scheduled to be paid and to discharge the entire
indebtedness on the Environmental Trust Bonds when due;


 


(ii)         
the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and


 


(iii)       
the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel of external counsel
of the Issuer and (if required by the Trust Indenture Act or the Indenture Trustee) an Independent Certificate from a firm of registered
public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent
herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Environmental Trust Bonds
have been complied with.


 


(b)           Subject
to Section 4.01(c) and Section 4.02, the Issuer at any time may terminate (i) all its obligations under this Indenture
with respect to the Environmental Trust Bonds (“Legal Defeasance Option”) or (ii) its obligations under Section
3.04, Section 3.05, Section 3.06, Section 3.07, Section 3.08, Section 3.09, Section
3.10, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 3.16, Section
3.17, Section 3.18 and Section 3.19 and the operation of Section 5.01(c) with respect to the Environmental
Trust Bonds (“Covenant Defeasance Option”). The Issuer may exercise the Legal Defeasance Option with respect
to the Environmental Trust Bonds notwithstanding its prior exercise of the Covenant Defeasance Option.


 






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If the Issuer exercises the Legal Defeasance
Option, the maturity of the Environmental Trust Bonds may not be accelerated because of an Event of Default. If the Issuer exercises
the Covenant Defeasance Option, the maturity of the Environmental Trust Bonds may not be accelerated because of an Event of Default
specified in Section 5.01(c).


 


Upon satisfaction of the conditions set forth
herein to the exercise of the Legal Defeasance Option or the Covenant Defeasance Option with respect to the Environmental Trust
Bonds, the Indenture Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments
acknowledging satisfaction and discharge of the obligations that are terminated pursuant to such exercise.


 


(c)          
Notwithstanding Section 4.01(a) and Section 4.01(b) above, (i) rights of registration of transfer and exchange,
(ii) substitution of mutilated, destroyed, lost or stolen Environmental Trust Bonds, (iii) rights of Holders to receive payments
of principal, premium, if any, and interest, (iv) Section 4.03 and Section 4.04, (v) the rights, obligations and
immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the
obligations of the Indenture Trustee under Section 4.03) and (vi) the rights of Holders as beneficiaries hereof with respect
to the property deposited with the Indenture Trustee payable to all or any of them, each shall survive until this Indenture or
certain obligations hereunder have been satisfied and discharged pursuant to Section 4.01(a) or Section 4.01(b).
Thereafter the obligations in Section 6.07 and Section 4.04 shall survive.


 


Section 4.02.     
Conditions to Defeasance. The Issuer may exercise the Legal Defeasance Option or the Covenant Defeasance Option with
respect to the Environmental Trust Bonds only if:


 


(a)           
the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust with the Indenture Trustee (i) cash
and/or (ii) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance
with their terms are in an amount sufficient to pay principal, interest and premium, if any, on the Environmental Trust Bonds not
therefore delivered to the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to
the Environmental Trust Bonds when scheduled to be paid and to discharge the entire indebtedness on the Environmental Trust Bonds
when due;


 


(b)          
the Issuer delivers to the Indenture Trustee a certificate from a nationally recognized firm of Independent registered public
accountants expressing its opinion that the payments of principal of and interest on the deposited U.S. Government Obligations
when due and without reinvestment plus any deposited cash will provide cash at such times and in such amounts (but, in the case
of the Legal Defeasance Option only, not more than such amounts) as will be sufficient to pay in respect of the Environmental Trust
Bonds (i) principal in accordance with the Expected Amortization Schedule therefor, (ii) interest when due and (iii) all other
sums payable hereunder by the Issuer with respect to the Environmental Trust Bonds;


 






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(c)           
 in the case of the Legal Defeasance Option, ninety-five (95) days pass after the deposit is made and during the ninety-five
(95)-day period no Default specified in Section 5.01(e) or Section 5.01(f) occurs which is continuing at the end
of the period;


 


(d)          
no Default has occurred and is continuing on the day of such deposit and after giving effect thereto;


 


(e)          
in the case of an exercise of the Legal Defeasance Option, the Issuer shall have delivered to the Indenture Trustee an Opinion
of Counsel of external counsel of the Issuer stating that (i) the Issuer has received from, or there has been published by, the
Internal Revenue Service a ruling or (ii) since the date of execution of this Indenture, there has been a change in the applicable
U.S. federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders
of the Environmental Trust Bonds will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such
legal defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as
would have been the case if such legal defeasance had not occurred;


 


(f)           
in the case of an exercise of the Covenant Defeasance Option, the Issuer shall have delivered to the Indenture Trustee an
Opinion of Counsel of external counsel of the Issuer to the effect that the Holders of the Environmental Trust Bonds will not recognize
income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal
income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance
had not occurred;


 


(g)          
the Issuer delivers to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that
all conditions precedent to the satisfaction and discharge of the Environmental Trust Bonds to the extent contemplated by this
Article IV have been complied with;


 


(h)          
the Issuer delivers to the Indenture Trustee an Opinion of Counsel of external counsel of the Issuer to the effect that:
(i) in a case under the Bankruptcy Code in which Wisconsin Electric (or any of its Affiliates, other than the Issuer) is the debtor,
the court would hold that the deposited moneys or U.S. Government Obligations would not be in the bankruptcy estate of Wisconsin
Electric (or any of its Affiliates, other than the Issuer, that deposited the moneys or U.S. Government Obligations); and (ii)
in the event Wisconsin Electric (or any of its Affiliates, other than the Issuer, that deposited the moneys or U.S. Government
Obligations) were to be a debtor in a case under the Bankruptcy Code, the court would not disregard the separate legal existence
of Wisconsin Electric (or any of its Affiliates, other than the Issuer, that deposited the moneys or U.S. Government Obligations)
and the Issuer so as to order substantive consolidation under the Bankruptcy Code of the Issuer’s assets and liabilities
with the assets and liabilities of Wisconsin Electric or such other Affiliate; and


 


(i)             the
Rating Agency Condition shall have been satisfied with respect to the exercise of any Legal Defeasance Option or Covenant Defeasance
Option.


 






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Notwithstanding any other provision of
this Section 4.02, no delivery of moneys or U.S. Government Obligations to the Indenture Trustee shall terminate any
obligation of the Issuer to the Indenture Trustee under this Indenture or the Series Supplement or any obligation of the
Issuer to apply such moneys or U.S. Government Obligations under Section 4.03 until principal of and premium, if any,
and interest on the Environmental Trust Bonds shall have been paid in accordance with the provisions of this Indenture and
the Series Supplement.


 


Section 4.03.     
Application of Trust Money. All moneys or U.S. Government Obligations deposited with the Indenture Trustee pursuant
to Section 4.01 or Section 4.02 shall be held in trust and applied by it, in accordance with the provisions of the
Environmental Trust Bonds and this Indenture, to the payment, either directly or through any Paying Agent, as the Indenture Trustee
may determine, to the Holders of the particular Environmental Trust Bonds for the payment of which such moneys have been deposited
with the Indenture Trustee, of all sums due and to become due thereon for principal, premium, if any, and interest; but such moneys
need not be segregated from other funds except to the extent required herein or in the Servicing Agreement or required by law.
Notwithstanding anything to the contrary in this Article IV, the Indenture Trustee shall deliver or pay to the Issuer from
time to time upon Issuer Request any moneys or U.S. Government Obligations held by it pursuant to Section 4.02 which, in
the opinion of a nationally recognized firm of Independent registered public accountants expressed in a written certification thereof
delivered to the Indenture Trustee (and not at the cost or expense of the Indenture Trustee), are in excess of the amount thereof
which would be required to be deposited for the purpose for which such moneys or U.S. Government Obligations were deposited; provided,
that any such payment shall be subject to the satisfaction of the Rating Agency Condition.


 


Section 4.04.    
Repayment of Moneys Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture or
the Covenant Defeasance Option or Legal Defeasance Option with respect to the Environmental Trust Bonds, all moneys then held by
any Paying Agent other than the Indenture Trustee under the provisions of this Indenture or any Intercreditor Agreement with respect
to the Environmental Trust Bonds shall, upon demand of the Issuer, be paid to the Indenture Trustee to be held and applied according
to Section 3.03 and thereupon such Paying Agent shall be released from all further liability with respect to such moneys.


 


ARTICLE
V



REMEDIES


 


Section 5.01.     
Events of Default. “Event of Default” wherever used herein, means any one or more of the following
events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation
of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental
body):


 


(a)          
default in the payment of any interest on any Environmental Trust Bond when the same becomes due and payable (whether such
failure to pay interest is caused by a shortfall in Environmental Control Charges received or otherwise), and such default shall
continue for a period of five (5) Business Days;


 






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(b)          
 default in the payment of the then unpaid principal of any Environmental Trust Bond of any Tranche on the Final Maturity
Date for such Tranche;


 


(c)          
default in the observance or performance of any covenant or agreement of the Issuer made in this Indenture (other than defaults
specified in Section 5.01(a) or Section 5.01(b)), and such default shall continue or not be cured, for a period of
thirty (30) days after the earlier of (i) the date that there shall have been given, by registered or certified mail, to the Issuer
by the Indenture Trustee or to the Issuer and the Indenture Trustee by the Holders of at least 25 percent of the Outstanding Amount
of the Environmental Trust Bonds, a written notice specifying such default and requiring it to be remedied and stating that such
notice is a “Notice of Default” hereunder or (ii) the date that the Issuer has actual knowledge of the default;


 


(d)          
any representation or warranty of the Issuer made in this Indenture or in any certificate or other writing delivered pursuant
hereto or in connection herewith proving to have been incorrect in any material respect as of the time when the same shall have
been made, and the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been
eliminated or otherwise cured, within thirty (30) days after the earlier of (i) the date that there shall have been given, by registered
or certified mail, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by the Holders of at least
25 percent of the Outstanding Amount of the Environmental Trust Bonds, a written notice specifying such incorrect representation
or warranty and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder or (ii)
the date the Issuer has actual knowledge of the default;


 


(e)           
the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Issuer or any
substantial part of the Environmental Trust Bond Collateral in an involuntary case or proceeding under any applicable U.S. federal
or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Environmental Trust Bond
Collateral, or ordering the winding-up or liquidation of the Issuer’s affairs, and such decree or order shall remain unstayed
and in effect for a period of ninety (90) consecutive days;


 


(f)           
the commencement by the Issuer of a voluntary case under any applicable U.S. federal or state bankruptcy, insolvency or
other similar law now or hereafter in effect, or the consent by the Issuer to the entry of an order for relief in an involuntary
case or proceeding under any such law, or the consent by the Issuer to the appointment or taking possession by a receiver, liquidator,
assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Environmental Trust
Bond Collateral, or the making by the Issuer of any general assignment for the benefit of creditors, or the failure by the Issuer
generally to pay its debts as such debts become due, or the taking of action by the Issuer in furtherance of any of the foregoing;
or


 


(g)          
any act or failure to act by the State of Wisconsin or any of its agencies (including the PSCW), officers or employees which
violates or is not in accordance with the State Pledge.


 






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The Issuer shall deliver to a Responsible
Officer of the Indenture Trustee and to the Rating Agencies, within five (5) days after a Responsible Officer of the Issuer has
knowledge of the occurrence thereof, written notice in the form of an Officer’s Certificate of any event (i) which is an
Event of Default under Section 5.01(a), Section 5.01(b), Section 5.01(f) or Section 5.01(g) or (ii)
that with the giving of notice, the lapse of time, or both, would become an Event of Default under Section 5.01(c), Section
5.01(d) or Section 5.01(e), including, in each case, the status of such Default or Event of Default and what action
the Issuer is taking or proposes to take with respect thereto.


 


Section 5.02.     
Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default under
Section 5.01(g)) should occur and be continuing, then and in every such case the Indenture Trustee or the Holders representing
not less than a majority of the Outstanding Amount of the Environmental Trust Bonds may declare the Environmental Trust Bonds to
be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Holders), and upon
any such declaration the unpaid principal amount of the Environmental Trust Bonds, together with accrued and unpaid interest thereon
through the date of acceleration, shall become immediately due and payable.


 


At any time after such declaration of acceleration
of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee
as hereinafter in this Article V provided, the Holders representing not less than a majority of the Outstanding Amount of
the Environmental Trust Bonds, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration
and its consequences if:


 


(a)           
the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay:


 


(i)            all
payments of principal of and premium, if any, and interest on all Environmental Trust Bonds due and owing at such time as if such
Event of Default had not occurred and was not continuing and all other amounts that would then be due hereunder or upon the Environmental
Trust Bonds if the Event of Default giving rise to such acceleration had not occurred; and


 


(ii)         
all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and
advances of the Indenture Trustee and its agents and counsel; and


 


(b)          
all Events of Default, other than the nonpayment of the principal of the Environmental Trust Bonds that has become due solely
by such acceleration, have been cured or waived as provided in Section 5.12.


 


No such rescission shall affect any subsequent
default or impair any right consequent thereto.


 






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Section 5.03.     
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee.


 


(a)        If
an Event of Default under Section 5.01(a) or Section 5.01(b) has occurred and is continuing, subject to Section
10.18, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the
collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and, subject to the
limitations on recourse set forth herein, may enforce the same against the Issuer or other obligor upon the Environmental
Trust Bonds and collect in the manner provided by law out of the property of the Issuer or other obligor upon the
Environmental Trust Bonds, wherever situated the moneys payable, or the Environmental Trust Bond Collateral and the proceeds
thereof, the whole amount then due and payable on the Environmental Trust Bonds for principal, premium, if any, and interest,
with interest upon the overdue principal and premium, if any, and, to the extent payment at such rate of interest shall be
legally enforceable, upon overdue installments of interest, at the respective rate borne by the Environmental Trust Bonds or
the applicable Tranche and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its
agents and external counsel.


 


(b)         
If an Event of Default (other than an Event of Default under Section 5.01(g)) occurs and is continuing, the Indenture
Trustee shall, as more particularly provided in Section 5.04, proceed to protect and enforce its rights and the rights of
the Holders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective 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 or legal or equitable right vested in the Indenture Trustee by this Indenture
and the Series Supplement or by law, including foreclosing or otherwise enforcing the Lien of the Environmental Trust Bond Collateral
securing the Environmental Trust Bonds or applying to a court of competent jurisdiction for sequestration of revenues arising with
respect to the Environmental Control Property.


 


(c)         
If an Event of Default under Section 5.01(e) or Section 5.01(f) has occurred and is continuing, the Indenture
Trustee, irrespective of whether the principal of any Environmental Trust Bonds shall then be due and payable as therein expressed
or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions
of this Section 5.03, shall be entitled and empowered, by intervention in any Proceedings related to such Event of Default
or otherwise:


 


(i)           
to file and prove a claim or claims for the whole amount of principal, premium, if any, and interest owing and unpaid in
respect of the Environmental Trust Bonds and to file such other papers or documents as may be necessary or advisable in order to
have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor
Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred,
and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad
faith) and of the Holders allowed in such Proceedings;


 


(ii)       
unless prohibited by applicable law and regulations, to vote on behalf of the Holders in any election of a trustee in bankruptcy,
a standby trustee or Person performing similar functions in any such Proceedings;


 






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(iii)       
 to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts
received with respect to the claims of the Holders and of the Indenture Trustee on their behalf; and


 


(iv)        
to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims
of the Indenture Trustee or the Holders allowed in any judicial proceeding relative to the Issuer, its creditors and its property;


 


and any trustee, receiver, liquidator, custodian
or other similar official in any such Proceeding is hereby authorized by each of such Holders to make payments to the Indenture
Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Holders, to pay
to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor
Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all
advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.


 


(d)         
Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept
or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Environmental
Trust Bonds or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Holder
in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.


 


(e)         
All rights of action and of asserting claims under this Indenture, or under any of the Environmental Trust Bonds, may be
enforced by the Indenture Trustee without the possession of any of the Environmental Trust Bonds or the production thereof in any
trial or other Proceedings relative thereto, and any such action or proceedings instituted by the Indenture Trustee shall be brought
in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements
and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall
be for the ratable benefit of the Holders of the Environmental Trust Bonds.


 


(f)          In
any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this
Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Holders of
the Environmental Trust Bonds, and it shall not be necessary to make any Holder a party to any such Proceedings.


 


Section 5.04.     
Remedies; Priorities.


 


(a)         
If an Event of Default (other than an Event of Default under Section 5.01(g)) shall have occurred and be continuing,
the Indenture Trustee may do one or more of the following (subject to Section 5.05):


 


(i)            institute
Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the
Environmental Trust Bonds or under this Indenture with respect thereto, whether by declaration of acceleration or otherwise,
and, subject to the limitations on recovery set forth herein, enforce any judgment obtained, and collect from the Issuer or
any other obligor moneys adjudged due, upon the Environmental Trust Bonds;


 






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(ii)        
institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Environmental
Trust Bond Collateral;


 


(iii)       
exercise any remedies of a secured party under the UCC, the Statute or any other applicable law and take any other appropriate
action to protect and enforce the rights and remedies of the Indenture Trustee and the Holders of the Environmental Trust Bonds;


 


(iv)         
at the written direction of the Holders of a majority of the Outstanding Amount of the Environmental Trust Bonds, either
sell the Environmental Trust Bond Collateral or any portion thereof or rights or interest therein, at one or more public or private
sales called and conducted in any manner permitted by law, or elect that the Issuer maintain possession of all or a portion of
the Environmental Trust Bond Collateral pursuant to Section 5.05 and continue to apply the EC Charge Collection as if there
had been no declaration of acceleration; and


 


(v)          
exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Administrator, Wisconsin
Electric or the Servicer under or in connection with, and pursuant to the terms of, the Sale Agreement, the Administration Agreement,
any Intercreditor Agreement or the Servicing Agreement;


 


provided, however, that the
Indenture Trustee may not sell or otherwise liquidate any portion of the Environmental Trust Bond Collateral following such an
Event of Default, other than an Event of Default described in Section 5.01(a) or Section 5.01(b) unless (A) the Holders
of 100 percent of the Outstanding Amount of the Environmental Trust Bonds consent thereto, (B) the proceeds of such sale or liquidation
distributable to the Holders are sufficient to discharge in full all amounts then due and unpaid upon the Environmental Trust Bonds
for principal, premium, if any, and interest after taking into account payment of all amounts due prior thereto pursuant to the
priorities set forth in Section 8.02(e) or (C) the Indenture Trustee determines that the Environmental Trust Bond Collateral
will not continue to provide sufficient funds for all payments on the Environmental Trust Bonds as they would have become due if
the Environmental Trust Bonds had not been declared due and payable, and the Indenture Trustee obtains the written consent of Holders
of at least 66 2/3 percent of the Outstanding Amount of the Environmental Trust Bonds. In determining such sufficiency or insufficiency
with respect to clause (B) above and clause (C) above, the Indenture Trustee may, but need not, obtain and conclusively rely upon
an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed
action and as to the sufficiency of the Environmental Trust Bond Collateral for such purpose.


 






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(b)         If
an Event of Default under Section 5.01(g) shall have occurred and be continuing, the Indenture Trustee, for the
benefit of the Secured Parties, shall be entitled and empowered, to the extent permitted by applicable law, to institute or
participate in Proceedings necessary to compel performance of or to enforce the State Pledge and to collect any monetary
damages incurred by the Holders or the Indenture Trustee as a result of any such Event of Default, and may prosecute any such
Proceeding to final judgment or decree. Such remedy shall be the only remedy that the Indenture Trustee may exercise if the
only Event of Default that has occurred and is continuing is an Event of Default under Section 5.01(g).


 


(c)         
If the Indenture Trustee collects any money pursuant to this Article V, it shall pay out such money in accordance
with the priorities set forth in Section 8.02(e).


 


Section 5.05.     Optional
Preservation of the Collateral. If the Environmental Trust Bonds have been declared to be due and payable under Section
5.02 following an Event of Default and such declaration and its consequences have not been rescinded and annulled, the Indenture
Trustee may, but need not, elect to maintain possession of all or a portion of the Environmental Trust Bond Collateral. It is
the desire of the parties hereto and the Holders that there be at all times sufficient funds for the payment of principal of and
premium, if any, and interest on the Environmental Trust Bonds, and the Indenture Trustee shall take such desire into account
when determining whether or not to maintain possession of the Environmental Trust Bond Collateral. In determining whether to maintain
possession of the Environmental Trust Bond Collateral or sell or liquidate the same, the Indenture Trustee may, but need not,
obtain and conclusively rely upon an opinion of an Independent investment banking or accounting firm of national reputation as
to the feasibility of such proposed action and as to the sufficiency of the Environmental Trust Bond Collateral for such purpose.


 


Section 5.06.      Limitation
of Suits. No Holder of any Environmental Trust Bond shall have any right to institute any Proceeding, judicial or otherwise,
to avail itself of any remedies provided in the Statute or to avail itself of the right to foreclose on the Environmental Trust
Bond Collateral or otherwise enforce the Lien and the security interest on the Environmental Trust Bond Collateral with respect
to this Indenture and the Series Supplement, or for the appointment of a receiver or trustee, or for any other remedy hereunder,
unless:


 


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


 


(b)         
the Holders of not less than a majority of the Outstanding Amount of the Environmental Trust Bonds have made written request
to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee
hereunder;


 


(c)         
such Holder or Holders have offered to the Indenture Trustee indemnity satisfactory to it against the costs, expenses and
liabilities to be incurred in complying with such request;


 


(d)         
the Indenture Trustee for sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to
institute such Proceedings; and


 






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(e)          no
direction inconsistent with such written request has been given to the Indenture Trustee during such sixty-day period by the
Holders of a majority of the Outstanding Amount of the Environmental Trust Bonds; it being understood and intended that no
one or more 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 Holders or to obtain or to seek to obtain priority or
preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided.


 


In the event the Indenture Trustee shall receive
conflicting or inconsistent requests and indemnity from two or more groups of Holders, each representing less than a majority of
the Outstanding Amount of the Environmental Trust Bonds, the Indenture Trustee in its sole discretion may file a petition with
a court of competent jurisdiction to resolve such conflict or determine what action, if any, shall be taken, notwithstanding any
other provisions of this Indenture.


 


Section 5.07.     
Unconditional Rights of Holders To Receive Principal, Premium, if any, and Interest. Notwithstanding any other provisions
in this Indenture, the Holder of any Environmental Trust Bond shall have the right, which is absolute and unconditional, (a) to
receive payment of (i) the interest, if any, on such Environmental Trust Bond on the due dates thereof expressed in such Environmental
Trust Bond or in this Indenture or (ii) the unpaid principal, if any, of the Environmental Trust Bonds on the Final Maturity Date
therefor and (b) to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent
of such Holder.


 


Section 5.08.     
Restoration of Rights and Remedies. If the Indenture Trustee or any Holder has instituted any Proceeding to enforce
any right or remedy under this Indenture and such Proceeding has been discontinued or abandoned for any reason or has been determined
adversely to the Indenture Trustee or to such Holder, then and in every such case the Issuer, the Indenture Trustee and the Holders
shall, subject to any determination in such Proceeding, be restored severally and respectively to their former positions hereunder,
and thereafter all rights and remedies of the Indenture Trustee and the Holders shall continue as though no such Proceeding had
been instituted.


 


Section 5.09.     
Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Indenture 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 5.10.     
Delay or Omission Not a Waiver. No delay or omission of the Indenture Trustee or any Holder to exercise any right
or remedy accruing upon any Default or Event of Default shall impair any such right or remedy or constitute a waiver of any such
Default or Event of Default or an acquiescence therein. Every right and remedy given by this Article V or by law to the
Indenture Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture
Trustee or by the Holders, as the case may be.


 






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Section 5.11.     
Control by Holders. The Holders of not less than a majority of the Outstanding Amount of the Environmental Trust
Bonds (or, if less than all Tranches are affected, the affected Tranche or Tranches) shall have the right to direct the time,
method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Environmental
Trust Bonds of such Tranche or Tranches or exercising any trust or power conferred on the Indenture Trustee with respect to such
Tranche or Tranches; provided, that:


 


(a)         
such direction shall not be in conflict with any rule of law or with this Indenture or the Series Supplement and shall not
involve the Indenture Trustee in any personal liability or expense;


 


(b)         
subject to other conditions specified in Section 5.04, any direction to the Indenture Trustee to sell or liquidate
any Environmental Trust Bond Collateral shall be by the Holders representing 100 percent of the Outstanding Amount of the Environmental
Trust Bonds as provided in Section 5.04;


 


(c)         
if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Environmental
Trust Bond Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less
than 100 percent of the Outstanding Amount of the Environmental Trust Bonds to sell or liquidate the Environmental Trust Bond Collateral
shall be of no force and effect; and


 


(d)          the
Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction;


 


provided, however, that the
Indenture Trustee’s duties shall be subject to Section 6.01, and the Indenture Trustee need not take any action that
it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to such
action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which
it reasonably believes that it will not be indemnified to its satisfaction against any cost, expense or liabilities.


 


Section 5.12.     
Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Environmental Trust
Bonds as provided in Section 5.02, the Holders representing not less than a majority of the Outstanding Amount of the Environmental
Trust Bonds of an affected Tranche may waive any past Default or Event of Default and its consequences except a Default (a) in
payment of principal of or premium, if any, or interest on any of the Environmental Trust Bonds or (b) in respect of a covenant
or provision hereof which cannot be modified or amended without the consent of the Holder of each Environmental Trust Bond of all
Tranches affected. In the case of any such waiver, the Issuer, the Indenture Trustee and the Holders shall be restored to their
former positions and rights hereunder, respectively, but no such waiver shall extend to any subsequent or other Default or Event
of Default or impair any right consequent thereto.


 


Upon any such waiver, such Default shall
cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be
deemed to have been cured and not to have occurred, for every purpose of this Indenture, but no such waiver shall extend to
any subsequent or other Default or Event of Default or impair any right consequent thereto


 






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Section 5.13.     
Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Environmental Trust Bond by such
Holder’s 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 Indenture Trustee for any action taken,
suffered or omitted by it as Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs
of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against
any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section 5.13 shall not apply to (a) any suit instituted by the Indenture Trustee, (b) any suit
instituted by any Holder, or group of Holders, in each case holding in the aggregate more than ten (10) percent of the Outstanding
Amount of the Environmental Trust Bonds or (c) any suit instituted by any Holder for the enforcement of the payment of (i) interest
on any Environmental Trust Bond on or after the due dates expressed in such Environmental Trust Bond and in this Indenture or (ii)
the unpaid principal, if any, of any Environmental Trust Bond on or after the Final Maturity Date therefor.


 


Section 5.14.      
Waiver of Stay or Extension Laws. The Issuer covenants (to the extent that it may lawfully do so) that it will not
at any time insist upon or plead or, in any manner whatsoever, claim or take the benefit or advantage of, any stay or extension
law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture;
and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and
covenants that it will not hinder, delay or impede the execution of any power herein granted to the Indenture Trustee, but will
suffer and permit the execution of every such power as though no such law had been enacted.


 


Section 5.15.     
Action on Environmental Trust Bonds. The Indenture Trustee’s right to seek and recover judgment on the Environmental
Trust Bonds or under this Indenture shall not be affected by the seeking, obtaining or application of any other relief under or
with respect to this Indenture. Neither the Lien of this Indenture nor any rights or remedies of the Indenture Trustee or the Holders
shall be impaired by the recovery of any judgment by the Indenture Trustee against the Issuer or by the levy of any execution under
such judgment upon any portion of the Environmental Trust Bond Collateral or any other assets of the Issuer.


 


ARTICLE
VI



THE INDENTURE TRUSTEE


 


Section 6.01.      
Duties of Indenture Trustee.


 


(a)         
If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise 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 such person’s own affairs.


 






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(b)         
 Except during the continuance of an Event of Default:


 


(i)          
the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture,
and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and


 


(ii)         
in the absence of bad faith on its part, the Indenture 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 Indenture Trustee and conforming
on their face to the requirements of this Indenture.


 


(c)         
The Indenture Trustee may not be relieved from liability for its own negligent action, its own bad faith, its own negligent
failure to act or its own willful misconduct, except that:


 


(i)           
this Section 6.01(c) does not limit the effect of Section 6.01(b);


 


(ii)         
the Indenture Trustee shall not be liable for any error of judgment made in good faith by the Indenture Trustee unless it
is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and


 


(iii)        
the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance
with a direction received by it hereunder.


 


(d)         
Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to Section 6.01(a),
Section 6.01(b) and Section 6.01(c).


 


(e)          The
Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing
with the Issuer.


 


(f)          
Money held in trust by the Indenture Trustee need not be segregated from other funds held by the Indenture Trustee except
to the extent required by law or the terms of this Indenture or any Intercreditor Agreement.


 


(g)         
No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur 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 to believe that repayments of such funds or indemnity satisfactory to it against such risk or liability is not
reasonably assured to it.


 


(h)          Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture
Trustee shall be subject to the provisions of this Section 6.01 and to the provisions of the Trust Indenture Act.


 


(i)           In
the event that the Indenture Trustee is also acting as Paying Agent or Environmental Trust Bond Registrar hereunder, the protections
of this Article VI shall also be afforded to the Indenture Trustee in its capacity as Paying Agent or Environmental Trust
Bond Registrar.


 






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(j)            Except
for the express duties of the Indenture Trustee set forth in the Basic Documents, the Indenture Trustee shall have no obligation
to administer, service or collect Environmental Control Property or to maintain, monitor or otherwise supervise the administration,
servicing or collection of the Environmental Control Charges.


 


(k)           Under no circumstance shall the Indenture Trustee be
liable for any indebtedness of the Issuer, the Servicer or the Seller evidenced by or arising under the Environmental Trust
Bonds or the Basic Documents. None of the provisions of this Indenture shall in any event require the Indenture Trustee to
perform or to be responsible for the performance of any of the Servicer’s obligations under the Basic Documents.


 


(l)            Commencing
with March 15, 2022, on or before March 15th of each fiscal year ending December 31, the Indenture Trustee shall (i) deliver to
the Issuer a report (in form and substance reasonably satisfactory to the Issuer and addressed to the Issuer and signed by an
authorized officer of the Indenture Trustee) regarding the Indenture Trustee’s assessment of compliance, during the immediately
preceding fiscal year ended December 31, with each of the applicable servicing criteria specified on Exhibit C hereto as
required under Rule 13a-18 and Rule 15d-18 under the Exchange Act and Item 1122 of Regulation AB and (ii) deliver to the Issuer
a report of an Independent registered public accounting firm reasonably acceptable to the Issuer that attests to and reports on,
in accordance with Rule 1-02(a)(3) and Rule 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, the assessment
of compliance made by the Indenture Trustee and delivered pursuant to Section 6.01(l)(i).


 


(m)         The
Indenture Trustee shall not be required to take any action it is directed to take under this Indenture if the Indenture Trustee
determines in good faith that the action so directed is inconsistent with the Indenture, any other Basic Document or Applicable
Law, or would involve the Indenture Trustee in personal liability.


 


(n)          The
Indenture Trustee shall not be responsible for special, indirect, punitive or consequential damages, except for its own willful
misconduct, negligence or bad faith.


 


(o)          In
no event shall the Indenture Trustee be liable for failure to perform its duties hereunder if such failure is a direct result of
another party’s failure to perform its obligations hereunder.


 


(p)          Any
discretion, permissive right or privilege of the Indenture Trustee hereunder shall not be deemed to be or otherwise construed as
a duty or obligation.


 


(q)          The
Indenture Trustee’s receipt of publicly available reports hereunder shall not constitute notice of any information contained
therein or determinable therefrom, including but not limited to a party’s compliance with covenants under the Indenture.


 






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Section 6.02.     
Rights of Indenture Trustee.


 


(a)          The
Indenture Trustee may conclusively rely and shall be fully protected in relying on any document (including electronic documents
and communications delivered in accordance with the terms of this Indenture) believed by it to be genuine and to have been signed
or presented by the proper person. The Indenture Trustee need not investigate any fact or matter stated in such document.


 


(b)          Before
the Indenture Trustee acts or refrains from acting, it may require and shall be entitled to receive an Officer’s Certificate
or an Opinion of Counsel of external counsel of the Issuer (at no cost or expense to the Indenture Trustee) that such action is
required or permitted hereunder. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith
in reliance on such Officer’s Certificate or Opinion of Counsel.


 


(c)           The
Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through
agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence
on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder.
The Indenture Trustee shall give prompt written notice to the Rating Agencies, of the appointment of any such agent, custodian
or nominee to whom it delegates any of its express duties under this Indenture; provided, that the Indenture Trustee shall
not be obligated to give such notice (i) if the Issuer or the Holders have directed the Indenture Trustee to appoint such agent,
custodian or nominee (in which event the Issuer shall give prompt notice to the Rating Agencies of any such direction) or (ii)
of the appointment of any agents, custodians or nominees made at any time that an Event of Default on account of non-payment of
principal or interest on the Environmental Trust Bonds or insolvency of the Issuer has occurred and is continuing.


 


(d)          The
Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized
or within its rights or powers; provided, however, that the Indenture Trustee’s conduct does not constitute
willful misconduct, negligence or bad faith.


 


(e)           The
Indenture Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this
Indenture and the Environmental Trust Bonds shall be full and complete authorization and protection from liability in respect
to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.


 


(f)           The
Indenture Trustee shall be under no obligation to (i) take any action or exercise any of the rights or powers vested in it by
this Indenture or any other Basic Document at the request or direction of any of the Holders pursuant to this Indenture or (ii)
to institute, conduct or defend any litigation hereunder or thereunder or in relation hereto or thereto or to investigate any
matter, at the request, order or direction of any of the Holders pursuant to the provisions of this Indenture and the Series Supplement
or otherwise, unless it shall have grounds to believe in its discretion that security or indemnity against the costs, expenses
and liabilities which may be incurred therein or thereby is to its satisfaction assured to it.


 






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(g)          In
no event shall the Indenture 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,
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 systems services, it being understood that the Indenture 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.


 


(h)          The
Indenture Trustee shall not be deemed to have notice or knowledge of any Default or Event of Default unless a Responsible Officer
of the Indenture Trustee has actual knowledge thereof or the Indenture Trustee has received written notice thereof pursuant to
Section 10.04(a)(i).


 


Section 6.03.     
Individual Rights of Indenture Trustee. The Indenture Trustee in its individual or any other capacity may become
the owner or pledgee of Environmental Trust Bonds and may otherwise deal with the Issuer or its Affiliates with the same rights
it would have if it were not Indenture Trustee. Any Paying Agent, Environmental Trust Bond Registrar, co-registrar or co-paying
agent or agent appointed under Section 3.02 may do the same with like rights. However, the Indenture Trustee must comply
with Section 6.11 and Section 6.12.


 


Section 6.04.     
Indenture Trustee’s Disclaimer. The Indenture Trustee shall not be responsible for and makes no representation
(other than as set forth in Section 6.13) as to the validity or adequacy of this Indenture or the Environmental Trust Bonds,
it shall not be accountable for the Issuer’s use of the proceeds from the Environmental Trust Bonds, and it shall not be
responsible for any statement of the Issuer in this Indenture or in any document issued in connection with the sale of the Environmental
Trust Bonds or in the Environmental Trust Bonds other than the Indenture Trustee’s certificate of authentication. The Indenture
Trustee shall not be responsible for the form, character, genuineness, sufficiency, value or validity of any of the Environmental
Trust Bond Collateral, or for or in respect of the Environmental Trust Bonds (other than the certificate of authentication for
the Environmental Trust Bonds) or the Basic Documents, and the Indenture Trustee shall in no event assume or incur any liability,
duty or obligation to any Holder, other than as expressly provided in this Indenture. The Indenture Trustee shall not be liable
for the default or misconduct of the Issuer, the Seller or the Servicer under the Basic Documents or otherwise, and the Indenture
Trustee shall have no obligation or liability to perform the obligations of such Persons.


 


Section 6.05.      Notice
of Defaults. If a Default occurs and is continuing and if it is actually known to a Responsible Officer of the Indenture
Trustee, the Indenture Trustee shall mail to each Rating Agency and each Holder notice of the Default within ten (10)
Business Days after such Default was actually known to a Responsible Officer of the Indenture Trustee (provided that the
Indenture Trustee shall give the Rating Agencies prompt notice of any payment default in respect of the Environmental Trust
Bonds). Except in the case of a Default in payment of principal of and premium, if any, or interest on any Environmental
Trust Bond, the Indenture Trustee may withhold the notice if a Responsible Officer in good faith determines that prompt
notice of the Default is not likely to be material to Holders and the Default is likely to be cured and therefore that
withholding the notice is in the interests of Holders. Except for an Event of Default under Section 5.01(a) or Section
5.01(b) that occurs at a time when the Indenture Trustee is acting as the Paying Agent, and except as provided in the
first sentence of this Section 6.05, in no event shall the Indenture Trustee be deemed to have knowledge of a
Default.


 






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Section 6.06.     
Reports by Indenture Trustee to Holders.


 


(a)           So
long as Environmental Trust Bonds are Outstanding and the Indenture Trustee is the Environmental Trust Bond Registrar and Paying
Agent, upon the written request of any Holder or the Issuer, within the prescribed period of time for tax reporting purposes after
the end of each calendar year, the Indenture Trustee shall deliver to each relevant current or former Holder such information
in its possession as may be required to enable such Holder to prepare its U.S. federal income and any applicable local or State
tax returns. If the Environmental Trust Bond Registrar and Paying Agent is other than the Indenture Trustee, such Environmental
Trust Bond Registrar and Paying Agent, within the prescribed period of time for tax reporting purposes after the end of each calendar
year, shall deliver to each relevant current or former Holder such information in its possession as may be required to enable
such Holder to prepare its U.S. federal income and any applicable local or State tax returns.


 


(b)          On
or prior to each Payment Date or Special Payment Date therefor, the Indenture Trustee will deliver to each Holder of the Environmental
Trust Bonds on such Payment Date or Special Payment Date a statement as provided and prepared by the Servicer, which will include
(to the extent applicable) the following information (and any other information so specified in the Series Supplement) as to the
Environmental Trust Bonds with respect to such Payment Date or Special Payment Date or the period since the previous Payment Date,
as applicable:


 


(i)             the
amount of the payment to Holders allocable to principal, if any;


 


(ii)            the
amount of the payment to Holders allocable to interest;


 


(iii)           the
aggregate Outstanding Amount of the Environmental Trust Bonds, before and after giving effect to any payments allocated to principal
reported under Section 6.06(b)(i);


 


(iv)           the
difference, if any, between the amount specified in Section 6.06(b)(iii) and the Outstanding Amount specified in the related
Expected Amortization Schedule;


 


(v)            any
other transfers and payments to be made on such Payment Date or Special Payment Date, including amounts paid to the Indenture
Trustee and to the Servicer; and


 


(vi)           the
amounts on deposit in the Capital Subaccount and the Excess Funds Subaccount, after giving effect to the foregoing payments


 


(c)          The
Issuer shall send a copy of each of the Certificate of Compliance delivered to it pursuant to Section 3.03 of the Servicing
Agreement and the Annual Accountant’s Report delivered to it pursuant to Section 3.04 of the Servicing Agreement
to the Rating Agencies, the Indenture Trustee and to the Servicer for posting on the 17g-5 Website in accordance with Rule 17g-5
under the Exchange Act. A copy of such certificate and report may be obtained by any Holder by a request in writing to the Indenture
Trustee.


 






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(d)          The
Indenture Trustee may consult with counsel and the advice or opinion of such counsel with respect to legal matters relating to
this Indenture and the Environmental Trust Bonds shall be full and complete authorization and protection from liability with respect
to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.


 


Section 6.07.      Compensation
and Indemnity. The Issuer shall pay to the Indenture Trustee from time to time reasonable compensation for its services.
The Indenture Trustee’s compensation shall not, to the extent permitted by law, be limited by any law on compensation
of a trustee of an express trust. The Issuer shall reimburse the Indenture Trustee for all reasonable out-of-pocket expenses,
disbursements and advances incurred or made by it, including costs of collection, in addition to the compensation for its
services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture
Trustee’s agents, counsel, accountants and experts. The Issuer shall indemnify and hold harmless the Indenture Trustee
and its officers, directors, employees and agents (each an “Indemnified Person”) against any and all cost,
damage, loss, liability, tax or expense (including reasonable attorneys’ fees and expenses, the fees of experts and
agents and any reasonable extraordinary out-of-pocket expenses) incurred by it in connection with the administration and the
enforcement of this Indenture, the Series Supplement and the other Basic Documents, including the costs and expenses of
defending themselves against any claim of liability in connection with the exercise of the Indenture Trustee’s rights,
powers and obligations under this Indenture, the Series Supplement and the other Basic Documents and the performance of its
duties hereunder and obligations under or pursuant to this Indenture, the Series Supplement and the other Basic Documents and
the costs of defending any claim or bringing any claim to enforce the Issuer’s indemnification obligations hereunder.
The Issuer shall not be required to indemnify the Indemnified Person for any amount paid or payable by such Indemnified
Person in the settlement of any action, proceeding or investigation without the prior written consent of the Issuer which
consent shall not be unreasonably withheld. Promptly after receipt by an Indemnified Person of notice of the commencement of
any action, proceeding or investigation, such Indemnified Person shall, if a claim in respect thereof is to be made against
the Issuer under this Section 6.07, notify the Issuer in writing of the commencement thereof. Failure by an
Indemnified Person to so notify the Issuer shall not relieve the Issuer from the obligation to indemnify and hold harmless
such Indemnified Person under this Section 6.07. With respect to any action, proceeding or investigation brought by a
third party for which indemnification may be sought under this Section 6.07, the Issuer shall be entitled to conduct
and control, at its expense and with counsel of its choosing that is reasonably satisfactory to such Indemnified Person, the
defense of any such action, proceeding or investigation (in which case the Issuer shall not thereafter be responsible for the
fees and expenses of any separate counsel retained by such Indemnified Person except as set forth below); provided that such
Indemnified Person shall have the right to participate in such action, proceeding or investigation through counsel chosen by
it and at its own expense. Notwithstanding the Issuer’s election to assume the defense of any action, proceeding or
investigation, such Indemnified Person shall have the right to employ separate counsel (including local counsel), and the
Issuer shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the defendants in any such action
include both the Indemnified Person and the Issuer and the Indemnified Person shall have reasonably concluded that there may
be legal defenses available to it that are different from or additional to those available to the Issuer, (ii) the Issuer
shall not have employed counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person within
a reasonable time after notice of the institution of such action or (iii) the Issuer shall authorize the Indemnified Person
to employ separate counsel at the expense of the Issuer. Notwithstanding the foregoing, the Issuer shall not be obligated to
pay for the fees, costs and expenses of more than one separate counsel for the Indemnified Person other than one local
counsel, if appropriate. The Issuer need not reimburse any expense or indemnify against any loss, liability or expense
incurred by the Indenture Trustee through the Indemnified Person’s own willful misconduct, negligence or bad faith. The
rights of the Indenture Trustee set forth in this Section 6.07 are subject to and limited by the priority of payments
set forth in Section 8.02(e).


 






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The payment obligations to the Indenture Trustee
pursuant to this Section 6.07 shall survive the discharge of this Indenture and the Series Supplement or the earlier resignation
or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in
Section 5.01(e) or Section 5.01(f) with respect to the Issuer, the expenses are intended to constitute expenses of
administration under the Bankruptcy Code or any other applicable U.S. federal or State bankruptcy, insolvency or similar law


 


Section 6.08.     
Replacement of Indenture Trustee and Securities Intermediary.


 


(a)           The
Indenture Trustee (or any other Eligible Institution in any capacity under the Indenture) may resign at any time upon thirty (30)
days’ prior written notice to the Issuer subject to Section 6.08(c). The Holders of a majority of the Outstanding
Amount of the Environmental Trust Bonds may remove the Indenture Trustee (or any other Eligible Institution in any capacity under
the Indenture) with thirty (30) days’ prior written notice by so notifying the Indenture Trustee (or such other Eligible
Institution) and may appoint a successor Indenture Trustee (or successor Eligible Institution in the applicable capacity). The
Issuer shall remove the Indenture Trustee if:


 


(i)             the
Indenture Trustee fails to comply with Section 6.11;


 


(ii)            the
Indenture Trustee is adjudged a bankrupt or insolvent;


 


(iii)           a
receiver or other public officer takes charge of the Indenture Trustee or its property;


 


(iv)           the
Indenture Trustee otherwise becomes incapable of acting; or


 


(v)            the
Indenture Trustee fails to provide to the Issuer any information reasonably requested by the Issuer pertaining to the Indenture
Trustee and necessary for the Issuer or the Sponsor to comply with its respective reporting obligations under the Exchange Act
and Regulation AB and such failure is not resolved to the Issuer’s and the Indenture Trustee’s mutual satisfaction
within a reasonable period of time.


 






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Any removal or resignation of the Indenture
Trustee shall also constitute a removal or resignation of the Securities Intermediary. The Issuer shall remove any person (other
than the Indenture Trustee) acting in any capacity under the Indenture that fails to constitute an Eligible Institution with 30
days’ prior notice.


 


(b)          If
the Indenture Trustee gives notice of resignation or is removed or if a vacancy exists in the office of Indenture Trustee for
any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuer shall
promptly appoint a successor Indenture Trustee and Securities Intermediary. If any person (other than the Indenture Trustee) acting
in any capacity under the Indenture as an Eligible Institution is removed, fails to constitute an Eligible Institution or if a
vacancy exists in any such capacity for any reason, the Issuer shall promptly appoint a successor to such capacity that constitutes
an Eligible Institution.


 


(c)           A
successor Indenture Trustee (or any other successor Eligible Institution) shall deliver a written acceptance of its appointment
as the Indenture Trustee and as the Securities Intermediary (or any such other capacity) to the retiring Indenture Trustee (or
any such other capacity) and to the Issuer. Thereupon the resignation or removal of the retiring Indenture Trustee (or any such
other Person) shall become effective, and the successor Indenture Trustee (or such other successor Eligible Institution) shall
have all the rights, powers and duties of the Indenture Trustee and Securities Intermediary (or such other Eligible Institution),
as applicable, under this Indenture and the other Basic Documents. No resignation or removal of the Indenture Trustee (or any
other Person acting as an Eligible Institution) pursuant to this Section 6.08 shall become effective until acceptance of
the appointment by a successor Indenture Trustee having the qualifications set forth in Section 6.11 (or acceptance of
the appointment by such other successor Eligible Institution). Notice of any such appointment shall be promptly given to each
Rating Agency by the successor Indenture Trustee. The successor Indenture Trustee shall mail a notice of its succession (or the
succession of any other Eligible Institution) to Holders. The retiring Indenture Trustee shall promptly transfer all property
held by it as Indenture Trustee to the successor Indenture Trustee. The retiring Eligible Institution shall promptly transfer
all property held by it in its capacity hereunder to the successor Eligible Institution).


 


(d)          If
a successor Indenture Trustee (or other successor Eligible Institution) does not take office within sixty (60) days after the
retiring Indenture Trustee (or other retiring Eligible Institution) resigns or is removed, the retiring Indenture Trustee (or
other retiring Eligible Institution), the Issuer or the Holders of a majority in Outstanding Amount of the Environmental Trust
Bonds may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee (or other successor
Eligible Institution).


 


(e)           If
the Indenture Trustee fails to comply with Section 6.11, any Holder may petition any court of competent jurisdiction for
the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee.


 


(f)           Notwithstanding
the replacement of the Indenture Trustee pursuant to this Section 6.08, the Issuer’s obligations under Section
6.07 shall continue for the benefit of the retiring Indenture Trustee.


 






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Section 6.09.     Successor Indenture Trustee by Merger. If the Indenture Trustee consolidates with, merges or converts into, or transfers all or
substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving
or transferee corporation or banking association without any further act shall be the successor Indenture Trustee; provided,
however, that, if such successor Indenture Trustee is not eligible under Section 6.11, then the successor Indenture
Trustee shall be replaced in accordance with Section 6.08. Notice of any such event shall be promptly given to each Rating
Agency by the successor Indenture Trustee.


 


In case at the time such successor or successors
by merger, conversion, consolidation or transfer shall succeed to the trusts created by this Indenture any of the Environmental
Trust Bonds shall have been authenticated but not delivered, any such successor to the Indenture Trustee may adopt the certificate
of authentication of any predecessor trustee and deliver the Environmental Trust Bonds so authenticated; and, in case at that time
any of the Environmental Trust Bonds shall not have been authenticated, any successor to the Indenture Trustee may authenticate
the Environmental Trust Bonds either in the name of any predecessor hereunder or in the name of the successor to the Indenture
Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Environmental Trust Bonds
or in this Indenture provided that the certificate of the Indenture Trustee shall have.


 


Section 6.10.    
Appointment of Co-Trustee or Separate Trustee.


 


(a)           Notwithstanding
any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which
any part of the trust created by this Indenture or the Environmental Trust Bond Collateral may at the time be located, the Indenture
Trustee shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee
or co-trustees, or separate trustee or separate trustees, of all or any part of the trust created by this Indenture or the Environmental
Trust Bond Collateral, and to vest in such Person or Persons, in such capacity and for the benefit of the Secured Parties, such
title to the Environmental Trust Bond Collateral, or any part hereof, and, subject to the other provisions of this Section
6.10, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No
co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section
6.11 and no notice to Holders of the appointment of any co-trustee or separate trustee shall be required under Section
6.08. Notice of any such appointment shall be promptly given to each Rating Agency by the Indenture Trustee.


 


(b)          Every
separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions
and conditions:


 


(i)             all
rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and
exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such
separate trustee or co-trustee is not authorized to act separately without the Indenture Trustee joining in such act), except
to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee
shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including
the holding of title to the Environmental Trust Bond Collateral or any portion thereof in any such jurisdiction) shall be exercised
and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee;


 






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(ii)            no
trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and


 


(iii)           the
Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee.


 


(c)          Any
notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then-separate
trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee
shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly
with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically
including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to,
the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee.


 


(d)          Any
separate trustee or co-trustee may at any time constitute the Indenture Trustee, its agent or its attorney-in-fact with full power
and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and
in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law,
without the appointment of a new or successor trustee.


 


Section 6.11.     Eligibility;
Disqualification. The Indenture Trustee shall at all times satisfy the requirements of Section 310(a)(1) of the Trust Indenture
Act, Section 310(a)(5) of the Trust Indenture Act and Section 26(a)(1) of the Investment Company Act. The Indenture Trustee shall
have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition and
shall have a long-term debt rating from Moody’s in one of its generic rating categories that signifies investment grade and a
long-term rating from S&P of at least “A”. The Indenture Trustee shall comply with Section 310(b) of the Trust Indenture Act,
including the optional provision permitted by the second sentence of Section 310(b)(9) of the Trust Indenture Act; provided, however,
that there shall be excluded from the operation of Section 310(b)(1) of the Trust Indenture Act any indenture or indentures under
which other securities of the Issuer are outstanding if the requirements for such exclusion set forth in Section 310(b)(1) of the
Trust Indenture Act are met.


 


Section 6.12.     Preferential
Collection of Claims Against Issuer. The Indenture Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding
any creditor relationship listed in Section 311(b) of the Trust Indenture Act. An Indenture Trustee who has resigned or been removed
shall be subject to Section 311(a) of the Trust Indenture Act to the extent indicated therein.


 






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Section 6.13.     
Representations and Warranties of Indenture Trustee. The Indenture Trustee hereby represents and warrants that:


 


(a)           the
Indenture Trustee is a national banking association validly existing under the laws of the United States of America;


 


(b)          the
Indenture Trustee has full power, authority and legal right to execute, deliver and perform its obligations under this Indenture
and the other Basic Documents to which the Indenture Trustee is a party and has taken all necessary action to authorize the execution,
delivery and performance of obligations by it of this Indenture and such other Basic Documents; and


 


(c)           No
consent, license, approval or authorization of, or filing or registration with, any governmental authority, bureau or agency is
required to be obtained that has not been obtained by the Indenture Trustee in connection with the execution, delivery or performance
by the Indenture Trustee of this Indenture and the Basic Documents to which the Indenture Trustee is a party.


 


Section 6.14.    Annual
Report by Independent Registered Public Accountants. In the event the firm of Independent registered public accountants requires
the Indenture Trustee to agree or consent to the procedures performed by such firm pursuant to Section 3.04(a) of the Servicing
Agreement, the Indenture Trustee shall deliver such letter of agreement or consent in conclusive reliance upon the direction of
the Issuer in accordance with Section 3.04(a) of the Servicing Agreement. In the event such firm requires the Indenture
Trustee to agree to the procedures performed by such firm, the Issuer shall direct the Indenture Trustee in writing to so agree;
it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the
direction of the Issuer, and the Indenture Trustee makes no independent inquiry or investigation to, and shall have no obligation
or liability in respect of, the sufficiency, validity or correctness of such procedures.


 


Section 6.15.     Custody
of Environmental Trust Bond Collateral. The Indenture Trustee shall hold such of the Environmental Trust Bond Collateral
(and any other collateral that may be granted to the Indenture Trustee) as consists of instruments, deposit accounts,
negotiable documents, money, goods, letters of credit and advices of credit in the State of New York. The Indenture Trustee
shall hold such of the Environmental Trust Bond Collateral as constitute investment property through the Securities
Intermediary (which, as of the date hereof, is U.S. Bank, National Association). The initial Securities Intermediary hereby
agrees (and each future Securities Intermediary shall agree) with the Indenture Trustee that (a) such investment property
shall at all times be credited to a securities account of the Indenture Trustee, (b) the Securities Intermediary shall treat
the Indenture Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities
account, (c) all property credited to such securities account shall be treated as a financial asset, (d) the Securities
Intermediary shall comply with entitlement orders originated by the Indenture Trustee without the further consent of any
other Person, (e) the Securities Intermediary will not agree with any Person other than the Indenture Trustee to comply with
entitlement orders originated by such other Person, (f) such securities accounts and the property credited thereto shall not
be subject to any Lien or right of set-off in favor of the Securities Intermediary or anyone claiming through it (other than
the Indenture Trustee) and (g) such agreement shall be governed by the internal laws of the State of New York. The Indenture
Trustee shall hold any Environmental Trust Bond Collateral consisting of money in a deposit account and shall act as
 “bank” for purposes of perfecting the security interest in such deposit account. Terms used in the two preceding
sentences that are defined in the UCC and not otherwise defined herein shall have the meaning set forth in the UCC. Except as
permitted by this Section 6.15 or elsewhere in this Indenture, the Indenture Trustee shall not hold Environmental
Trust Bond Collateral through an agent or a nominee.


 






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ARTICLE
VII


 


HOLDERS’ LISTS AND REPORTS


 


Section 7.01.     Issuer
to Furnish Indenture Trustee Names and Addresses of Holders. The Issuer will furnish or cause to be furnished to the Indenture
Trustee (a) not more than five (5) days after the earlier of (i) each Record Date and (ii) six (6) months after the last Record
Date, a list, in such form as the Indenture Trustee may reasonably require, of the names and addresses of the Holders as of such
Record Date, and (b) at such other times as the Indenture Trustee may request in writing, within thirty (30) days after receipt
by the Issuer of any such request, a list of similar form and content as of a date not more than ten (10) days prior to the time
such list is furnished; provided, however, that, so long as the Indenture Trustee is the Environmental Trust Bond
Registrar, no such list shall be required to be furnished.


 


Section 7.02.     Preservation
of Information; Communications to Holders.


 


(a)           The
Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Holders contained
in the most recent list furnished to the Indenture Trustee as provided in Section 7.01 and the names and addresses of Holders
received by the Indenture Trustee in its capacity as Environmental Trust Bond Registrar. The Indenture Trustee may destroy any
list furnished to it as provided in Section 7.01 upon receipt of a new list so furnished.


 


(b)          Holders
may communicate pursuant to Section 312(b) of the Trust Indenture Act with other Holders with respect to their rights under this
Indenture or under the Environmental Trust Bonds. In addition, upon the written request of any Holder or group of Holders of Outstanding
Environmental Trust Bonds evidencing not less than 10 percent of the Outstanding Amount of the Environmental Trust Bonds, the
Indenture Trustee shall afford the Holder or Holders making such request a copy of a current list of Holders for purposes of communicating
with other Holders with respect to their rights hereunder; provided, that the Indenture Trustee gives prior written notice
to the Issuer of such request.


 


(c)           The
Issuer, the Indenture Trustee and the Environmental Trust Bond Registrar shall have the protection of Section 312(c) of the Trust
Indenture Act.


 






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Section 7.03.      Reports by Issuer.


 


(a)          The
Issuer shall:


 


(i)             so
long as the Issuer or the Sponsor is required to file such documents with the SEC, provide to the Indenture Trustee, within fifteen
(15) days after the Issuer is required to file the same with the SEC, copies of the annual reports and of the information, documents
and other reports (or copies of such portions of any of the foregoing as the SEC may from time to time by rules and regulations
prescribe) which the Issuer or the Sponsor may be required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange
Act;


 


(ii)            provide
to the Indenture Trustee and file with the SEC, in accordance with rules and regulations prescribed from time to time by the SEC,
such additional information, documents and reports with respect to compliance by the Issuer with the conditions and covenants
of this Indenture as may be required from time to time by such rules and regulations; and


 


(iii)        
   supply to the Indenture Trustee (and the Indenture Trustee shall transmit by mail to all Holders described
in Section 313(c) of the Trust Indenture Act), such summaries of any information, documents and reports required to be filed
by the Issuer pursuant to Section 7.03(a)(i) and Section 7.03(a)(ii) as may be required by rules and
regulations prescribed from time to time by the SEC.


 


Except as may be provided by Section 313(c)
of the Trust Indenture Act, the Issuer may fulfill its obligation to provide the materials described in this Section 7.03(a)
by providing such materials in electronic format.


 


Delivery of such reports, information and
documents to the Indenture Trustee is for informational purposes only and the Indenture Trustee’s receipt of such shall not
constitute constructive notice of any information contained therein or determinable from information contained therein, including
the Issuer’s compliance with any of its covenants hereunder (as to which the Indenture Trustee is entitled to rely exclusively
on Officer’s Certificates).


 


(b)          Unless
the Issuer otherwise determines, the fiscal year of the Issuer shall end on December 31 of each year.


 


Section 7.04.     Reports
by Indenture Trustee. If required by Section 313(a) of the Trust Indenture Act, within sixty (60) days after March 30 of each
year, commencing with March 30, 2022, the Indenture Trustee shall mail to each Holder as required by Section 313(c) of the Trust
Indenture Act a brief report dated as of such date that complies with Section 313(a) of the Trust Indenture Act. The Indenture
Trustee also shall comply with Section 313(b) of the Trust Indenture Act; provided, however, that the initial report
so issued shall be delivered not more than twelve (12) months after the initial issuance of the Environmental Trust Bonds.


 


A copy of each report at the time of its
mailing to Holders shall be filed by the Servicer with the SEC and each stock exchange, if any, on which the Environmental
Trust Bonds are listed. The Issuer shall notify the Indenture Trustee in writing if and when the Environmental Trust Bonds
are listed on any stock exchange.


 






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ARTICLE
VIII


 


ACCOUNTS, DISBURSEMENTS AND RELEASES


 


Section 8.01.     Collection
of Money. Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall
receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and
other property payable to or receivable by the Indenture Trustee pursuant to this Indenture and the other Basic Documents. The
Indenture Trustee shall apply all such money received by it as provided in this Indenture. Except as otherwise expressly provided
in this Indenture, if any default occurs in the making of any payment or performance under any agreement or instrument that is
part of the Environmental Trust Bond Collateral, the Indenture Trustee may take such action as may be appropriate to enforce such
payment or performance, subject to Article VI, including the institution and prosecution of appropriate Proceedings. Any
such action shall be without prejudice to any right to claim a Default or Event of Default under this Indenture and any right
to proceed thereafter as provided in Article V.


 


Section 8.02.     
Collection Account.


 


(a)          Prior
to the Closing Date, the Issuer shall open or cause to be opened with the Securities Intermediary located at the Indenture
Trustee’s office located at the Corporate Trust Office, or at another Eligible Institution, one or more segregated
trust accounts in the Indenture Trustee’s name for the deposit of Estimated EC Charge Collections, EC Charge
Collections and all other amounts received with respect to the Environmental Trust Bond Collateral (the “Collection
Account”). The Collection Account will consist of three subaccounts: a general subaccount (the “General
Subaccount”); an excess funds subaccount (the “Excess Funds Subaccount”); and a capital
subaccount (the “Capital Subaccount” and, together with the General Subaccount and the Excess Funds
Subaccount, the “Subaccounts”). For administrative purposes, the Subaccounts may be established by the
Securities Intermediary as separate accounts. Such separate accounts will be recognized individually as a Subaccount and
collectively as the “Collection Account.” Prior to or concurrently with the issuance of the Environmental Trust
Bonds, the Member shall deposit into the Capital Subaccount an amount equal to the Required Capital Level. All amounts in the
Collection Account not allocated to any other subaccount shall be allocated to the General Subaccount. Prior to the Initial
Payment Date, all amounts in the Collection Account (other than funds deposited into the Capital Subaccount up to the
Required Capital Level) shall be allocated to the General Subaccount. All references to the Collection Account shall be
deemed to include reference to all subaccounts contained therein. Withdrawals from and deposits to each of the foregoing
subaccounts of the Collection Account shall be made as set forth in Section 8.02(d) and Section 8.02(e). The
Collection Account shall at all times be maintained in an Eligible Account and will be under the sole dominion and exclusive
control of the Indenture Trustee, through the Securities Intermediary, and only the Indenture Trustee shall have access to
the Collection Account for the purpose of making deposits in and withdrawals from the Collection Account in accordance with
this Indenture. Funds in the Collection Account shall not be commingled with any other moneys. All moneys deposited from time
to time in the Collection Account, all deposits therein pursuant to this Indenture and all investments made in Eligible
Investments as directed in writing by the Issuer with such moneys, including all income or other gain from such investments,
shall be held by the Securities Intermediary in the Collection Account as part of the Environmental Trust Bond Collateral as
herein provided. The Securities Intermediary shall have no liability in respect of losses incurred as a result of the
liquidation of any Eligible Investment prior to its stated maturity or its date of redemption or the failure of the Issuer or
the Servicer to provide timely written investment direction.


 






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(b)          The
Securities Intermediary hereby confirms that (i) the Collection Account is, or at inception will be established as, a “securities
account” as such term is defined in Section 8-501(a) of the UCC, (ii) it is a “securities intermediary” (as
such term is defined in Section 8-102(a)(14) of the UCC) and is acting in such capacity with respect to such accounts, (iii) the
Indenture Trustee for the benefit of the Secured Parties is the sole “entitlement holder” (as such term is defined
in Section 8-102(a)(7) of the UCC) with respect to such accounts and (iv) no other Person shall have the right to give “entitlement
orders” (as such term is defined in Section 8-102(a)(8)) with respect to such accounts. The Securities Intermediary hereby
further agrees that each item of property (whether investment property, financial asset, security, instrument or cash) received
by it will be credited to the Collection Account. Such property, other than cash, shall be treated by it as a “financial
asset” within the meaning of Section 8-102(a)(9) of the UCC. The Indenture Trustee shall hold any Environmental Trust Bond
Collateral consisting of money in the Collection Account and hereby confirms that for such purpose, the Collection Account is
a “deposit account” within the meaning of Section 9-102(a)(29) of the UCC. The Indenture Trustee further confirms
that for purposes of perfecting the security interest in such deposit account, it shall act as the “bank” within the
meaning of Section 9-102(a)(8) of the UCC. Notwithstanding anything to the contrary, the State of New York shall be deemed to
be the jurisdiction of the Securities Intermediary for purposes of Section 8-110(e) of the UCC and of the Indenture Trustee acting
as the “bank” for purposes of Section 9-304(a) of the UCC, and the Collection Account (as well as the securities entitlements
related thereto) shall be governed by the laws of the State of New York. The Securities Intermediary represents and agrees that
(i) the “account agreement” (within the meaning of the Hague Securities Convention establishing the Collection Account
is governed by the law of the State of New York and that the law of the State of New York shall govern all issues specified in
Article 2(1) of the Hague Securities Convention and (ii) at the time of entry of such account agreement, the Securities Intermediary
had one or more offices (within the meaning of the Hague Securities Convention) in the United States of America which satisfies
the criteria provided in Article 4(1)(a) or (b) of the Hague Securities Convention.


 


(c)          The
Indenture Trustee shall have sole dominion and exclusive control over all moneys in the Collection Account through the Securities
Intermediary and shall apply such amounts therein as provided in this Section 8.02.


 


(d)          Estimated
EC Charge Collections and EC Charge Collections shall be deposited in the General Subaccount as provided in Section 6.11
of the Servicing Agreement. All deposits to and withdrawals from the Collection Account, all allocations to the subaccounts of
the Collection Account and any amounts to be paid to the Servicer under Section 8.02(e) shall be made by the Indenture
Trustee in accordance with the written instructions provided by the Servicer in the Monthly Servicer’s Certificate, the
Semi-Annual Servicer’s Certificate or upon other written notice provided by the Servicer pursuant to Section 6.11(a)
of the Servicing Agreement, as applicable.


 


(e)          On
each Payment Date, the Indenture Trustee shall apply all amounts on deposit in the Collection Account, including all Investment
Earnings thereon, to pay the following amounts, in accordance with the Semi-Annual Servicer’s Certificate, in the following
priority:


 


(i)             all
amounts owed by the Issuer to the Indenture Trustee (including legal fees and expenses and outstanding indemnity amounts) shall
be paid to the Indenture Trustee (subject to Section 6.07) in an amount not to exceed the amount set forth in the Series
Supplement;


 


(ii)            the
Servicing Fee with respect to such Payment Date and all unpaid Servicing Fees for prior Payment Dates shall be paid to the Servicer;


 


(iii)           the
Administration Fee for such Payment Date shall be paid to the Administrator and the Independent Manager Fee for such Payment Date
shall be paid to the Independent Manager, and in each case with any unpaid Administration Fees or Independent Manager Fees from
prior Payment Dates;


 


(iv)           all
other ordinary and periodic Operating Expenses for such Payment Date not described above shall be paid to the parties to which
such Operating Expenses are owed;


 


(v)            Periodic
Interest for such Payment Date, including any overdue Periodic Interest (together with, to the extent lawful, interest on such
overdue Periodic Interest at the applicable Environmental Trust Bond Interest Rate), with respect to the Environmental Trust Bonds
shall be paid to the Holders of Environmental Trust Bonds;


 


(vi)           principal
due and payable on the Environmental Trust Bonds as a result of an acceleration upon an Event of Default or on the Final Maturity
Date of the Environmental Trust Bonds shall be paid to the Holders of Environmental Trust Bonds;


 


(vii)          Periodic
Principal for such Payment Date, including any overdue Periodic Principal, with respect to the Environmental Trust Bonds shall
be paid to the Holders of Environmental Trust Bonds, pro rata if there is a deficiency;


 


(viii)         any
other unpaid Operating Expenses (including fees, expenses and indemnity amounts owed to the Indenture Trustee but unpaid due to
the limitation in Section 8.02(e)(i)) and any remaining amounts owed pursuant to the Basic Documents shall be paid the
parties to which such Operating Expenses or remaining amounts are owed;


 


(ix)            replenishment
of the amount, if any, by which the Required Capital Level exceeds the amount in the Capital Subaccount as of such Payment Date
shall be allocated to the Capital Subaccount;


 






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(x)              the Return on Invested Capital then due and payable, and any related taxes thereon, shall be paid to Wisconsin Electric;


 


(xi)             the
balance, if any, shall be allocated to the Excess Funds Subaccount for distribution on subsequent Payment Dates; and


 


(xii)            after
the principal of and premium, if any, and interest on all of the Environmental Trust Bonds, and all of the other foregoing amounts
have been paid in full, including, without limitation, amounts due and payable to the Indenture Trustee under Section 6.07
or otherwise, the balance (including all amounts then held in the Capital Subaccount and the Excess Funds Subaccount), if
any, shall be paid to the Issuer, free from the Lien of this Indenture and the Series Supplement.


 


All payments to the Holders of the Environmental
Trust Bonds pursuant to Section 8.02(e)(v), Section 8.02(e)(vi) and Section 8.02(e)(vii) shall be made to
such Holders pro rata based on the respective amounts of interest and/or principal owed, unless, in the case of Environmental Trust
Bonds comprised of two or more Tranches, the Series Supplement provides otherwise. Payments in respect of principal of and premium,
if any, and interest on any Tranche of Environmental Trust Bonds will be made on a pro rata basis among all the Holders of such
Tranche. In the case of an Event of Default, then, in accordance with Section 5.04(c), in respect of any application of
moneys pursuant to Section 8.02(e)(v) or Section 8.02(e)(vi), moneys will be applied pursuant to Section 8.02(e)(v)
and Section 8.02(e)(vi), as the case may be, in such order, on a pro rata basis, based upon the interest or the principal
owed.


 


(f)               
If on any Payment Date, or, for any amounts payable under Section 8.02(e)(i), Section 8.02(e)(ii), Section
8.02(e)(iii) and Section 8.02(e)(iv), on any Business Day, funds on deposit in the General Subaccount are insufficient
to make the payments contemplated by Section 8.02(e)(i), Section 8.02(e)(ii), Section 8.02(e)(iii), Section
8.02(e)(iv), Section 8.02(e)(v), Section 8.02(e)(vi), Section 8.02(e)(vii), and Section 8.02(e)(viii),
the Indenture Trustee shall (i) first, draw from amounts on deposit in the Excess Funds Subaccount, and (ii) second,
draw from amounts on deposit in the Capital Subaccount, in each case, up to the amount of such shortfall in order to make the payments
contemplated by Section 8.02(e)(i), Section 8.02(e)(ii), Section 8.02(e)(iii), Section 8.02(e)(iv),
Section 8.02(e)(v), Section 8.02(e)(vi), Section 8.02(e)(vii) and Section 8.02(e)(viii). In addition,
if on any Payment Date funds on deposit in the General Subaccount are insufficient to make the allocations contemplated by Section
8.02(e)(ix), the Indenture Trustee shall draw from amounts on deposit in the Excess Funds Subaccount to make such allocations
to the Capital Subaccount.


 


(g)               On
any Business Day upon which the Indenture Trustee receives a written request from the Administrator stating that any Operating
Expense payable by the Issuer (but only as described in Section 8.02(e)(i), Section 8.02(e)(ii), Section 8.02(e)(iii)
and Section 8.02(e)(iv)) will become due and payable prior to the next Payment Date, and setting forth the amount and
nature of such Operating Expense, as well as any supporting documentation that the Indenture Trustee may reasonably request, the
Indenture Trustee, upon receipt of such information, will make payment of such Operating Expenses on or before the date such payment
is due from amounts on deposit in the General Subaccount, the Excess Funds Subaccount and the Capital Subaccount, in that order
and only to the extent required to make such payment.


 






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Section 8.03.     
General Provisions Regarding the Collection Account.


 


(a)               So
long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Collection
Account shall be invested in Eligible Investments and reinvested by the Indenture Trustee upon Issuer Order; provided,
however, that such Eligible Investments shall not mature or be redeemed later than the Business Day prior to the next Payment
Date or Special Payment Date, if applicable, for the Environmental Trust Bonds. All income or other gain from investments of moneys
deposited in the Collection Account shall be deposited by the Indenture Trustee in such Collection Account, and any loss resulting
from such investments shall be charged to the Collection Account. The Issuer will not direct the Indenture Trustee to make any
investment of any funds or to sell any investment held in the Collection Account unless the security interest Granted and perfected
in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further
action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested
by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel of external counsel of the Issuer
(at the Issuer’s cost and expense) to such effect. In no event shall the Indenture Trustee be liable for the selection of
Eligible Investments or for investment losses incurred thereon. The Indenture Trustee shall have no liability in respect of losses
incurred as a result of the liquidation of any Eligible Investment prior to its stated maturity or its date of redemption or the
failure of the Issuer or the Servicer to provide timely written investment direction. The Indenture Trustee shall have no obligation
to invest or reinvest any amounts held hereunder in the absence of written investment direction pursuant to an Issuer Order.


 


(b)               Subject
to Section 6.01(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in the Collection
Account resulting from any loss on any Eligible Investment included therein except for losses attributable to the Indenture Trustee’s
failure to make payments on such Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal
obligor and not as trustee, in accordance with their terms.


 


(c)              
If (i) the Issuer shall have failed to give written investment directions for any funds on deposit in the Collection Account
to the Indenture Trustee by 11:00 a.m. New York City time (or such other time as may be agreed by the Issuer and Indenture Trustee)
on any Business Day or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Environmental
Trust Bonds but the Environmental Trust Bonds shall not have been declared due and payable pursuant to Section 5.02, then
the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in such Collection Account in Eligible
Investments specified in the most recent written investment directions delivered by the Issuer to the Indenture Trustee; provided,
that if the Issuer has never delivered written investment directions to the Indenture Trustee, the Indenture Trustee shall not
invest or reinvest such funds in any investments.


 


(d)              
The parties hereto acknowledge that the Servicer may, pursuant to the Servicing Agreement, select Eligible Investments on
behalf of the Issuer.


 


(e)               Except
as otherwise provided hereunder or agreed in writing among the parties hereto, the Issuer shall retain the authority to
institute, participate and join in any plan of reorganization, readjustment, merger or consolidation with respect to the
issuer of any Eligible Investments held hereunder, and, in general, to exercise each and every other power or right with
respect to each such asset or investment as Persons generally have and enjoy with respect to their own assets and investment,
including power to vote upon any Eligible Investments.


 






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Section 8.04.     
Release of Environmental Trust Bond Collateral.


 


(a)              
So long as the Issuer is not in default hereunder and no Default hereunder would occur as a result of such action, the Issuer,
through the Servicer, may collect, sell or otherwise dispose of written-off receivables relating to any Environmental Trust Bond
Collateral, at any time and from time to time in the ordinary course of business, without any notice to, or release or consent
by, the Indenture Trustee, but only as and to the extent permitted by the Basic Documents; provided, however, that
any and all proceeds of such dispositions shall become Environmental Trust Bond Collateral and be deposited to the General Subaccount
immediately upon receipt thereof by the Issuer or any other Person, including the Servicer. Without limiting the foregoing, the
Servicer, may, at any time and from time to time without any notice to, or release or consent by, the Indenture Trustee, sell or
otherwise dispose of any Environmental Trust Bond Collateral previously written-off as a defaulted or uncollectible account in
accordance with the terms of the Servicing Agreement and the requirements of the proviso in the immediately preceding sentence.


 


(b)               The
Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from
the Lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances
that are not inconsistent with the provisions of this Indenture. No party relying upon an instrument executed by the Indenture
Trustee as provided in this Article VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into
the satisfaction of any conditions precedent or see to the application of any moneys. The Indenture Trustee shall release property
from the Lien of this Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuer Request accompanied by
an Officer’s Certificate, an Opinion of Counsel of external counsel of the Issuer (at the Issuer’s cost and expense)
and (if required by the Trust Indenture Act) Independent Certificates in accordance with Section 314(c) of the Trust Indenture
Act and Section 314(d)(1) of the Trust Indenture Act meeting the applicable requirements of Section 10.01.


 


(c)              
The Indenture Trustee shall, at such time as there are no Environmental Trust Bonds Outstanding and all sums payable to
the Indenture Trustee pursuant to Section 6.07 or otherwise have been paid, release any remaining portion of the Environmental
Trust Bond Collateral that secured the Environmental Trust Bonds from the Lien of this Indenture and release to the Issuer or any
other Person entitled thereto any funds or investments then on deposit in or credited to the Collection Account.


 


Section 8.05.      Opinion
of Counsel. The Indenture Trustee shall receive at least seven (7) days’ notice when requested by the Issuer to
take any action pursuant to Section 8.04, accompanied by copies of any instruments involved, and the Indenture Trustee
shall also require, as a condition to such action, an Opinion of Counsel of external counsel of the Issuer, in form and
substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to
complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such
action will not materially and adversely impair the perfection or priority of the remaining security for the Environmental
Trust Bonds or the rights of the Holders in contravention of the provisions of this Indenture and the Series Supplement; provided, however,
that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Environmental Trust Bond
Collateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of
any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.


 






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Section 8.06.     Reports
by Independent Registered Public Accountants. As of the Closing Date, the Issuer shall appoint a firm of Independent registered
public accountants of recognized national reputation for purposes of preparing and delivering the reports or certificates of such
accountants required by this Indenture and the Series Supplement. In the event such firm requires the Indenture Trustee to agree
to the procedures performed by such firm, the Issuer shall direct the Indenture Trustee in writing to so agree, it being understood
and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Issuer,
and the Indenture Trustee makes no independent inquiry or investigation to, and shall have no obligation or liability in respect
of, the sufficiency, validity or correctness of such procedures. Upon any resignation by, or termination by the Issuer of, such
firm, the Issuer shall provide written notice thereof to the Indenture Trustee and shall promptly appoint a successor thereto
that shall also be a firm of Independent registered public accountants of recognized national reputation. If the Issuer shall
fail to appoint a successor to a firm of Independent registered public accountants that has resigned or been terminated within
fifteen (15) days after such resignation or termination, the Indenture Trustee shall promptly notify the Issuer of such failure
in writing. If the Issuer shall not have appointed a successor within ten (10) days thereafter, the Indenture Trustee shall promptly
appoint a successor firm of Independent registered public accountants of recognized national reputation; provided, that
the Indenture Trustee shall have no liability with respect to such appointment. The fees of such Independent registered public
accountants and its successor shall be payable by the Issuer as an Operating Expense.


 


ARTICLE
IX



SUPPLEMENTAL INDENTURES


 


Section 9.01.     
Supplemental Indentures Without Consent of Holders.


 


(a)         
Subject to paragraph (c) of this Section 9.01, without the consent of the Holders of any Environmental Trust Bonds but with
prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and
from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust
Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the
following purposes:


 


(i)              to
correct or amplify the description of any property, including, without limitation, the Environmental Trust Bond Collateral, at
any time subject to the Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property
subject or required to be subjected to the Lien of this Indenture and the Series Supplement, or to subject to the Lien of this
Indenture and the Series Supplement additional property;


 






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(ii)             to
evidence the succession, in compliance with the applicable provisions hereof, of another Person to the Issuer, and the assumption
by any such successor of the covenants of the Issuer herein and in the Environmental Trust Bonds;


 


(iii)            to
add to the covenants of the Issuer, for the benefit of the Secured Parties, or to surrender any right or power herein conferred
upon the Issuer;


 


(iv)            to
convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;


 


(v)             to
cure any ambiguity or mistake, to correct or supplement any provision herein or in any supplemental indenture, including the Series
Supplement, which may be inconsistent with any other provision herein or in any supplemental indenture, including the Series Supplement,
or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture;
provided, that (A) such action shall not, as evidenced by an Opinion of Counsel of external counsel of the Issuer, adversely
affect in any material respect the interests of the Holders of the Environmental Trust Bonds and (B) the Rating Agency Condition
shall have been satisfied with respect thereto;


 


(vi)            to
evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Environmental
Trust Bonds and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration
of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;


 


(vii)           to
modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification
of this Indenture under the Trust Indenture Act or under any similar or successor federal statute hereafter enacted and to add
to this Indenture such other provisions as may be expressly required by the Trust Indenture Act;


 


(viii)          to
evidence the final terms of the Environmental Trust Bonds in the Series Supplement;


 


(ix)             to qualify the Environmental Trust Bonds for registration with a Clearing Agency;


 


(x)              to
satisfy any Rating Agency requirements;


 


(xi)             to
make any amendment to this Indenture or the Environmental Trust Bonds relating to the transfer and legending of the Environmental
Trust Bonds to comply with applicable securities laws; or


 






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(xii)           to conform the text of this Indenture or the Environmental Trust Bonds to any provision of the registration statement filed
by the Issuer with the SEC with respect to the issuance of the Environmental Trust Bonds to the extent that such provision was
intended to be a verbatim recitation of a provision of this Indenture or the Environmental Trust Bonds.


 


The Indenture Trustee is hereby authorized
to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that
may be therein contained.


 


(b)              
Subject to paragraph (c) of this Section 9.01, the Issuer and the Indenture Trustee, when authorized by an Issuer Order,
may, also without the consent of any of the Holders of the Environmental Trust Bonds, enter into an indenture or indentures supplemental
hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture
or of modifying in any manner the rights of the Holders of the Environmental Trust Bonds under this Indenture; provided,
however, that (i) such action shall not, as evidenced by an Opinion of Counsel of nationally recognized counsel of the Issuer
experienced in structured finance transactions, adversely affect in any material respect the interests of the Holders and (ii)
the Rating Agency Condition shall have been satisfied with respect thereto.


 


(c)              
Following the issuance of the Environmental Trust Bonds pursuant to the Series Supplement, this Indenture shall not be supplemented
without the approval of the PSCW if (1) such approval is required pursuant to Wis. Stat. § 196.52, or (2) such supplement
would increase the ongoing Financing Costs of the Issuer.


 


Section 9.02.      Supplemental
Indentures with Consent of Holders. Subject to paragraph (c) of Section 9.01, the Issuer and the Indenture Trustee, when authorized
by an Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of not less than a
majority of the Outstanding Amount of the Environmental Trust Bonds of each Tranche to be adversely affected, by Act of such Holders
delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in
any manner the rights of the Holders of the Environmental Trust Bonds under this Indenture; provided, however, that
no such supplemental indenture shall, without the consent of the Holder of each Outstanding Environmental Trust Bond of each Tranche
affected thereby:


 


(i)              change the date of payment of any installment of principal of or premium, if any, or interest on any Environmental Trust
Bond of such Tranche, or reduce the principal amount thereof, the interest rate thereon or premium, if any, with respect thereto;


 


(ii)             change
the provisions of this Indenture and the Series Supplement relating to the application of collections on, or the proceeds of the
sale of, the Environmental Trust Bond Collateral to payment of principal of or premium, if any, or interest on the Environmental
Trust Bonds, or change any place of payment where, or the coin or currency in which, any Environmental Trust Bond or the interest
thereon is payable;


 






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(iii)            
reduce the percentage of the Outstanding Amount of the Environmental Trust Bonds or of a 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 certain provisions of this Indenture or certain defaults hereunder and their consequences provided for
in this Indenture;


 


(iv)            reduce
the percentage of the Outstanding Amount of the Environmental Trust Bonds required to direct the Indenture Trustee to direct the
Issuer to sell or liquidate the Environmental Trust Bond Collateral pursuant to Section 5.04;


 


(v)             modify any provision of this Section 9.02, except to increase any percentage specified herein or to provide that
those provisions of this Indenture or the other Basic Documents referenced in this Section 9.02 cannot be modified or waived
without the consent of the Holder of each Outstanding Environmental Trust Bond affected thereby;


 


(vi)            modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment
of interest, principal or premium, if any, due on any Environmental Trust Bond on any Payment Date (including the calculation of
any of the individual components of such calculation) or change the Expected Amortization Schedule or Final Maturity Date of any
Tranche of Environmental Trust Bonds;


 


(vii)         
decrease the Required Capital Level;


 


(viii)         
permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part
of the Environmental Trust Bond Collateral or, except as otherwise permitted or contemplated herein, terminate the Lien of this
Indenture on any property at any time subject hereto or deprive the Holder of any Environmental Trust Bond of the security provided
by the Lien of this Indenture;


 


(ix)             cause
any material adverse U.S. federal income tax consequence to the Seller, the Issuer, the Managers, the Indenture Trustee or the
then-existing Holders; or


 


(x)              impair
the right to institute suit for the enforcement of the provisions of this Indenture regarding payment or application of funds.


 


It shall not be necessary for any Act of Holders
under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient
if such Act shall approve the substance thereof.


 


Promptly after the execution by the
Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Issuer shall mail to
the Rating Agencies a copy of such supplemental indenture and to the Holders of the Environmental Trust Bonds to which such
supplemental indenture relates either a copy of such supplemental indenture or a notice setting forth in general terms the
substance of such supplemental indenture. Any failure of the Issuer to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental indenture.


 






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Section 9.03.     Execution
of Supplemental Indentures. In executing any supplemental indenture permitted by this Article IX or the modifications
thereby of the trust created by this Indenture, the Indenture Trustee shall be entitled to receive, and subject to Section
6.01 and Section 6.02, 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 all conditions precedent, if any, provided for in
this Indenture relating to such supplemental indenture or modification have been satisfied. The Indenture Trustee may, but shall
not be obligated to, enter into any such supplemental indenture that affects the Indenture Trustee’s own rights, duties,
liabilities or immunities under this Indenture or otherwise.


 


Section 9.04.     
Effect of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the provisions hereof,
this Indenture shall be and be deemed to be modified and amended in accordance therewith with respect to each Tranche of Environmental
Trust Bonds affected thereby, and the respective rights, limitations of rights, obligations, duties, liabilities and immunities
under this Indenture of the Indenture Trustee, the Issuer and the Holders shall thereafter be determined, exercised and enforced
hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.


 


Section 9.05.     Conformity
with Trust Indenture Act. Every amendment of this Indenture and every supplemental indenture executed pursuant to this Article
IX shall conform to the requirements of the Trust Indenture Act as then in effect so long as this Indenture shall then be
qualified under the Trust Indenture Act.


 


Section 9.06.     
Reference in Environmental Trust Bonds to Supplemental Indentures. Environmental Trust Bonds authenticated and delivered
after the execution of any supplemental indenture pursuant to this Article IX may bear a notation as to any matter provided
for in such supplemental indenture. If the Issuer or the Indenture Trustee shall so determine, new Environmental Trust Bonds so
modified as to conform, in the opinion of the Indenture Trustee and the Issuer, to any such supplemental indenture may be prepared
and executed by the Issuer and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Environmental Trust
Bonds.


 


ARTICLE
X



MISCELLANEOUS


 


Section 10.01. 
Compliance Certificates and Opinions, etc.


 


(a)               Upon
any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture,
the Issuer shall furnish to the Indenture Trustee (i) an Officer’s Certificate stating that all conditions precedent,
if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel
stating that in the opinion of such counsel the proposed action is authorized or permitted and all such conditions precedent,
if any, have been complied with and (iii) (if required by the Trust Indenture Act) an Independent Certificate from a firm of
registered public accountants meeting the applicable requirements of this Section 10.01, 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, no additional certificate or opinion need be furnished.


 






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


 


(i)                 a
statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and
the definitions herein relating thereto;


 


(ii)                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;


 


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


 


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


 


(b)              
Prior to the deposit of any Environmental Trust Bond Collateral or other property or securities with the Indenture Trustee
that is to be made the basis for the release of any property or securities subject to the Lien of this Indenture, the Issuer shall,
in addition to any obligation imposed in Section 10.01(a) or elsewhere in this Indenture, furnish to the Indenture Trustee
an Officer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within
ninety (90) days of such deposit) to the Issuer of the Environmental Trust Bond Collateral or other property or securities to be
so deposited.


 


(c)              
Whenever the Issuer is required to furnish to the Indenture Trustee an Officer’s Certificate certifying or stating
the opinion of any signer thereof as to the matters described in Section 10.01(b), the Issuer shall also deliver to the
Indenture Trustee an Independent Certificate as to the same matters, if the fair value to the Issuer of the securities to be so
deposited and of all other such securities made the basis of any such withdrawal or release since the commencement of the then-current
fiscal year of the Issuer, as set forth in the certificates delivered pursuant to Section 10.01(b) and this Section 10.01(c),
is ten percent or more of the Outstanding Amount of the Environmental Trust Bonds, but such a certificate need not be furnished
with respect to any securities so deposited, if the fair value thereof to the Issuer as set forth in the related Officer’s
Certificate is less than the lesser of (A) $25,000 or (B) one percent of the Outstanding Amount of the Environmental Trust Bonds.


 






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(d)              
 Whenever any property or securities are to be released from the Lien of this Indenture other than pursuant to Section
8.02(e), the Issuer shall also furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion
of each person signing such certificate as to the fair value (within ninety (90) days of such release) of the property or securities
proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under
this Indenture in contravention of the provisions hereof.


 


(e)              
Whenever the Issuer is required to furnish to the Indenture Trustee an Officer’s Certificate certifying or stating
the opinion of any signatory thereof as to the matters described in Section 10.01(d), the Issuer shall also furnish to the
Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities with respect
thereto, or securities released from the Lien of this Indenture (other than pursuant to Section 8.02(e)) since the commencement
of the then-current calendar year, as set forth in the certificates required by Section 10.01(d) and this Section 10.01(e),
equals 10 percent or more of the Outstanding Amount of the Environmental Trust Bonds, but such certificate need not be furnished
in the case of any release of property or securities if the fair value thereof as set forth in the related Officer’s Certificate
is less than the lesser of (A) $25,000 or (B) one percent of the then Outstanding Amount of the Environmental Trust Bonds.


 


(f)                Notwithstanding
any other provision of this Section 10.01, the Indenture Trustee may (A) collect, liquidate, sell or otherwise dispose
of the Environmental Control Property and the other Environmental Trust Bond Collateral as and to the extent permitted or required
by the Basic Documents and (B) make cash payments out of the Collection Account as and to the extent permitted or required by
the Basic Documents.


 


Section 10.02. 
Form of Documents Delivered to Indenture Trustee. 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.


 


Any certificate or opinion of a Responsible
Officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations
by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his or her certificate or opinion is based are erroneous. Any Opinion of Counsel may be
based, insofar as it relates to factual matters (including financial and capital markets), upon a certificate or opinion of, or
representations by, an officer or officers of the Servicer or the Issuer and other documents necessary and advisable in the judgment
of counsel delivering such Opinion of Counsel.


 


Whenever in this Indenture, in
connection with any application or certificate or report to the Indenture Trustee, it is provided that the Issuer shall
deliver any document as a condition of the granting of such application, or as evidence of the Issuer’s compliance with
any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the
effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in
such case be conditions precedent to the right of the Issuer to have such application granted or to the sufficiency of such
certificate or report. The foregoing shall not, however, be construed to affect the Indenture Trustee’s right to rely
conclusively upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article
VI.


 






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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,
they may, but need not, be consolidated and form one instrument.


 


Section 10.03. 
Acts of Holders.


 


(a)             Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be 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 agents duly appointed in writing, and except as herein otherwise expressly provided such action shall become effective
when such instrument or instruments are delivered to the Indenture Trustee and, where it is hereby expressly required, to the
Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to
as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument
or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01)
conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 10.03.


 


(b)             The
fact and date of the execution by any Person of any such instrument or writing may be proved in any manner that the Indenture
Trustee deems sufficient.


 


(c)             The
ownership of Environmental Trust Bonds shall be proved by the Environmental Trust Bond Register.


 


(d)             Any
request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Environmental Trust Bonds
shall bind the Holder of every Environmental Trust Bond issued upon the registration thereof or in exchange therefor or in lieu
thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon,
whether or not notation of such action is made upon such Environmental Trust Bond.


 


Section 10.04. 
Notices, etc., to Indenture Trustee, Issuer and Rating Agencies. Any notice, report or other communication given
hereunder shall be in writing and shall be effective (i) upon receipt when sent through the mails, registered or certified mail,
return receipt requested, postage prepaid, with such receipt to be effective the date of delivery indicated on the return receipt,
(ii) upon receipt when sent by an overnight courier, (iii) on the date personally delivered to an authorized officer of the party
to which sent or (iv) on the date transmitted by facsimile or other electronic transmission (including email) with a confirmation
of receipt in all cases, addressed as follows:


 


(a)             in
the case of the Issuer, to WEPCo Environmental Trust Finance I, LLC, at 231 West Michigan Street, Milwaukee, Wisconsin 53201,
Attention: Anthony L. Reese, Vice President and Treasurer, Telephone: (414) 221-2579, Email:
anthony.reese@wecenergygroup.com;


 






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(b)            
in the case of the Indenture Trustee, to [•];


 


(c)            
in the case of Fitch, to Fitch Ratings, Inc., 33 Whitehall Street, New York, New York 10004, Attention: ABS Surveillance,
Telephone: (212) 908-0500, Facsimile: (212) 908-0355, Email [•];


 


(d)            
in the case of S&P, to S&P Global Ratings, a division of S&P Global Inc., Structured Credit Surveillance, 55
Water Street, New York, New York 10041, Telephone: (212) 438-8991, Email: servicer_reports@spglobal.com (all such notices to be
delivered to S&P in writing by email);


 


(e)            
in the case of Moody’s, to Moody’s Investor Services, Inc., ABS/RMBS Monitoring Department, 25th
Floor, 7 World Trade Center, 250 Greenwich Street, New York, New York, Email: servicereports@moodys.com; and


 


(f)            
in the case of the PSCW, to Public Service Commission of Wisconsin, 4822 Madison Yards Way, Madison, Wisconsin 53705, Telephone:
[_______], Email: [•].


 


Each Person listed above may, by notice given
in accordance herewith to the other Person or Persons listed above, designate any further or different address to which subsequent
notices, reports and other communications shall be sent


 


Section 10.05. 
Notices to Holders; Waiver. Where this Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class, postage prepaid to each
Holder affected by such event, at such Holder’s address as it appears on the Environmental Trust Bond Register, not later
than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. 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, and any notice that is mailed in the manner herein provided
shall conclusively be presumed to have been duly given.


 


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


 


In case, by reason of the suspension of regular
mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any event of
Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice
as shall be satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving of such notice.


 






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Where this Indenture provides for notice to
the Rating Agencies, failure to give such notice shall not affect any other rights or obligations created hereunder and shall not
under any circumstance constitute a Default or Event of Default.


 


Section 10.06. 
Rule 17g-5 Compliance. The Indenture Trustee agrees that any notice, report, request for satisfaction of the Rating
Agency Condition, document or other information provided by the Indenture Trustee to any Rating Agency under this Indenture or
any other Basic Document to which it is a party for the purpose of determining or confirming the credit rating of the Environmental
Trust Bonds or undertaking credit rating surveillance of the Environmental Trust Bonds shall be provided, substantially concurrently,
to the Servicer for posting on a password-protected website (the “17g-5 Website”). The Servicer shall be responsible
for posting all of the information on the 17g-5 Website.


 


Section 10.07. 
Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with another provision
hereof that is required to be included in this Indenture by any of the provisions of the Trust Indenture Act, such required provision
shall control.


 


The provisions of Sections 310 through 317
of the Trust Indenture Act that impose duties on any Person (including the provisions automatically deemed included herein unless
expressly excluded by this Indenture) are a part of and govern this Indenture, whether or not physically contained herein.


 


Section 10.08. 
Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.


 


Section 10.09. 
Successors and Assigns. All covenants and agreements in this Indenture and the Environmental Trust Bonds by the Issuer
shall bind its successors and assigns, whether so expressed or not. All agreements of the Indenture Trustee in this Indenture shall
bind its successors.


 


Section 10.10. 
Severability. Any provision in this Indenture or in the Environmental Trust Bonds that is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without
invalidating the remainder of such provision (if any) or the remaining provisions hereof (unless such construction shall be unreasonable),
and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.


 


Section 10.11. 
Benefits of Indenture. Nothing in this Indenture or in the Environmental Trust Bonds, express or implied, shall give
to any Person, other than the parties hereto and their successors hereunder, and the Holders, and any other party secured hereunder,
and any other Person with an ownership interest in any part of the Environmental Trust Bond Collateral, any benefit or any legal
or equitable right, remedy or claim under this Indenture.


 


Section 10.12.  Legal
Holidays. In any case where the date on which any payment is due shall not be a Business Day, then (notwithstanding any
other provision of the Environmental Trust Bonds or this Indenture) payment need not be made on such date, but may be made on
the next succeeding Business Day with the same force and effect as if made on the date on which nominally due, and no
interest shall accrue for the period from and after any such nominal date.


 






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Section 10.13. 
GOVERNING LAW. This Indenture shall be governed by and construed in accordance
with the laws of the State of New York, without reference to its conflict of law provisions (other than Section 5-1401 of the New
York General Obligations Law and Sections 9-301 through 9-306 of the NY UCC), and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws; provided, that the creation, attachment and perfection of any
Liens created hereunder in Environmental Control Property, and all rights and remedies of the Indenture Trustee and the Holders
with respect to the Environmental Control Property, shall be governed by the laws of the State of Wisconsin.


 


Section 10.14. 
Counterparts. This Indenture 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.


 


Section 10.15. 
Recording of Indenture. If this Indenture is subject to recording in any appropriate public recording offices, such
recording is to be effected by the Issuer and at its expense accompanied by an Opinion of Counsel at the Issuer’s cost and
expense (which shall be external counsel of the Issuer) to the effect that such recording is necessary either for the protection
of the Holders or any other Person secured hereunder or for the enforcement of any right or remedy granted to the Indenture Trustee
under this Indenture.


 


Section 10.16.  No
Recourse to Issuer. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer or
the Indenture Trustee on the Environmental Trust Bonds or under this Indenture or any certificate or other writing delivered
in connection herewith or therewith, against (a) any owner of a membership interest in the Issuer (including Wisconsin
Electric) or (b) any shareholder, partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee,
the Managers or any owner of a membership interest in the Issuer (including Wisconsin Electric) in its respective individual
capacity, or of any successor or assign of any of them in their respective individual or corporate capacities, except as any
such Person may have expressly agreed in writing. Each Holder by accepting an Environmental Trust Bond specifically confirms
the nonrecourse nature of these obligations, and waives and releases all such liability. The waiver and release are part of
the consideration for the issuance of the Environmental Trust Bonds. Notwithstanding any provision of this Indenture or the
Series Supplement to the contrary, Holders shall look only to the Environmental Trust Bond Collateral with respect to any
amounts due to the Holders hereunder and under the Series Supplement and the Environmental Trust Bonds and, in the event such
Environmental Trust Bond Collateral is insufficient to pay in full the amounts owed on the Environmental Trust Bonds, shall
have no recourse against the Issuer in respect of such insufficiency. Each Holder by accepting an Environmental Trust Bond
specifically confirms the nonrecourse nature of these obligations and waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Environmental Trust Bonds.


 






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Section 10.17. 
Basic Documents. The Indenture Trustee is hereby authorized to execute and deliver any other Basic Document that
it is requested to acknowledge, including, upon receipt of an Issuer Request, an Intercreditor Agreement, so long as any such Intercreditor
Agreement is substantially in the form of Exhibit D hereto, with such changes as may be agreed among the parties thereto
so long as such changes do not materially and adversely affect any Holder’s rights in and to any Environmental Trust Bond
Collateral or otherwise hereunder. Such request shall be accompanied by an Opinion of Counsel, upon which the Indenture Trustee
may rely conclusively with no duty of independent investigation or inquiry, to the effect that all conditions precedent for the
execution of an Intercreditor Agreement have been satisfied. Any Intercreditor Agreement shall be binding on the Holders.


 


Section 10.18. 
No Petition. The Indenture Trustee, by entering into this Indenture, and each Holder, by accepting an Environmental
Trust Bond (or interest therein) issued hereunder, hereby covenant and agree that they shall not, prior to the date which is one
year and one day after the termination of this Indenture, acquiesce, petition or otherwise invoke or cause the Issuer or any Manager
to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuer
under any bankruptcy or insolvency law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other
similar official of the Issuer or any substantial part of its property, or ordering the dissolution, winding up or liquidation
of the affairs of the Issuer. Nothing in this Section 10.18 shall preclude, or be deemed to estop, such Holder or the Indenture
Trustee (a) from taking or omitting to take any action prior to such date in (i) any case or proceeding voluntarily filed or commenced
by or on behalf of the Issuer under or pursuant to any such law or (ii) any involuntary case or proceeding pertaining to the Issuer
which is filed or commenced by or on behalf of a Person other than such Holder and is not joined in by such Holder (or any Person
to which such Holder shall have assigned, transferred or otherwise conveyed any part of the obligations of the Issuer hereunder)
under or pursuant to any such law or (b) from commencing or prosecuting any legal action which is not an involuntary case or proceeding
under or pursuant to any such law against the Issuer or any of its properties.


 


Section 10.19. 
Securities Intermediary. The Securities Intermediary, in acting under this Indenture, is entitled to all rights,
benefits, protections, immunities and indemnities accorded to U.S. Bank, National Association, in its capacity as Indenture Trustee
under this Indenture.


 


{SIGNATURE PAGE FOLLOWS}


 






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IN WITNESS WHEREOF, the Issuer, the Indenture
Trustee and the Securities Intermediary have caused this Indenture to be duly executed by their respective officers thereunto duly
authorized and duly attested, all as of the day and year first above written.


 


 


	 	WEPCO ENVIRONMENTAL TRUST FINANCE I, LLC,
	 	as Issuer
	 	 
	 	By:	 
	 	 	Name: [             ]
	 	 	Title:   [             ]
	 	 
	 	U.S. BANK, NATIONAL ASSOCIATION,
	 	as Indenture Trustee and as Securities Intermediary
	 	 
	 	By:	 
	 	 	Name: [             ]
	 	 	Title:   [             ]


 


Signature
Page to


Indenture


 






     


     


    

 


	STATE OF WISCONSIN	)
	 
	COUNTY OF __________	)


 


The foregoing instrument was acknowledged
before me this         day of [•], 2021, by [        ], [         ] of WEPCo Environmental Trust Finance I, LLC, a Delaware limited
liability company, on behalf of the company.


 


	 	 
	 	                        , Notary Public
	{Seal}	State of Wisconsin, County of ____________
	 	My Commission Expires:


 



     


     


    

 


	STATE OF _______	)
	 	ss.
	COUNTY OF ____	)


 


The foregoing instrument was acknowledged
before me this          day of [•], 2021, by [        ], [         ] of U.S. Bank, National Association, as Indenture Trustee and Securities
Intermediary, on behalf of the bank.


 


	 	 
	 	                                   , Notary Public,
	 	State of ________
	 	Commission Expires


 






     


     


    

 


EXHIBIT A


 


FORM OF ENVIRONMENTAL TRUST BOND


 


See attached.


 






     


     


    

 


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES
IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO THE NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE
TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


	No.  {         }	${               }
	Tranche Designation  {  }1	CUSIP No.: {               }


 


THE PRINCIPAL OF THIS TRANCHE { }
ENVIRONMENTAL TRUST BOND, SERIES 2021 (THIS “TRANCHE { } ENVIRONMENTAL TRUST BOND”) WILL BE PAID IN
INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS TRANCHE { } ENVIRONMENTAL TRUST BOND
AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE. THE HOLDER OF THIS ENVIRONMENTAL TRUST BOND HAS NO RECOURSE TO THE
ISSUER HEREOF AND AGREES TO LOOK ONLY TO THE ENVIRONMENTAL TRUST BOND COLLATERAL, AS DESCRIBED IN THE INDENTURE, FOR PAYMENT
OF ANY AMOUNTS DUE HEREUNDER. ALL OBLIGATIONS OF THE ISSUER OF THIS TRANCHE { } ENVIRONMENTAL TRUST BOND UNDER THE TERMS OF
THE INDENTURE WILL BE RELEASED AND DISCHARGED UPON PAYMENT IN FULL HEREOF OR AS OTHERWISE PROVIDED IN SECTION 3.10(b)
OR ARTICLE IV OF THE INDENTURE. THE HOLDER OF THIS TRANCHE { } ENVIRONMENTAL TRUST BOND HEREBY COVENANTS AND AGREES
THAT PRIOR TO THE DATE WHICH IS ONE (1) YEAR AND ONE (1) DAY AFTER THE PAYMENT IN FULL OF THIS TRANCHE { } ENVIRONMENTAL
TRUST BOND, IT WILL NOT INSTITUTE AGAINST, OR JOIN ANY OTHER PERSON IN INSTITUTING AGAINST, THE ISSUER ANY BANKRUPTCY,
REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS OR OTHER SIMILAR PROCEEDING UNDER THE LAWS OF THE UNITED
STATES OR ANY STATE OF THE UNITED STATES. NOTHING IN THIS PARAGRAPH SHALL PRECLUDE, OR BE DEEMED TO ESTOP, SUCH HOLDER (A)
FROM TAKING OR OMITTING TO TAKE ANY ACTION PRIOR TO SUCH DATE IN (I) ANY CASE OR PROCEEDING VOLUNTARILY FILED OR COMMENCED BY
OR ON BEHALF OF THE ISSUER UNDER OR PURSUANT TO ANY SUCH LAW OR (II) ANY INVOLUNTARY CASE OR PROCEEDING PERTAINING TO THE
ISSUER WHICH IS FILED OR COMMENCED BY OR ON BEHALF OF A PERSON OTHER THAN SUCH HOLDER AND IS NOT JOINED IN BY SUCH HOLDER (OR
ANY PERSON TO WHICH SUCH HOLDER SHALL HAVE ASSIGNED, TRANSFERRED OR OTHERWISE CONVEYED ANY PART OF THE OBLIGATIONS OF THE
ISSUER HEREUNDER) UNDER OR PURSUANT TO ANY SUCH LAW OR (B) FROM COMMENCING OR PROSECUTING ANY LEGAL ACTION WHICH IS NOT AN
INVOLUNTARY CASE OR PROCEEDING UNDER OR PURSUANT TO ANY SUCH LAW AGAINST THE ISSUER OR ANY OF ITS PROPERTIES.


 





 



 


1 The Bonds may be issued in a single tranche or
with more than one tranche. If the Bonds are issued in a single tranche, the single tranche will be designated Tranche A.


 






     


     


    

 



 


THE STATE OF WISCONSIN IS NOT LIABLE ON THIS TRANCHE { } ENVIRONMENTAL
TRUST BOND AND THIS TRANCHE { } ENVIRONMENTAL TRUST BOND IS NOT A DEBT OF THE STATE OF WISCONSIN. THE ISSUANCE OF THIS ENVIRONMENTAL
TRUST BOND DOES NOT, DIRECTLY OR INDIRECTLY OR CONTINGENTLY, OBLIGATE THE STATE OF WISCONSIN OR A POLITICAL SUBDIVISION OF THE
STATE OF WISCONSIN TO LEVY ANY TAX OR MAKE ANY APPROPRIATION FOR PAYMENT OF THIS TRANCHE { } ENVIRONMENTAL TRUST BOND.


 


WEPCO ENVIRONMENTAL TRUST FINANCE I, LLC

ENVIRONMENTAL TRUST BONDS, SERIES 2021, TRANCHE { }


 


	BOND

INTEREST

RATE	 	ORIGINAL

PRINCIPAL

AMOUNT	 	SCHEDULED

FINAL

PAYMENT DATE	 	FINAL

MATURITY

DATE
	{       }	%	$	{          }	 	{            }, 20{    }	 	{             }, 20{    }
	 	 	 	 	 	 	 	 


 


WEPCo Environmental Trust Finance I, LLC,
a limited liability company created under the laws of the State of Delaware (herein referred to as the “Issuer”),
for value received, hereby promises to pay to { }, or registered assigns, the Original Principal Amount shown above in semi-annual
installments on the Payment Dates and in the amounts specified below or, if less, the amounts determined pursuant to Section
8.02 of the Indenture, in each year, commencing on the date determined as provided below and ending on or before the Final
Maturity Date shown above and to pay interest, at the Bond Interest Rate shown above, on each { } and { } or, if any such day is
not a Business Day, the next succeeding Business Day, commencing on { }, 2021 and continuing until the earlier of the payment in
full of the principal hereof and the Final Maturity Date (each, a “Payment Date”), on the principal amount of
this Tranche { } Environmental Trust Bond. Interest on this Environmental Trust Bond will accrue for each Payment Date from the
most recent Payment Date on which interest has been paid to but excluding such Payment Date or, if no interest has yet been paid,
from the date of issuance. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. Such principal
of and interest on this Tranche { } Environmental Trust Bond shall be paid in the manner specified below.


 


The principal of and interest on this
Tranche { } Environmental Trust Bond are payable in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Tranche
{ } Environmental Trust Bond shall be applied first to interest due and payable on this Tranche { } Environmental Trust Bond
as provided above and then to the unpaid principal of and premium, if any, on this Tranche { } Environmental Trust Bond, all
in the manner set forth in the Indenture.


 






     


     


    

 


Reference is made to the further provisions
of this Tranche { } Environmental Trust Bond set forth on the reverse hereof, which shall have the same effect as though fully
set forth on the face of this Tranche { } Environmental Trust Bond.


 


Unless the certificate of authentication hereon
has been executed by the Indenture Trustee whose name appears below by manual signature, this Tranche { } Environmental Trust Bond
shall not be entitled to any benefit under the Indenture referred to below or be valid or obligatory for any purpose.


 


IN WITNESS WHEREOF, the Issuer has caused
this instrument to be signed, manually or in facsimile, by its Responsible Officer.


 


	Date: {          }, 20{  }	WEPCO ENVIRONMENTAL TRUST FINANCE I, LLC,
	 	as Issuer
	 	 
	 	 
	 	By:	 	 
	 	 	Name:	[             ]
	 	 	Title:	[             ]


 






     


     


    

 


INDENTURE TRUSTEE’S

CERTIFICATE OF AUTHENTICATION


 


Dated: { }, 20{ }


 


This is one of the Tranche { } Environmental
Trust Bonds, Series 2021, designated above and referred to in the within-mentioned Indenture.


 


	 	U.S. BANK, NATIONAL ASSOCIATION,
	 	as Indenture Trustee
	 	 
	 	 
	 	By:	 	 
	 	 	Name:	[             ]
	 	 	Title:	[             ]


 






     


     


    

 


This Tranche { } Environmental Trust Bond,
Series 2021 is one of a duly authorized issue of Environmental Trust Bonds, Series 2021 of the Issuer (herein called the “Environmental
Trust Bonds”), which Bonds are [issuable in one or more Tranches. The Environmental Trust Bonds consist of { } Tranches,]2
including this Tranche { } Environmental Trust Bond, Series 2021 (herein called the “Tranche { } Environmental Trust Bonds”),
all issued and to be issued under that certain Indenture dated as of [•], 2021 (as supplemented by the Series Supplement
(as defined below), the “Indenture”), between the Issuer and U.S. Bank, National Association, in its capacity
as indenture trustee (the “Indenture Trustee”, which term includes any successor indenture trustee under the
Indenture) and in its separate capacity as a securities intermediary (the “Securities Intermediary”, which term
includes any successor securities intermediary under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee
and the Holders of the Environmental Trust Bonds. For purposes herein, “Series Supplement” means that certain
Series Supplement dated as of [______], 2021 between the Issuer and the Indenture Trustee. All terms used in this Environmental
Trust Bond that are defined in the Indenture, as amended, restated, supplemented or otherwise modified from time to time, shall
have the meanings assigned to such terms in the Indenture.


 


All [Tranches]3
of the Environmental Trust Bonds are and will be equally and ratably secured by the Environmental Trust Bond Collateral
pledged as security therefor as provided in the Indenture.


 


The principal of this Tranche { }
Environmental Trust Bond shall be payable on each Payment Date only to the extent that amounts in the Collection Account are
available therefor, and only until the outstanding principal balance thereof on the preceding Payment Date (after giving
effect to all payments of principal, if any, made on the preceding Payment Date) has been reduced to the principal balance
specified in the Expected Amortization Schedule which is attached to the Series Supplement as Schedule A, unless
payable earlier because an Event of Default shall have occurred and be continuing and the Indenture Trustee or the Holders
representing not less than a majority of the Outstanding Amount of the Environmental Trust Bonds have declared the
Environmental Trust Bonds to be immediately due and payable in accordance with Section 5.02 of the Indenture (unless
such declaration shall have been rescinded and annulled in accordance with Section 5.02 of the Indenture). However,
actual principal payments may be made in lesser than expected amounts and at later than expected times as determined pursuant
to Section 8.02 of the Indenture. The entire unpaid principal amount of this Tranche { } Environmental Trust Bond
shall be due and payable on the Final Maturity Date hereof. Notwithstanding the foregoing, the entire unpaid principal amount
of the Environmental Trust Bonds shall be due and payable, if not then previously paid, on the date on which an Event of
Default shall have occurred and be continuing and the Indenture Trustee or the Holders of the Environmental Trust Bonds
representing not less than a majority of the Outstanding Amount of the Environmental Trust Bonds have declared the
Environmental Trust Bonds to be immediately due and payable in the manner provided in Section 5.02 of the Indenture
(unless such declaration shall have been rescinded and annulled in accordance with Section 5.02 of the Indenture). All
principal payments on the Tranche { } Environmental Trust Bonds shall be made pro rata to the Holders of the Tranche { }
Environmental Trust Bonds entitled thereto based on the respective principal amounts of the Tranche { } Environmental Trust
Bonds held by them.


 





 



 


2 If the Bonds are issued in a single Tranche, this
bracketed language will be replaced with the following: “being issued in a single Tranche,”


3 To be deleted if the Bonds are issued in a single
Tranche.


 










 






     


     


    

 


Payments of interest on this Tranche { } Environmental
Trust Bond due and payable on each Payment Date, together with the installment of principal or premium, if any, shall be made by
check mailed first-class, postage prepaid, to the Person whose name appears as the Registered Holder of this Tranche { } Environmental
Trust Bond (or one or more Predecessor Environmental Trust Bonds) on the Environmental Trust Bond Register as of the close of business
on the Record Date or in such other manner as may be provided in the Indenture or the Series Supplement, except that (a) upon application
to the Indenture Trustee by any Holder owning a Global Environmental Trust Bond evidencing this Tranche { } Environmental Trust
Bond not later than the applicable Record Date, payment will be made by wire transfer to an account maintained by such Holder,
and (b) if this Tranche { } Environmental Trust Bond is held in Book-Entry Form, payments will be made by wire transfer in immediately
available funds to the account designated by the Holder of the applicable Global Environmental Trust Bond evidencing this Tranche
{ } Environmental Trust Bond unless and until such Global Environmental Trust Bond is exchanged for Definitive Environmental Trust
Bonds (in which event payments shall be made as provided above) and except for the final installment of principal and premium,
if any, payable with respect to this Tranche { } Environmental Trust Bond on a Payment Date, which shall be payable as provided
below. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Environmental
Trust Bond Register as of the applicable Record Date without requiring that this Tranche { } Environmental Trust Bond be submitted
for notation of payment. Any reduction in the principal amount of this Tranche { } Environmental Trust Bond (or any one or more
Predecessor Environmental Trust Bonds) effected by any payments made on any Payment Date shall be binding upon all future Holders
of this Tranche { } Environmental Trust Bond and of any Environmental Trust Bond issued upon the registration of transfer hereof
or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the
Indenture, for payment in full of the then-remaining unpaid principal amount of this Tranche { } Environmental Trust Bond on a
Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered
Holder hereof as of the Record Date preceding such Payment Date by notice mailed no later than five (5) days prior to such final
Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of this Tranche
{ } Environmental Trust Bond and shall specify the place where this Tranche { } Environmental Trust Bond may be presented and surrendered
for payment of such installment.


 


The Issuer shall pay interest on overdue installments
of interest at the Bond Interest Rate to the extent lawful.


 


This Tranche { } Environmental Trust
Bond is an “environmental trust bond” as such term is defined in the Statute. Principal and interest due and
payable on this Tranche { } Environmental Trust Bond are payable from and secured primarily by Environmental Control Property
created and established by the Financing Order obtained from the Public Service Commission of Wisconsin pursuant to the
Statute. Environmental Control Property consists of the rights and interests of the Seller in the Financing Order, including
the right to impose, collect and receive Environmental Control Charges as provided in the Financing Order, the right to
obtain True-Up Adjustments of the Environmental Control Charges as provided in the Financing Order and the Statute, and all
revenues or other proceeds arising from those rights and interests.


 






     


     


    

 


Under the laws of the State of Wisconsin in
effect on the Closing Date, pursuant to Section 196.027(8) of the Statute, the State of Wisconsin has pledged to and agreed with
Holders of the Environmental Trust Bonds that the State of Wisconsin will not do any of the following: (i) take or permit any action
that impairs the value of the Environmental Control Property; (ii) except as allowed under the Statute, reduce, alter or impair
the Environmental Control Charges that are imposed, collected, and remitted for the benefit of Holders of the Environmental Trust
Bonds until any principal, interest, premium, or other charge incurred, or contract to be performed, in connection with the Environmental
Trust Bonds held by the Holders are paid or performed in full.


 


The Issuer hereby acknowledges that the purchase
of this Environmental Trust Bond by the Holder hereof or the purchase of any beneficial interest herein by any Person are made
in reliance on the foregoing pledge.


 


As provided in the Indenture and subject to
certain limitations set forth therein, the transfer of this Tranche { } Environmental Trust Bond may be registered on the Environmental
Trust Bond Register upon surrender of this Tranche { } Environmental Trust Bond for registration of transfer at the office or agency
designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by, (a) a written instrument of transfer in
form satisfactory to the Indenture Trustee duly executed by the Holder hereof or such Holder’s attorney duly authorized in
writing, with such signature guaranteed by: (i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock
Exchange Medallion Program (MSP); (iii) The Stock Exchange Medallion Program (SEMP); or (iv) such other signature guaranty program
acceptable to the Indenture Trustee, and (b) such other documents as the Indenture Trustee may require, and thereupon one or more
new Tranche { } Environmental Trust Bonds of Minimum Denominations and in the same aggregate principal amount will be issued to
the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this
Tranche { } Environmental Trust Bond, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any such registration of transfer or exchange, other than exchanges pursuant to Section
2.04 or Section 2.06 of the Indenture not involving any transfer.


 


Each Holder, by acceptance of a Tranche
{ } Environmental Trust Bond, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer or the Indenture Trustee on the Tranche { } Environmental Trust Bonds or under the Indenture or any
certificate or other writing delivered in connection therewith, against (a) any owner of a membership interest in the Issuer
(including Wisconsin Electric Power Company) or (b) any shareholder, partner, owner, beneficiary, agent, officer, director or
employee of the Indenture Trustee, the Managers or any owner of a membership interest in the Issuer (including Wisconsin
Electric Power Company) in its respective individual or corporate capacities, or of any successor or assign of any of them in
their individual or corporate capacities, except as any such Person may have expressly agreed in writing. Each Holder by
accepting a Tranche { } Environmental Trust Bond specifically confirms the nonrecourse nature of these obligations and waives
and releases all such liability. The waiver and release are part of the consideration for issuance of the Tranche { }
Environmental Trust Bonds.


 






     


     


    

 


Prior to the due presentment for registration
of transfer of this Tranche { } Environmental Trust Bond, the Issuer, the Indenture Trustee and any agent of the Issuer or the
Indenture Trustee may treat the Person in whose name this Tranche { } Environmental Trust Bond is registered (as of the day of
determination) as the owner hereof for the purpose of receiving payments of principal of and premium, if any, and interest on this
Tranche { } Environmental Trust Bond and for all other purposes whatsoever, whether or not this Tranche { } Environmental Trust
Bond be overdue, and none of the Issuer, the Indenture Trustee or any such agent shall be affected by notice to the contrary.


 


The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the
Holders of the Environmental Trust Bonds under the Indenture at any time by the Issuer with the consent of the Holders representing
not less than a majority of the Outstanding Amount of all Environmental Trust Bonds at the time outstanding of each Tranche to
be affected. The Indenture also contains provisions permitting the Holders representing specified percentages of the Outstanding
Amount of the Environmental Trust Bonds, on behalf of the Holders of all the Environmental Trust Bonds, to waive compliance by
the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Tranche { } Environmental Trust Bond (or any one of more Predecessor Environmental Trust
Bonds) shall be conclusive and binding upon such Holder and upon all future Holders of this Tranche { } Environmental Trust Bond
and of any Tranche { } Environmental Trust Bond issued upon the registration of transfer hereof or in exchange hereof or in lieu
hereof whether or not notation of such consent or waiver is made upon this Tranche { } Environmental Trust Bond. The Indenture
also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent
of Holders of the Environmental Trust Bonds issued thereunder.


 


The Indenture contains provisions for defeasance
at any time of (a) the entire indebtedness of the Issuer on this Tranche { } Environmental Trust Bond and (b) certain restrictive
covenants and the related Events of Default, upon compliance by the Issuer with certain conditions set forth in the Indenture,
which provisions apply to this Environmental Trust Bond.


 


The term “Issuer” as used in this
Tranche { } Environmental Trust Bond includes any successor to the Issuer under the Indenture.


 


The Issuer is permitted by the Indenture,
under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders under the
Indenture.


 


The Tranche { } Environmental Trust Bonds
are issuable only in registered form in denominations as provided in the Indenture and the Series Supplement subject to certain
limitations therein set forth.


 






     


     


    

 


This
TRANCHE { } Environmental Trust Bond, the Indenture and the Series Supplement shall
be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions (other than
Section 5-1401 of the New York General Obligations Law and Sections 9-301 through 9-306 of the NY UCC), and the obligations, rights
and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws; provided, that the
creation, attachment and perfection of any Liens created under the Indenture in Environmental Control Property, and all rights
and remedies of the Indenture Trustee and the Holders with respect to the Environmental Control Property, shall be governed by
the laws of the State of Wisconsin.


 


No reference herein to the Indenture and no
provision of this Tranche { } Environmental Trust Bond or of the Indenture shall alter or impair the obligation, which is absolute
and unconditional, to pay the principal of and interest on this Tranche { } Environmental Trust Bond at the times, place and rate
and in the coin or currency herein prescribed.


 


The Issuer and the Indenture Trustee, by entering
into the Indenture, and the Holders and any Persons holding a beneficial interest in any Tranche { } Environmental Trust Bond,
by acquiring any Tranche { } Environmental Trust Bond or interest therein, (a) express their intention that, solely for the purpose
of U.S. federal taxes and, to the extent consistent with applicable state, local and other tax law, solely for the purpose of state,
local and other taxes, the Tranche { } Environmental Trust Bonds qualify under applicable tax law as indebtedness of the sole owner
of the Issuer secured by the Environmental Trust Bond Collateral and (b) solely for purposes of U.S. federal taxes and, to the
extent consistent with applicable state, local and other tax law, solely for purposes of state, local and other taxes, so long
as any of the Tranche { } Environmental Trust Bonds are outstanding, agree to treat the Tranche { } Environmental Trust Bonds as
indebtedness of the sole owner of the Issuer secured by the Environmental Trust Bond Collateral unless otherwise required by appropriate
taxing authorities.


 






     


     


    

 


ABBREVIATIONS


 


The following abbreviations, when used above
on this Tranche { } Environmental Trust Bond, shall be construed as though they were written out in full according to applicable
laws or regulations.


 


	TEN COM	 	as tenants in common
	TEN ENT	 	as tenants by the entireties
	JT TEN	 	as joint tenants with right of survivorship and not as tenants in common
	UNIF GIFT MIN 

ACT	 	       (Custodian)      
	 	 	              Custodian      (minor)
	 	 	Under Uniform Gifts to Minor Act (                    )
	 	 	                              (State)


 


Additional abbreviations may also be used though not in the
above list.


 






     


     


    

 


ASSIGNMENT


 


Social Security or taxpayer I.D. or other identifying number
of assignee


 


FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto


 


	 
	(name and address of assignee)


 


the within Tranche { } Environmental Trust Bond and all rights
thereunder, and hereby irrevocably constitutes and appoints , attorney, to transfer said Tranche { } Environmental Trust Bond on
the books kept for registration thereof, with full power of substitution in the premises.


 


	 	 
	Dated:	 	 	 
	 	Signature Guaranteed:
	 	 
	 	 


 


The signature to this assignment must correspond with the name
of the registered owner as it appears on the within Tranche { } Environmental Trust Bond in every particular, without alteration,
enlargement or any change whatsoever.


 


NOTE: Signature(s) must be guaranteed by an institution that
is a member of: (i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program
(MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other signature guaranty program acceptable to the Indenture
Trustee.


 






     


     


    

 


EXHIBIT B


 


FORM OF SERIES SUPPLEMENT


 


See attached.


 






     


     


    

 


This SERIES SUPPLEMENT, dated as of [________],
2021 (this “Supplement”), by and between WEPCo Environmental Trust Finance I, LLC, a limited liability company
created under the laws of the State of Delaware (the “Issuer”), and U.S. Bank, National Association (“Bank”),
in its capacity as indenture trustee (the “Indenture Trustee”) for the benefit of the Secured Parties under
the Indenture dated as of [________], 2021, by and between the Issuer and Bank, in its capacity as Indenture Trustee and in its
separate capacity as a securities intermediary (the “Indenture”).


 


PRELIMINARY STATEMENT


 


Section 9.01 of the Indenture provides,
among other things, that the Issuer and the Indenture Trustee may at any time enter into an indenture supplemental to the Indenture
for the purposes of authorizing the issuance by the Issuer of the Environmental Trust Bonds and specifying the terms thereof. The
Issuer has duly authorized the creation of the Environmental Trust Bonds with an initial aggregate principal amount of ${ } to
be known as “Environmental Trust Bonds, Series 2021” (the “Environmental Trust Bonds”), and the
Issuer and the Indenture Trustee are executing and delivering this Supplement in order to provide for the Environmental Trust Bonds.


 


All terms used in this Supplement that are
defined in the Indenture, either directly or by reference therein, have the meanings assigned to them therein, except to the extent
such terms are defined or modified in this Supplement or the context clearly requires otherwise. In the event that any term or
provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Indenture, the terms
and provisions of this Supplement shall govern.


 


GRANTING CLAUSE


 


With respect to the Environmental Trust
Bonds, the Issuer hereby Grants to the Indenture Trustee, as Indenture Trustee for the benefit of the Secured Parties of the
Environmental Trust Bonds, all of the Issuer’s right, title and interest (whether now owned or hereafter acquired or
arising) in and to (a) the Environmental Control Property created under and pursuant to the Financing Order and the Statute,
and transferred by the Seller to the Issuer pursuant to the Sale Agreement (including, to the fullest extent permitted by
law, the right to impose, collect and receive Environmental Control Charges as provided in the Financing Order, the right to
obtain True-Up Adjustments of the Environmental Control Charges as provided in the Financing Order and the Statute, and all
revenues or other proceeds arising from those rights and interests), (b) all Environmental Control Charges related to the
Environmental Control Property, (c) the Sale Agreement and the Bill of Sale executed in connection therewith and all property
and interests in property transferred under the Sale Agreement and the Bill of Sale with respect to the Environmental Control
Property and the Environmental Trust Bonds, (d) the Servicing Agreement, the Administration Agreement, any Intercreditor
Agreement and any subservicing, agency, intercreditor, administration or collection agreements executed in connection
therewith, to the extent related to the foregoing Environmental Control Property and the Environmental Trust Bonds, (e) the
Collection Account, all subaccounts thereof and all amounts of cash, instruments, investment property or other assets on
deposit therein or credited thereto from time to time and all financial assets and securities entitlements carried therein or
credited thereto, (f) all rights to compel the Servicer to file for and obtain adjustments to the Environmental Control
Charges in accordance with the Statute, the Financing Order or any Tariff filed in connection therewith, (g) all present and
future claims, demands, causes and choses in action in respect of any or all of the foregoing, whether such claims, demands,
causes and choses in action constitute Environmental Control Property, accounts, general intangibles, instruments, contract
rights, chattel paper or proceeds of such items or any other form of property, (h) all accounts, chattel paper, deposit
accounts, documents, general intangibles, goods, instruments, investment property, letters of credit, letters-of-credit
rights, money, commercial tort claims and supporting obligations related to the foregoing, and (i) all payments on or under,
and all proceeds in respect of, any or all of the foregoing, it being understood that the following do not constitute
Environmental Trust Bond Collateral: (x) cash that has been released pursuant to the terms of the Indenture, including Section
8.02(e)(x) of the Indenture and, following retirement of all Outstanding Environmental Trust Bonds, pursuant to Section
8.02(e)(xii) of the Indenture, or (y) amounts deposited with the Issuer on the Closing Date, for payment of costs of
issuance with respect to the Environmental Trust Bonds (together with any interest earnings thereon), it being understood
that such amounts described in clause (x) and clause (y) above shall not be subject to Section 3.17 of
the Indenture.


 






     


     


    

 


The foregoing Grant is made in trust to secure
the payment of principal of and premium, if any, interest on, and any other amounts owing in respect of, the Environmental Trust
Bonds and all fees, expenses, counsel fees and other amounts due and payable to the Indenture Trustee equally and ratably without
prejudice, priority or distinction, except as expressly provided in the Indenture, to secure compliance with the provisions of
the Indenture with respect to the Environmental Trust Bonds, all as provided in the Indenture and to secure the performance by
the Issuer of all of its obligations under the Indenture (collectively, the “Secured Obligations”). The Indenture
and this Supplement constitute a security agreement within the meaning of the Statute and under the UCC to the extent that the
provisions of the UCC are applicable hereto. The foregoing Grant with respect to the Environmental Control Property created pursuant
to the Financing Order is made in accordance with the requirements of Section 196.027(5)(b) of the Statute.


 


The Indenture Trustee, as indenture trustee
on behalf of the Secured Parties of the Environmental Trust Bonds, acknowledges such Grant and accepts the trusts under this Supplement
and the Indenture in accordance with the provisions of this Supplement and the Indenture.


 


SECTION 1.     Designation. The Environmental
Trust Bonds shall be designated generally as the Environmental Trust Bonds, Series 2021, [and further denominated as Tranches
{ } through { }}].4


 


SECTION 2.     Initial Principal Amount; Environmental
Trust Bond Interest Rate; Scheduled Final Payment Date; Final Maturity Date. The Environmental Trust Bonds [of each Tranche]
shall have the initial principal amount, bear interest at the rate per annum (the “Environmental Trust Bond Interest
Rate”) and shall have the Scheduled Final Payment Date and the Final Maturity Date set forth below:


 





 



 


4 The bonds may be issued in a single tranche or
may be issued with more than one tranche. If the bonds are issued in a single tranche, the bracketed language will be replaced
with the following: “issued in a single Tranche designated as Tranche A.”


 






     


     


    

 


 


	Tranche	 	Initial

    Principal
 Amount	 	Environmental
 Trust
 Bond

                                         Interest
 Rate
	 	 	Scheduled

    Final Payment
 Date	 	Final

    Maturity
 Date
	{  }	 	$	{          }	 	{    }	%	 	{     }, 20{  }	 	{     }, 20{  }
	{  }	 	$	{          }	 	{    }	%	 	{     }, 20{  }	 	{     }, 20{  }
	{  }	 	$	{          }	 	{    }	%	 	{     }, 20{  }	 	{     }, 20{  }
	{  }	 	$	{          }	 	{    }	%	 	{     }, 20{  }	 	{     }, 20{  }
	{  }	 	$	{          }	 	{    }	%	 	{     }, 20{  }	 	{     }, 20{  }



 


 


The Environmental Trust Bond Interest Rate shall be computed
on the basis of a 360-day year of twelve 30-day months.


 


SECTION 3.     Authentication Date; Payment
Dates; Expected Amortization Schedule for Principal; Periodic Interest; Book-Entry Environmental Trust Bonds; Waterfall Caps.


 


(a)              
Authentication Date. The Environmental Trust Bonds that are authenticated and delivered by the Indenture Trustee
to or upon the order of the Issuer on [_____], 2021 (the “Closing Date”) shall have as their date of authentication
[______], 2021.


 


(b)              
Payment Dates. The “Payment Dates” for the Environmental Trust Bonds are { } and { } of each year
or, if any such date is not a Business Day, the next succeeding Business Day, commencing on { }, 2021 (the “Initial Payment
Date”) and continuing until the earlier of repayment of the Environmental Trust Bonds in full and the Final Maturity
Date.


 


(c)               Expected
Amortization Schedule for Principal. Unless an Event of Default shall have occurred and be continuing, on each Payment
Date, the Indenture Trustee shall distribute to the Holders of record as of the related Record Date amounts payable pursuant
to Section 8.02(e) of the Indenture as principal[, in the following order and priority: {(1) to the Holders of the
Tranche {A-1} Environmental Trust Bonds, until the Outstanding Amount of such Tranche {A-1} Environmental Trust Bonds thereof
has been reduced to zero; (2) to the Holders of the Tranche {A-2}Environmental Trust Bonds, until the Outstanding Amount of
such Tranche {A-2} Environmental Trust Bonds thereof has been reduced to zero; (3) to the Holders of the Tranche {A-3}
Environmental Trust Bonds, until the Outstanding Amount of such Tranche {A-3} of Environmental Trust Bonds thereof has been
reduced to zero; (4) to the Holders of the Tranche {A-4} Environmental Trust Bonds, until the Outstanding Amount of such
Tranche {A-4} Environmental Trust Bonds thereof has been reduced to zero; and (5) to the Holders of the Tranche {A-5}
Environmental Trust Bonds, until the Outstanding Amount of such Tranche {A-5} Environmental Trust Bonds thereof has been
reduced to zero]5; provided, however,
that in no event shall a principal payment pursuant to this Section 3(c) on [any Tranche]5 the
Environmental Trust Bonds on a Payment Date be greater than the amount necessary to reduce the Outstanding Amount of the
Environmental Trust Bonds to the amount specified in the Expected Amortization Schedule which is attached as Schedule A hereto
[for such Tranche]6 and Payment
Date.


 





 



5 Bracketed text will be removed if the bonds are
issued in a single tranche.


 






     


     


    

 


(d)              
Periodic Interest. “Periodic Interest” will be payable on [each Tranche of]6 the Environmental
Trust Bonds on each Payment Date in an amount equal to one-half of the product of (i) the applicable Environmental Trust Bond Interest
Rate and (ii) the Outstanding Amount of the [related Tranche of]6 Environmental Trust Bonds as of the close of business
on the preceding Payment Date after giving effect to all payments of principal made to the Holders of the [related Tranche of]6
Environmental Trust Bonds on such preceding Payment Date; provided, however, that, with respect to the Initial Payment
Date, or if no payment has yet been made, interest on the outstanding principal balance will accrue from and including the Closing
Date to, but excluding, the following Payment Date.


 


(e)              
Book-Entry Environmental Trust Bonds. The Environmental Trust Bonds shall be Book-Entry Environmental Trust Bonds,
and the applicable provisions of Section 2.11 of the Indenture shall apply to the Environmental Trust Bonds.


 


(f)               
Waterfall Caps. The amount payable with respect to the Environmental Trust Bonds pursuant to Section 8.02(e)(i)
of the Indenture shall not exceed $50,000 with respect to any Payment Date.


 


SECTION 4.     Minimum Denominations. The
Environmental Trust Bonds shall be issuable in denominations of $100,000 and integral multiples of $1,000 in excess thereof, except
for one bond, which may be a smaller denomination (the “Minimum Denominations”).


 


SECTION 5.     Delivery and Payment for
the Environmental Trust Bonds; Form of the Environmental Trust Bonds. The Indenture Trustee shall deliver the Environmental
Trust Bonds to the Issuer when authenticated in accordance with Section 2.03 of the Indenture. The Environmental Trust Bonds
[of each Tranche]6 shall be in the form of Exhibit[s]6 [___] hereto.


 


SECTION 6.     Ratification of Indenture.
As supplemented by this Supplement, the Indenture is in all respects ratified and confirmed and the Indenture, as so supplemented
by this Supplement, shall be read, taken and construed as one and the same instrument. This Supplement amends, modifies and supplements
the Indenture only insofar as it relates to the Environmental Trust Bonds.


 


SECTION 7.     Counterparts. This Supplement
may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts
shall together constitute but one and the same instrument.


 


SECTION
8.     Governing Law. This Supplement shall be governed by and construed in accordance with the
laws of the State of New York, without reference to its conflict of law provisions (other than Section 5-1401 of the New York
General Obligations Law and Sections 9-301 through 9-306 of the NY UCC), and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws; provided, that, except as set forth in Section 8.02(b)
of the Indenture, the creation, attachment and perfection of any Liens created under the Indenture in Environmental Control Property,
and all rights and remedies of the Indenture Trustee and the Holders with respect to the Environmental Control Property, shall
be governed by the laws of the State of Wisconsin.


 


SECTION 9.     Issuer Obligation. No recourse
may be taken directly or indirectly by the Holders with respect to the obligations of the Issuer on the Environmental Trust Bonds,
under the Indenture or this Supplement or any certificate or other writing delivered in connection herewith or therewith, against
(a) any owner of a beneficial interest in the Issuer (including Wisconsin Electric Power Company) or (b) any shareholder, partner,
owner, beneficiary, officer, director, employee or agent of the Indenture Trustee, the Managers or any owner of a beneficial interest
in the Issuer (including Wisconsin Electric Power Company) in its individual capacity, or of any successor or assign of any of
them in their respective individual or corporate capacities, except as any such Person may have expressly agreed. Each Holder
by accepting an Environmental Trust Bond specifically confirms the nonrecourse nature of these obligations and waives and releases
all such liability. The waiver and release are part of the consideration for issuance of the Environmental Trust Bonds.


 


SECTION 10.     Indenture Trustee Disclaimer.
The Indenture Trustee is not responsible for the validity or sufficiency of this Supplement or for the recitals contained herein.


 





 



6 Bracketed
text will be removed if the bonds are issued in a single tranche.


 






     


     


    

 


IN WITNESS WHEREOF, the Issuer and the Indenture
Trustee have caused this Supplement to be duly executed by their respective officers thereunto duly authorized as of the day and
year first above written.


 


	 	WEPCO ENVIRONMENTAL TRUST FINANCE I, LLC,
	 	as Issuer
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:	[             ]
	 	 	Title:	[             ]
	 	 	 
	 	U.S. BANK, NATIONAL ASSOCIATION,
	 	as Indenture Trustee
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:	[             ]
	 	 	Title:	[             ]


 






     


     


    

 


SCHEDULE A

TO SERIES SUPPLEMENT


 


EXPECTED AMORTIZATION SCHEDULE


 


OUTSTANDING PRINCIPAL BALANCE


 


	Date	 	Tranche
    {  }	 	Tranche
    {  }	 	Tranche
    {  }	 	Tranche
    {  }	 	Tranche
    {  }
	Closing Date	 	$	{          }	 	$	{          }	 	$	{          }	 	$	{          }	 	$	{          }
	{          }, 20{  }	 	$	{          }	 	$	{          }	 	$	{          }	 	$	{          }	 	$	{          }
	{          }, 20{  }	 	$	{          }	 	$	{          }	 	$	{          }	 	$	{          }	 	$	{          }
	{          }, 20{  }	 	$	{          }	 	$	{          }	 	$	{          }	 	$	{          }	 	$	{          }




 






     


     


    

 


EXHIBIT { }

TO SERIES SUPPLEMENT


 


FORM OF TRANCHE { } ENVIRONMENTAL TRUST
BONDS


 






     


     


    

 


EXHIBIT C


 


SERVICING CRITERIA TO BE ADDRESSED

BY INDENTURE TRUSTEE IN ASSESSMENT OF COMPLIANCE


 


	Regulation AB
 Reference	 	Servicing Criteria	 	Applicable Indenture
 Trustee Responsibility
	 	 	General Servicing Considerations	 	 
	1122(d)(1)(i)	 	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	 	 
	1122(d)(1)(ii)	 	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.	 	 
	1122(d)(1)(iii)	 	Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained.	 	 
	1122(d)(1)(iv)	 	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	 	 
	1122(d)(1)(v)	 	Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	 	 
	 	 	Cash Collection and Administration	 	 
	1122(d)(2)(i)	 	Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.	 	X
	1122(d)(2)(ii)	 	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	 	X
	1122(d)(2)(iii)	 	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.	 	 
	1122(d)(2)(iv)	 	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	 	X
	1122(d)(2)(v)	 	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) under the Exchange Act.	 	 X
	1122(d)(2)(vi)	 	Unissued checks are safeguarded so as to prevent unauthorized access.	 	 
	1122(d)(2)(vii)	 	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are: (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.	 	 






 






     C-1


     


    

 





	 	 	Investor Remittances and Reporting	 	 
	1122(d)(3)(i)	 	Reports to investors, including those to be filed with the SEC, are maintained in accordance with the transaction agreements and applicable SEC requirements. Specifically, such reports: (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the SEC as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the servicer.	 	 
	1122(d)(3)(ii)	 	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	 	X
	1122(d)(3)(iii)	 	Disbursements made to an investor are posted within two business days to the servicer’s investor records, or such other number of days specified in the transaction agreements.	 	X


 









     C-2


     


    

 


	Regulation AB

Reference	 	Servicing Criteria	 	Applicable Indenture

Trustee Responsibility
	1122(d)(3)(iv)	 	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	 	X
	 	 	Pool Asset Administration	 	 
	1122(d)(4)(i)	 	Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents.	 	X
	1122(d)(4)(ii)	 	Pool assets and related documents are safeguarded as required by the transaction agreements.	 	 
	1122(d)(4)(iii)	 	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.	 	 
	1122(d)(4)(iv)	 	Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents.	 	 
	1122(d)(4)(v)	 	The servicer’s records regarding the pool assets agree with the servicer’s records with respect to an obligor’s unpaid principal balance.	 	 
	1122(d)(4)(vi)	 	Changes with respect to the terms or status of an obligor’s pool assets (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	 	 
	1122(d)(4)(vii)	 	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.	 	 
	1122(d)(4)(viii)	 	Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets, including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	 	 
	1122(d)(4)(ix)	 	Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.	 	 
	1122(d)(4)(x)	 	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements.	 	 





 






     C-3


     


    

 





	1122(d)(4)(xi)	 	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	 	 
	1122(d)(4)(xii)	 	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	 	 
	1122(d)(4)(xiii)	 	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.	 	 
	1122(d)(4)(xiv)	 	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	 	 
	1122(d)(4)(xv)	 	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.	 	 


 






     C-4


     


    

 





EXHIBIT D


 


FORM OF INTERCREDITOR AGREEMENT


 


This INTERCREDITOR AGREEMENT (this “Agreement”)
is made as of [date], by and among:


 


(a)       Wisconsin
Electric Power Company (in its individual capacity, the “Company”);


 


(b)       [Wisconsin
Electric Power Company, in its separate capacity as the Receivables Servicer (as defined below);]7


 


(c)       Wisconsin
Electric Power Company, in its separate capacity as the initial servicer of, and collection agent with respect to, the Initial
Customer Property (as defined below) (including any successor in such capacity, the “Initial Property Servicer”);


 


(d)       [Wisconsin
Electric Power Company, in its separate capacity as the initial servicer of, and collection agent with respect to, the Additional
Customer Property (as defined below) (including any successor in such capacity, the “Additional Property Servicer”);]8


 


(e)       WEPCo
Environmental Trust Finance I, LLC, a Delaware limited liability company (the “Initial Bond Issuer”);


 


(f)       [TRUSTEE],
in its capacity as indenture trustee (including any successor in such capacity, the “Initial Bond Trustee”)
under the Initial Indenture (as defined below);


 


(g)       [[insert
name of affiliated purchaser of Receivables] (“Buyer”), a [          ]
corporation;]1


 


(h)       [[insert
name of agent or trustee acting as representative of third-party receivables purchasers or lenders], as [Administrative Agent][Trustee]
(in such capacity, and including any successor agent, the “Administrative Agent”) for the [Receivables Purchasers][Lenders]
referred to below;]1


 


(i)       [[SPE
II], a [_____________] (the “Additional Bond Issuer”);]2 and


 


(j)       [[TRUSTEE],
in its capacity as indenture trustee (including any successor in such capacity, the “Additional Bond Trustee”)
under the Additional Indenture (as defined below).]2


 


[WHEREAS, pursuant to the terms of
that certain [describe purchase agreement whereby Buyer acquires Receivables from Company] (as it may hereafter from time to
time be further amended, restated or modified and as supplemented from time to time, the “Purchase Agreement”),
between Buyer and the Company, the Company has sold and may hereafter sell to Buyer all of the Company’s right, title
and interest in and to certain [Outstanding Receivables] and [Collections] (as such terms are defined in the Purchase
Agreement, which terms do not include Initial Customer Charges [or the Additional Customer Charges, each] as defined below,
or collections thereof; and the Outstanding Receivables, Collections thereof, related property and all proceeds of the
foregoing are collectively referred to herein as the “Receivables”);]9


 





 



7 To be included if Wisconsin Electric Power Company
becomes a party to a receivables securitization program other than an additional issuance of environmental trust bonds or similar
bonds.


8 To be included if Wisconsin Electric Power Company
becomes a party to an additional issuance of environmental trust bonds or similar bonds.


 






    D-1 


     


    

 


[WHEREAS, pursuant to that certain [describe
agreement whereby Receivables Purchasers acquire security and/or ownership interests in the Receivables from the Buyer] (as it
may hereafter from time to time be further amended, restated or modified and as supplemented from time to time, the “[Receivables
Purchase Agreement]10”),
by and among the Buyer, the Receivables Servicer, the Administrative Agent and the financial institutions and other entities party
thereto as [purchasers][lenders] (such [purchasers][lenders] and the Administrative Agent being collectively referred to as the
 “[Receivables Purchasers]11”),
Buyer has [sold and may hereafter sell undivided interests in][granted a security interest in] the Receivables to the Administrative
Agent for the benefit of the Receivables Purchasers;]3


 


[WHEREAS, pursuant to the terms of the Purchase
Agreement, the Receivables Purchase Agreement and that certain [describe any agency or similar agreement comprising part of the
receivables purchase documents] (as it may hereafter from time to time be further amended, restated or modified and as supplemented
from time to time, the “Agency Agreement”, and together with the Purchase Agreement and the Receivables Purchase
Agreement, collectively, the “Receivables Agreements”), the Company has been appointed as a servicer (the “Receivables
Servicer”) and collection agent and has agreed to provide certain servicing and collection functions with respect to
the Receivables;]3


 


WHEREAS, pursuant to the terms of that certain
Environmental Control Property Purchase and Sale Agreement, dated as of [___________], 2021 (as it may hereafter from time to time
be amended, restated or modified, the “Initial Sale Agreement”), between the Initial Bond Issuer and the Company
in its capacity as seller, the Company has sold to the Initial Bond Issuer certain assets known as “Environmental Control
Property” which includes the right to impose, charge and collect “Environmental Control Charges” as each such
term is defined or as otherwise used in Section 196.027 of the Statute and the financing order issued under the Statute by the
PSCW to Wisconsin Electric on November 17, 2020, Docket No. 6630-ET-101, authorizing the creation of the Environmental Control
Property (such Environmental Control Property, the “Initial Customer Property” and such Environmental Control
Charges, the “Initial Customer Charges”);


 


WHEREAS, pursuant to the terms of that
certain Indenture dated as of [________], 2021 (as it may hereafter from time to time be amended, restated or modified and as
supplemented by the Series Supplement and any other supplemental indenture, the Series Supplement and Indenture, as
supplemented, being collectively referred to herein as the “Initial Indenture”), between the Initial Bond
Issuer and the Initial Bond Trustee, the Initial Bond Issuer, among other things, has granted to the Initial Bond Trustee a
security interest in certain of its assets, including the Initial Customer Property, to secure, among other things, the notes
issued pursuant to the Initial Indenture (the “Initial Environmental Trust Bonds”);


 





 



9 This paragraph, and all provisions of this form
relating to such a program, to be included only if Wisconsin Electric Power Company becomes a party to a receivables securitization
program other than an additional issuance of environmental trust bonds or similar bonds.


10 If additional financing takes the form of a loan
and a grant of a security interest, the term “Receivables Purchase Agreement” may be changed throughout to “Receivables
Financing Agreement” or another appropriate term.


11 If additional financing takes the form of a loan
and a grant of a security interest, the term “Receivables Purchasers” may be changed throughout to “Receivables
Lenders” or another appropriate term.


 






    D-2 


     


    

 


WHEREAS, pursuant to the terms of that certain
Servicing Agreement dated as of [_________], 2021 (as it may hereafter from time to time be amended, restated or modified, the
 “Initial Servicing Agreement,” and the Initial Servicing Agreement, together with the Initial Sale Agreement
and the Initial Indenture, the “Initial Bond Agreements”), between the Initial Bond Issuer and the Initial Property
Servicer, the Initial Property Servicer has agreed to provide for the benefit of the Initial Bond Issuer certain servicing and
collection functions with respect to the Initial Customer Charges;


 


[WHEREAS, pursuant to the terms of that
certain Environmental Control Property Purchase and Sale Agreement, dated as of [___________], 20[__] (as it may hereafter from
time to time be amended, restated or modified, the “Additional Sale Agreement”), between the Additional Bond
Issuer and the Company in its capacity as seller, the Company has sold to the Additional Bond Issuer certain assets known as “Environmental
Control Property” which includes the right to impose, charge and collect “Environmental Control Charges” as each
such term is defined or as otherwise used in Section 196.027 of the Statute and the financing order issued under the Statute by
the PSCW to Wisconsin Electric on [•], 20[•], Docket No. [•], authorizing the creation of the Environmental Control
Property (such Environmental Control Property, the “Additional Customer Property” and such Environmental Control
Charges, the “Additional Customer Charges”);]12


 


[WHEREAS, pursuant to the terms of that
certain Indenture dated as of [________], 20[__] (as it may hereafter from time to time be amended, restated or modified and as
supplemented by the Series Supplement and any other supplemental indenture, the Series Supplement and Indenture, as supplemented,
being collectively referred to herein as the “Additional Indenture”), between the Additional Bond Issuer and
the Additional Bond Trustee, the Additional Bond Issuer, among other things, has granted to the Additional Bond Trustee a security
interest in certain of its assets, including the Additional Customer Property, to secure, among other things, the notes issued
pursuant to the Additional Indenture (the “Additional Environmental Trust Bonds”);]6


 


[WHEREAS, pursuant to the terms of that
certain Servicing Agreement dated as of [_________], 20[__] (as it may hereafter from time to time be amended, restated or modified,
the “Additional Servicing Agreement,” and the Additional Servicing Agreement, together with the Additional Sale
Agreement and the Additional Indenture, the “Additional Bond Agreements”), between the Additional Bond Issuer
and the Additional Property Servicer, the Additional Property Servicer has agreed to provide for the benefit of the Additional
Bond Issuer certain servicing and collection functions with respect to the Additional Customer Charges;]6





 





 



12 This paragraph, and all provisions of this form
relating to additional bonds, to be included only if Wisconsin Electric Power Company becomes a party to an additional issuance
of environmental trust bonds or similar bonds.


 






    D-3 


     


    

 


WHEREAS, the Receivables, the Initial Customer
Charges and the Additional Customer Charges will be invoiced collectively on the bills sent to the Company’s retail electric
distribution customers (the “Customers”), which Customers are obligated to pay the Receivables, the Initial
Customer Charges and the Additional Customer Charges, and the parties hereto wish to agree upon their respective rights relating
to the Receivables, the Initial Customer Property and the Additional Customer Property and any bank accounts into which collections
of the foregoing may be deposited, as well as other matters of common interest to them which arise under or result from the coexistence
of the Initial Bond Agreements, the Additional Bond Agreements and the Receivables Agreements;


 


NOW, THEREFORE, in consideration of the
premises and the mutual covenants herein contained, the parties hereto agree as follows:


 


SECTION 1.Acknowledgment of
Ownership Interests and Security Interests.


 


(a) Each of the parties hereto
hereby acknowledges the ownership interest of the Initial Bond Issuer in the Initial Customer Property, including the Initial Customer
Charges and the revenues, collections, claims, rights, payments, money and proceeds arising therefrom, and the security interests
granted therein in favor of the Initial Bond Trustee for the benefit of itself and the Holders of the Initial Environmental Trust
Bonds.


 


Each of the parties hereto hereby acknowledges
the ownership interest of the Additional Bond Issuer in the Additional Customer Property, including the Additional Customer Charges
and the revenues, collections, claims, rights, payments, money and proceeds arising therefrom, and the security interests granted
therein in favor of the Additional Bond Trustee for the benefit of itself and the Holders of the Additional Environmental Trust
Bonds.


 


Each of the parties hereto hereby acknowledges
the ownership interest and security interests of the Buyer and the Receivables Purchasers in the Receivables and the revenues,
collections, claims, rights, payments, money and proceeds arising therefrom. 


 


The parties hereto agree that the Initial
Customer Property, the Additional Customer Property and the Receivables each shall constitute separate property rights notwithstanding
that they may be evidenced by a single bill.  The Company further agrees that it will not include the Initial Customer Property
or the Additional Customer Property in calculating the amount of the Receivables sold or to be sold under the Receivables Agreements.


 


The Receivables Purchasers and the
Receivables Servicer and the Additional Bond Trustee, the Additional Bond Issuer and the Additional Property Servicer each
acknowledge that, notwithstanding anything in the Receivables Agreements or the Additional Bond Agreements to the contrary,
none of such parties has any interest in the Initial Customer Property. The Initial Bond Trustee, the Initial Bond Issuer and
the Initial Property Servicer and the Receivables Purchasers and the Receivables Servicer each acknowledge that,
notwithstanding anything in the Initial Bond Agreements or the Receivables Agreements to the contrary, none of such parties
has any interest in the Additional Customer Property. The Initial Bond Trustee, the Initial Bond Issuer and the Initial
Property Servicer and the Additional Bond Trust, the Additional Bond Issuer and the Additional Property Servicer each further
acknowledge that, notwithstanding anything in the Initial Bond Agreements or the Additional Bond Agreements to the contrary,
none of such parties has any interest in the Receivables.


 






    D-4 


     


    

 


(b)       Each
of the Administrative Agent and the Buyer and the Additional Bond Issuer and the Additional Bond Trustee hereby releases all liens
and security interests of any kind whatsoever which the Administrative Agent or Buyer or the Additional Bond Issuer or Additional
Bond Trustee may hold or obtain in the Initial Customer Property. Each of the Administrative Agent and Buyer and the Additional
Bond Issuer and the Additional Bond Trustee agrees, upon the reasonable request of the Company or the Initial Bond Trustee, to
execute and deliver to the Initial Bond Trustee such UCC partial release statements and other documents and instruments, and to
do such other acts and things, as the Company or the Initial Bond Trustee may reasonably request in order to evidence the release
provided for in this Section 1(b) and/or to execute and deliver to the Initial Bond Trustee UCC financing statement amendments
to exclude the Initial Customer Property from the assets covered by any existing UCC financing statements relating to the Receivables
or the Additional Customer Property; provided, however, that failure to execute and deliver any such partial release
statements, financing statement amendments, documents or instruments, or to do such acts and things, shall not affect or impair
the release provided for in this Section 1(b).


 


(c)       Each
of the Initial Bond Issuer and the Initial Bond Trustee and the Administrative Agent and the Buyer hereby releases all liens and
security interests of any kind whatsoever which the Initial Bond Issuer or the Initial Bond Trustee or the Administrative Agent
or Buyer may hold or obtain in the Additional Customer Property. Each of the Initial Bond Issuer and the Initial Bond Trustee and
the Administrative Agent and Buyer agrees, upon the reasonable request of the Company or the Additional Bond Trustee, to execute
and deliver to the Additional Bond Trustee such UCC partial release statements and other documents and instruments, and to do such
other acts and things, as the Company or the Additional Bond Trustee may reasonably request in order to evidence the release provided
for in this Section 1(c) and/or to execute and deliver to the Additional Bond Trustee UCC financing statement amendments
to exclude the Additional Customer Property from the assets covered by any existing UCC financing statements relating to Initial
Customer Property or the Receivables; provided, however, that failure to execute and deliver any such partial release
statements, financing statement amendments, documents or instruments, or to do such acts and things, shall not affect or impair
the release provided for in this Section 1(c).


 


(d)       Each
of the Initial Bond Issuer and the Initial Bond Trustee and the Additional Bond Issuer and the Additional Bond Trustee hereby
releases all liens and security interests of any kind whatsoever which either of them may hold or obtain in the Receivables.
Each of the Initial Bond Issuer and the Initial Bond Trustee and the Additional Bond Issuer and the Additional Bond Trustee
agrees, upon the reasonable request of the Administrative Agent or Buyer, to execute and deliver to the Administrative Agent
or Buyer, as applicable, such UCC partial release statements and other documents and instruments, and to do such other acts
and things, as the Administrative Agent or Buyer may reasonably request in order to evidence the release provided for in this
Section 1(d) and/or to execute and deliver to the Administrative Agent or Buyer, as applicable, UCC financing
statement amendments to exclude such Receivables from the assets covered by any existing UCC financing statements relating to
the Initial Customer Property or the Additional Customer Property; provided, however, that failure to execute
and deliver any such partial release statements, financing statement amendments, documents or instruments, or to do such acts
and things, shall not affect or impair the release provided for in this Section 1(d).


 






    D-5 


     


    

 


SECTION 2.Deposit Accounts.


 


(a)       The
parties hereto each acknowledge that collections with respect to the Initial Customer Property, the Additional Customer Property
and the Receivables may from time to time be deposited into one or more designated accounts of the Company or the Buyer (the “Deposit
Accounts”) and that such Deposit Accounts may be subject to a security interest of the Administrative Agent and account
control agreements among the Company, the Buyer, the Administrative Agent and the applicable account bank.  Subject to Section 4,
the Company, in its capacity as a collection agent with respect to each of the Initial Customer Property, the Additional Customer
Property and the Receivables, agrees to:


 


(i)       maintain the collections
in the Deposit Accounts for the benefit of the Initial Property Servicer, the Initial Bond Trustee, the Initial Bond Issuer, the
Additional Property Servicer, the Additional Bond Trustee, the Additional Bond Issuer, the Receivables Servicer, the Buyer, the
Administrative Agent and the Receivables Purchasers, as their respective interests may appear;


 


(ii)       allocate
and remit funds from the Deposit Accounts, whether or not commingled, (x) in the case of collections relating to the Initial
Customer Property, at the times and in the manner specified in the Initial Bond Agreements to the Initial Bond Trustee; (y) in
the case of collection relating to the Additional Customer Property, at the times and in the manner specified in the Additional
Bond Agreements to the Additional Bond Trustee; and (z) in the case of collections relating to the Receivables, allocate and
remit funds to the Receivables Purchasers and the Buyer at the times and in the manner specified in the Receivables Agreements;
provided, that:


 


(A)       to the extent the combined
amounts of remittance are insufficient to satisfy amounts owed in respect of the Initial Customer Charges, the Additional Customer
Charges and the Receivables, such allocation and remittances shall be made [on a pro rata basis as among the Initial Customer Charges,
the Additional Customer Charges and the Receivables based on the respective amounts of such Initial Customer Charges, Additional
Customer Charges and Receivables then due and owing or as otherwise required by the Public Service Commission of Wisconsin]13;


 





 



13 If the Public Service Commission of Wisconsin
(“PSCW”) requires that insufficient funds be allocated among the Initial Customer Charges, the Additional Customer
Charges and the Receivables according to another method, the bracketed text may be replaced with a summary of the PSCW’s
requirements.


 






    D-6 


     


    

 





(B)       late
payment penalties of the Receivables, the Additional Customer Charges and the Initial Customer Charges shall be allocated (w) to
the Initial Bond Trustee, if such late payment penalties are allocable to the Initial Customer Charges and are not allowed to be
retained by the Company under the Initial Bond Agreements, (x) to the Additional Bond Trustee, if such late payment penalties are
allocable to the Additional Customer Charges and are not allowed to be retained by the Company under the Additional Bond Agreements,
(y) to the Receivables Purchasers to the extent that any such late payment penalties are included in the Receivables sold
to the Receivables Purchasers, and (z) otherwise to the Company; and


 


(C)       to
the extent the Administrative Agent has exercised exclusive control over any Deposit Account, it shall allocate the funds on deposit
therein related to the Initial Customer Property and the Additional Customer Property in accordance with the information provided
to it by the Company and consistent with this Section 2, and shall remit such collections related to the Initial Customer
Property at the direction of the Initial Bond Trustee and such collections related to the Additional Customer Property at the direction
of the Additional Bond Trustee; and


 


(iii) maintain records
as to the amounts deposited into the Deposit Accounts, the amounts remitted therefrom and the allocation as provided above in this
subsection (a).


 


(b) The Initial Bond Trustee, the
Initial Bond Issuer, the Additional Bond Trustee, the Additional Bond Issuer, the Buyer and the Receivables Purchasers shall each
have the right to require an accounting from time to time of collections, deposits, allocations and remittances by the Company
relating to the Deposit Accounts.  Because of difficulties inherent in allocating collections on a daily basis, (i) the Initial
Property Servicer may implement  estimates for the purposes of determining the amount of collections which are allocable to
the Initial Customer Property, which allocations will be subject to annual reconciliations in accordance with the terms of the
Initial Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided in the following sentences
and (ii) the Additional Property Servicer may implement  estimates for the purposes of determining the amount of collections
which are allocable to the Additional Customer Property, which allocations will be subject to annual reconciliations in accordance
with the terms of the Additional Bond Agreements but will otherwise be deemed conclusive, subject to reconciliation as provided
in the following sentences; provided that unless an Event of Default (as defined in the Initial Indenture or the Additional
Indenture and any corresponding term in the Receivables Purchase Agreement) has occurred and is continuing, the Company shall only
be required to prepare one such accounting during any fiscal year. 


 


In the event that the estimated
remittances to the Initial Bond Issuer for any calendar year are less than the actual amounts of Initial Customer Charge
collections, the Initial Bond Issuer shall look to the Initial Property Servicer for any such shortfall and shall have no
claims against the Receivables Purchasers or the Additional Bond Issuer for such amounts.   In the event that the
estimated remittances to the Initial Bond Issuer are greater than the actual amounts of Initial Customer Charge collections,
the Initial Property Servicer shall have the right, in accordance with the terms of the Initial Bond Agreements, to net an
amount equal to such excess collections out of monies otherwise to be paid to the Initial Bond Issuer, and the Receivables
Purchasers acknowledge that they shall look solely to the Initial Property Servicer for such excess collections and shall
have no claims against the Initial Bond Issuer for such funds.  In the event that the estimated remittances to the
Additional Bond Issuer for any calendar year are less than the actual amounts of Additional Customer Charge collections, the
Additional Bond Issuer shall look to the Additional Property Servicer for any such shortfall and shall have no claims against
the Initial Bond Issuer or the Receivables Purchasers for such amounts. In the event that the estimated remittances to the
Additional Bond Issuer are greater than the actual amounts of Additional Customer Charge collections, the Additional Property
Servicer shall have the right, in accordance with the terms of the Additional Bond Agreements, to net an amount equal to such
excess collections out of monies otherwise to be paid to the Additional Bond Issuer, and the Receivables Purchasers
acknowledge that they shall look solely to the Additional Property Servicer for such excess collections and shall have no
claims against the Additional Bond Issuer for such funds.  Notwithstanding the foregoing, nothing in this paragraph
shall prohibit any party from netting any such reconciliation payments owing by such party (the “remitting
party”) to another party (the “receiving party”) against the amounts to be paid hereunder to the remitting
party by such receiving party.


 






    D-7 


     


    

 


(c) The Initial Bond Trustee, the
Initial Bond Issuer, the Additional Bond Trustee and the Additional Bond Issuer waive any interest in deposits to the Deposit Accounts
to the extent that they are properly allocable to Collections with respect to Receivables. The Administrative Agent and Buyer and
the Additional Bond Trustee and the Additional Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent
that they are properly allocable to Initial Customer Charges. The Administrative Agent and Buyer and the Initial Bond Trustee and
the Initial Bond Issuer waive any interest in deposits to the Deposit Accounts to the extent they are properly allocable to the
Additional Customer Charges. Each of the parties hereto acknowledges the respective ownership and security interests of the others
in amounts on deposit in the Deposit Accounts to the extent of their respective interests as described in this Agreement.


 


(d) In no event may the Initial
Bond Trustee take any action with respect to the Initial Customer Charges in a manner that would result in the Initial Bond Trustee
obtaining possession of, or any control over, collections of Additional Customer Charges, Collections of Receivables or any Deposit
Account.  In the event that the Initial Bond Trustee obtains possession of any Collections related to the Receivables, the
Initial Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in trust and shall promptly
deliver them to the Administrative Agent upon request.  In the event that the Initial Bond Trustee obtains possession of any
collections of Additional Customer Charges, the Initial Bond Trustee shall notify the Additional Bond Trustee of such fact, shall
hold such collections in trust and shall promptly deliver them to the Additional Bond Trustee upon request. 


 


In no event may the Additional Bond
Trustee take any action with respect to the Additional Customer Charges in a manner that would result in the Additional Bond
Trustee obtaining possession of, or any control over, collections of Initial Customer Charges, Collections of Receivables or
any Deposit Account.  In the event that the Additional Bond Trustee obtains possession of any Collections related to the
Receivables, the Additional Bond Trustee shall notify the Administrative Agent of such fact, shall hold such Collections in
trust and shall promptly deliver them to the Administrative Agent upon request.  In the event that the Additional Bond
Trustee obtains possession of any collections of Initial Customer Charges, the Additional Bond Trustee shall notify the
Initial Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to the Initial Bond
Trustee upon request. 


 






    D-8 


     


    

 


Except as contemplated by this Section 2
with respect to the Administrative Agent’s exercise of control over the Deposit Accounts, in no event may the Administrative
Agent or Buyer take any action with respect to the collection of Receivables in a manner that would result in the Administrative
Agent or Buyer, as applicable, obtaining possession of, or any control over, collections of Initial Customer Charges or collections
of Additional Customer Charges. In the event that the Administrative Agent or Buyer obtains possession of any collections of Initial
Customer Charges, the Administrative Agent or Buyer, as applicable, shall notify the Initial Bond Trustee of such fact, shall hold
such collections in trust and shall promptly deliver them to the Initial Bond Trustee upon request. In the event that the Administrative
Agent or Buyer obtains possession of any collections of Additional Customer Charges, the Administrative Agent or Buyer, as applicable,
shall notify the Additional Bond Trustee of such fact, shall hold such collections in trust and shall promptly deliver them to
the Additional Bond Trustee upon request.


 


SECTION 3.Time or Order of Attachment. 
The acknowledgments contained in Sections 1 and 2 are applicable irrespective of the time or order of attachment
or perfection of security or ownership interests or the time or order of filing or recording of financing statements or mortgages
or filings under applicable law.


 


SECTION 4. Servicing.


 


(a)       Pursuant
to Section 2, the Company, in its role as collection agent hereunder, shall allocate and remit funds received from
Customers for the benefit of the Initial Bond Issuer, the Initial Bond Trustee, the Additional Bond Issuer, the Additional Bond
Trustee, the Buyer and the Receivables Purchasers, respectively, and shall control the movement of such funds out of the Deposit
Accounts in accordance with the terms of this Agreement.  To the extent permitted under the Initial Indenture, the Additional
Indenture or the Receivables Purchase Agreement, the Company may appoint a successor servicer or sub-servicer to act in any of
its respective capacities under this Agreement so long as such successor servicer or sub-servicer has executed joinder documentation
agreeing to act in such capacity and to be bound by the terms of this Agreement.


 


(b)      In
the event that the Initial Bond Trustee is entitled to and desires to exercise its right, pursuant to the Initial Bond
Agreements, to replace the Company as Initial Property Servicer, in the event that the Additional Bond Trustee is entitled to
and desires to exercise its right, pursuant to the Additional Bond Agreements, to replace the Company as Additional Property
Servicer, or in the event that the Receivables Purchasers are entitled to and desire to exercise their right to replace the
Company as Receivables Servicer, and therefore to terminate the role of the Company as the Initial Property Servicer, as the
Additional Property Servicer or as Receivables Servicer, as applicable, hereunder, the party desiring to exercise such right
shall promptly give written notice to the other parties hereto (the “Servicer Notice”) in accordance with
the notice provisions of this Agreement and consult with the other parties with respect to the Person who would replace the
Company in its capacity as Initial Property Servicer, as Additional Property Servicer or as Receivables Servicer.  Any
successor to the Company in any of such capacities shall be agreed to by the Initial Bond Trustee, the Additional Bond
Trustee and the Administrative Agent within ten (10) Business Days of the date of the Servicer Notice, and such
successor shall be subject to satisfaction of the Initial Bonds Rating Agency Condition (as defined below) and the Additional
Bonds Rating Agency Condition (as defined below) and otherwise satisfy the provisions of the Initial Servicing Agreement, the
Additional Servicing Agreement and the Receivables Agreements.  For the avoidance of doubt, (i) the removal of the
Company as the Initial Property Servicer shall not automatically cause the removal of the Company as the Additional Property
Servicer or as the Receivables Servicer, (ii) the removal of the Company as the Additional Property Servicer shall not
automatically cause the removal of the Company as the Initial Property Servicer or as the Receivables Servicer,
(iii) the removal of the Company as the Receivables Servicer shall not automatically cause the removal of the Company as
the Initial Property Servicer or as the Additional Property Servicer, and (iv) the roles of Initial Property Servicer,
Additional Property Servicer and Receivables Servicer may be held by different Persons so long as each such Person has agreed
to be bound by the provisions of this Agreement. “Business Day” means any day other than a Saturday,
Sunday, or any holiday for national banks or any New York banking corporation in Milwaukee, Wisconsin, New York, New York or
the city in which the Corporate Trust Office (as defined in the Initial Indenture and the Additional Indenture) is located.
Any Person named as replacement collection agent in accordance with this Section 4 is referred to herein as a
 “Replacement Collection Agent.”  The parties hereto agree that any entity succeeding to the rights of
the Company in its capacity as Initial Property Servicer, Additional Property Servicer or as Receivables Servicer hereunder
shall execute customary joinder documentation agreeing to act in such capacity and to be bound by the terms of this
Agreement.


 






    D-9 


     


    

 


(c)      Anything in this Agreement
to the contrary notwithstanding, any action taken by the Initial Bond Trustee, the Additional Bond Trustee or the Administrative
Agent to appoint a Replacement Collection Agent pursuant to this Section 4 shall be subject to the Initial Bonds Rating
Agency Condition and the Additional Bonds Rating Agency Condition.  For the purposes of this Agreement, (i) the “Initial
Bonds Rating Agency Condition” means the “Rating Agency Condition” as such term is defined in the Initial
Indenture, and (ii) the “Additional Bonds Rating Agency Condition” means the “Rating Agency Condition”
as such term is defined in the Additional Indenture. The parties hereto acknowledge and agree that the approval or the consent
of the rating agencies which is required in order to satisfy the Initial Bonds Rating Agency Condition or the Additional Bonds
Rating Agency Condition is not subject to any standard of commercial reasonableness, and the parties are bound to satisfy this
condition whether or not the rating agencies are unreasonable or arbitrary.


 


SECTION 5.Sharing of
Information. The parties hereto agree to cooperate with each other and make available to each other or any Replacement
Collection Agent any and all records and other data relevant to the Initial Customer Property, the Additional Customer
Property and the Receivables which they may from time to time possess or receive from the Company, the Initial Property
Servicer, the Additional Property Servicer or the Receivables Servicer or any successor hereto or thereto, including, without
limitation, any and all computer programs, data files, documents, instruments, files and records and any receptacles and
cabinets containing the same.  The Company hereby consents to the release of information regarding the Company pursuant
to this Section 5.


 






    D-10 


     


    

 


SECTION 6.No Joint Venture;
No Fiduciary Obligations; Etc..


 


(a) Nothing herein contained shall
be deemed as effecting a joint venture among any of the Company, the Initial Bond Issuer, the Initial Bond Trustee, the Initial
Property Servicer, the Additional Bond Issuer, the Additional Bond Trustee, the Additional Property Servicer, the Administrative
Agent, the Receivables Servicer and the Buyer.


 


(b) Neither Buyer nor the Administrative
Agent is the agent of, or owes any fiduciary obligation to, the Initial Bond Trustee, the Initial Bond Issuer, the Additional Bond
Trustee, the Additional Bond Issuer, the Holders or any other party under this Agreement.  Each of the Initial Bond Trustee
(on behalf of itself and the Holders), the Initial Bond Issuer, the Additional Bond Trustee (on behalf of itself and the Holders),
the Additional Bond Issuer and the Company hereby waives any right that it may now have or hereafter acquire to make any claim
against Buyer or the Administrative Agent, in their respective capacities as such, on the basis of any such fiduciary obligation
hereunder.  None of the Initial Bond Trustee, the Initial Bond Issuer, the Additional Bond Trustee or the Additional Bond
Issuer is the agent of, or owes any fiduciary obligation to, Buyer or the Administrative Agent or any other party under this Agreement. 
Each of the Administrative Agent, the Company and Buyer hereby waives any right that it may now have or hereafter acquire to make
any claim against the Initial Bond Trustee, the Initial Bond Issuer, the Additional Bond Trustee or the Additional Bond Issuer
on the basis of any such fiduciary obligation hereunder.


 


(c) Notwithstanding anything herein
to the contrary, none of Buyer, the Administrative Agent, the Initial Bond Trustee, the Initial Bond Issuer, the Additional Bond
Trustee or the Additional Bond Issuer shall be required to take any action that exposes it to personal liability or that is contrary
to the Initial Indenture, the Additional Indenture, the Servicing Agreement, any Receivables Agreement or applicable law.


 


(d) None of Buyer, the
Administrative Agent, the Initial Bond Trustee, the Initial Bond Issuer, the Additional Bond Trustee, the Additional Bond
Issuer nor any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted
to be taken by it or them under or in connection with this Agreement, except for its or their own negligence, bad faith or
willful misconduct.  Without limiting the foregoing, each of Buyer, the Administrative Agent, the Initial Bond Trustee,
the Initial Bond Issuer, the Additional Bond Trustee and the Additional Bond Issuer: (i) may consult with legal counsel,
independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be
taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty
or representation to any party and shall not be responsible to any party for any statements, warranties or representations
made by any other party in connection with this Agreement or any other agreement; (iii) shall not have any duty to
ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or
any other agreement on the part of any other party; and (iv) shall incur no liability under or in respect of this
Agreement by acting upon any writing (which may be by facsimile or other electronic transmission) believed by it in good
faith to be genuine and signed or sent by the proper party or parties.


 






    D-11 


     


    

 


SECTION 7.Method of Adjustment
and Allocation.  Each of the parties hereto acknowledges that (i) the Initial Property Servicer will adjust, calculate
and allocate payments of Initial Customer Charges in accordance with Section 4.01 of the Initial Servicing Agreement and Section 6
of Annex 1 of the Initial Servicing Agreement in the form attached thereto, and (ii) the Additional Property Servicer will adjust,
calculate and allocate payments of Additional Customer Charges in accordance with Section [__] of the Additional Servicing
Agreement and [Section [__] of Annex [__]] of the Additional Servicing Agreement in the form attached thereto. Each of the
parties hereto hereby acknowledges that (a) none of the Administrative Agent, the Receivables Purchasers, the Additional Bond Issuer
or the Additional Bond Trustee shall be deemed or required under this Agreement to have any knowledge of or responsibility for
the terms of the Initial Servicing Agreement and Annex 1 thereto, or any adjustment, calculation and allocation thereunder, and
(b) none of the Administrative Agent, the Receivables Purchasers, the Initial Bond Issuer or the Initial Bond Trustee shall
be deemed or required under this Agreement to have any knowledge of or responsibility for the terms of the Additional Servicing
Agreement and [Annex [__] thereto], or any adjustment, calculation and allocation thereunder. Accordingly, (A) each of the Administrative
Agent, the Receivables Purchasers, the Additional Bond Issuer and the Additional Bond Trustee may, solely for the purposes of this
Agreement, conclusively rely on the accuracy of the calculations of the Initial Property Servicer in making adjustments, calculations
and allocations under the Initial Servicing Agreement and Annex 1 thereto, and (B) each of the Administrative Agent, the Receivables
Purchasers, the Initial Bond Issuer and the Initial Bond Trustee may, solely for the purposes of this Agreement, conclusively rely
on the accuracy of the calculations of the Additional Property Servicer in making adjustments, calculations and allocations under
the Additional Servicing Agreement and [Annex [__] thereto].  Such acknowledgement shall not relieve the Receivables Servicer
of any of its obligations to make payments in accordance with the terms of the Receivables Agreements, nor shall it relieve the
Initial Property Servicer of its obligations under the Initial Servicing Agreement or the Additional Property Servicer of its obligations
under the Additional Servicing Agreement.


 


SECTION 8.Termination. 
This Agreement shall terminate upon such time that at least two of the following have occurred: (a) the payment in full of
the Initial Environmental Trust Bonds, (b) the payment in full of the Additional Environmental Trust Bonds, and (c) the
termination of the Receivables Agreements as to the Company and the release of the Company from all further obligations
thereunder, except that the understandings and acknowledgements contained in Sections 1, 2, 3 and 15 shall survive the
termination of this Agreement. In addition, this Agreement shall terminate and be of no further force and effect: (i) with
respect to the Initial Bond Issuer, the Initial Bond Trustee and the Initial Bond Servicer, upon the payment in full of the
Initial Environmental Trust Bonds, (ii) with respect to the Additional Bond Issuer, the Additional Bond Trustee and the
Additional Bond Servicer, upon the payment in full of the Additional Environmental Trust Bonds, and (iii) with respect to the
Administrative Agent, the Buyer, the Receivables Purchasers and the Receivables Servicer, the termination of the Receivables
Agreements as to the Company and the release of the Company from all further obligations thereunder.


 






    D-12 


     


    

 


SECTION 9.Governing Law; Jurisdiction;
Waiver of Jury Trial.


 


(a)     THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW OF NEW YORK, BUT OTHERWISE WITHOUT REGARD TO THE LAW OF CONFLICTS) OF THE STATE OF NEW YORK.


 


(b)     Each
of the parties hereto hereby irrevocably submits to the non-exclusive jurisdiction of any New York state court sitting in the Borough
of Manhattan in The City of New York or any U.S. federal court sitting in the Borough of Manhattan in The City of New York in respect
of any suit, action or proceeding arising out of or relating to this Agreement and irrevocably accepts for itself and in respect
of its respective property, generally and unconditionally, jurisdiction of the aforesaid courts; and each party hereto agrees to,
and irrevocably waives any objection based on forum non conveniens or venue not to, appear in such state or U.S. federal
court located in the Borough of Manhattan.


 


(c)      EACH
OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT
AND FOR ANY COUNTERCLAIM THEREIN.


 


SECTION 10. Further Assurances. 
Each of the parties hereto agrees to execute any and all agreements, instruments, financing statements, releases and any and all
other documents reasonably requested by any of the other parties hereto in order to effectuate the intent of this Agreement. 
In each case where a release is to be given pursuant to this Agreement, the term release shall include any documents or instruments
necessary to effect a release, as contemplated by this Agreement.  All releases, subordinations and other instruments submitted
to the executing party are to be prepared at the expense of the Company.  Notwithstanding anything herein to the contrary,
(i) the Initial Bond Trustee shall not be required to execute any such agreements, instruments, releases or other documents unless
directed to do so by an “Issuer Order,” as such term is defined in the Initial Indenture, and (ii) the Additional Bond
Trustee shall not be required to execute any such agreements, instruments, releases or other documents unless directed do so by
an “Issuer Order,” as such term is defined in the Additional Indenture.


 


SECTION 11.Limitation on Rights
of Others.  This Agreement is solely for the benefit of the parties hereto, the Holders of the Initial Environmental
Trust Bonds, the Holders of the Additional Environmental Trust Bonds and the Receivables Purchasers, and no other person or entity
shall have any rights, benefits, priority or interest under or because of the existence of this Agreement.





 






    D-13 


     


    

 


SECTION 12.Amendments. In
the event that (x) the Company hereafter causes any property (“New Customer Property”) consisting of the
right to impose specified charges on Customers to be created and sold and pledged by the buyer thereof for the benefit of Holders
pursuant to any financing order of the Public Service Commission of Wisconsin, and the Company acts as servicer for the bonds issued
pursuant to such financing order, or (y) the Company enters into any new receivables program in which the Company participates
as a seller or as a servicer or sub-servicer of receivables, then, in either such event, upon the written request of the Company,
the other parties hereto agree that this Agreement may be amended and restated (i) to add as parties hereto the relevant issuer
of such additional bonds, the indenture trustee therefor, and the servicer of such New Customer Property and/or the relevant lenders
or purchasers and servicers under such additional receivables program, as the case may be, and (ii) to reflect the rights
and obligations of the parties with respect to such new receivables purchases on terms substantially similar to the rights and
obligations of the Receivables Servicer, the Administrative Agent and the Receivables Purchasers [hereunder]14
[as set forth in the form of Intercreditor Agreement attached as Exhibit D to the Initial Indenture]15
and (iii) to reflect the rights and obligations of the parties with respect to any such New Customer Property on terms substantially
similar to the rights and obligations of the Initial Bond Issuer, the Initial Bond Trustee and the Initial Servicer hereunder;
provided that no such amendment shall be effective unless (x) evidenced by a written instrument signed by the parties
hereto and such additional parties and (y) the Initial Bonds Rating Agency Condition and the Additional Bonds Rating Agency
Condition shall have been satisfied with respect thereto and provided, further, that no party hereto shall be required
to execute any such amended agreement on terms which are materially more disadvantageous to it or to the Holders of the Initial
Environmental Trust Bonds (in the case of the Initial Bond Trustee), to the Holders of the Additional Environmental Trust Bonds
(in the case of the Additional Bond Trustee) or to the Receivables Purchasers (in the case of the Administrative Agent) than the
terms contained herein.  In addition, (i) the Initial Bond Trustee shall not be required to execute any such amendment unless
directed to do so by an “Issuer Order,” as such term is defined in the Initial Indenture, and (ii) the Additional Bond
Trustee shall not be required to execute any such amendment unless directed to do so by an “Issuer Order,” as such
term is defined in the Additional Indenture.


 


SECTION 13.Severability. 
The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect
the validity or enforceability of the other provisions hereof.  If any provision of this Agreement, or the application thereof
to any Person or any circumstance, is invalid or unenforceable, (i) a suitable and equitable provision shall be substituted
therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable
provision and (ii) the remainder of this Agreement and the application of such provision to other Persons, or circumstances
shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity
or enforceability of such provision, or the application thereof, in any other jurisdiction.





 





 



14 This language will be included if Wisconsin Electric
Power Company has a general receivables securitization program that is the subject of this Agreement.


15 This language will be included if this Agreement
addresses only two or more series of environmental trust bonds or similar bonds where Wisconsin Electric Power Company has not
entered into a general receivables securitization program.


 






    D-14 


     


    

 


SECTION 14.Counterparts. 
This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one
and the same instrument.  Delivery of an executed counterpart of a signature page to this Agreement by telecopier or
other electronic means shall be effective as delivery of a manually executed counterpart of this Agreement.


 


SECTION 15.Nonpetition Covenant.


 


(a)     Notwithstanding
any prior termination of this Agreement, the Initial Indenture or the Additional Indenture, each of the parties covenants that
it shall not, prior to the date which is one year and one day after payment in full of the Initial Environmental Trust Bonds and
the Additional Environmental Trust Bonds, acquiesce, petition or otherwise invoke or cause the Initial Bond Issuer or the Additional
Bond Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against
the Initial Bond Issuer or the Additional Bond Issuer under any federal or state bankruptcy, insolvency or similar law or appointing
a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Initial Bond Issuer or any
substantial part of its property, or the Additional Bond Issuer or any substantial part of its property, or ordering the winding
up or liquidation of the affairs of the Initial Bond Issuer or the Additional Bond Issuer. Nothing in this Section 15 shall
preclude, or be deemed to estop, any party hereto (a) from taking or omitting to take any action prior to such date in (i)(A)
any case or proceeding voluntarily filed or commenced by or on behalf of the Initial Bond Issuer under or pursuant to any such
law or (B) any involuntary case or proceeding pertaining to the Initial Bond Issuer that is filed or commenced by or on behalf
of a Person other than the Initial Bond Trustee, as the case may be, and is not joined in by the Initial Bond Trustee, as the case
may be, under or pursuant to any such law, or (ii)(A) any case or proceeding voluntarily filed or commenced by or on behalf of
the Additional Bond Issuer under or pursuant to any such law or (B) any involuntary case or proceeding pertaining to the Additional
Bond Issuer that is filed or commenced by or on behalf of a Person other than the Additional Bond Trustee, as the case may be,
and is not joined in by the Additional Bond Trustee, as the case may be, under or pursuant to any such law, or (b) from commencing
or prosecuting any legal action that is not an involuntary case or proceeding under or pursuant to any such law against the Initial
Bond Issuer, the Additional Bond Issuer or any of its properties.


 


(b)  Notwithstanding any prior
termination of this Agreement or the Receivables Purchase Agreement, each of the parties hereto other than the Administrative Agent
hereby covenants and agrees that it shall not, prior to the date which is one year and one day after the termination of the Receivables
Purchase Agreement and the payment in full of all amounts owing by Buyer thereunder, acquiesce, petition or otherwise invoke or
cause Buyer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against
Buyer under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee,
custodian, sequestrator or other similar official of Buyer or any substantial part of the property of Buyer, or ordering the winding
up or liquidation of the affairs of Buyer.


 





SECTION 16.Trustees. 
[_____________], as Initial Bond Trustee, in acting hereunder, is entitled to all rights, benefits, protections, immunities and
indemnities accorded to it under the Initial Indenture. [_____________], as Additional Bond Trustee, in acting hereunder, is entitled
to all rights, benefits, protections, immunities and indemnities accorded to it under the Additional Indenture.


 


SECTION 17.Notices, Etc.. 
Any notice provided or permitted by this Agreement to be made upon, given or furnished to or filed with any party hereto shall
be sufficient for every purpose hereunder if made, given, furnished or filed in writing by facsimile transmission, other electronic
transmission (including email), first-class mail or overnight delivery service to the applicable party at its address set forth
on Exhibit A hereto or, as to any party, at such other address as shall be designated by such party by written notice to the
other parties hereto.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK]


 









     D-15


     


    

 


IN WITNESS WHEREOF, the parties have caused
this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.


 


	 	WISCONSIN ELECTRIC POWER COMPANY, as Company, as Initial Property Servicer, as Additional Property Servicer,
    as Receivables Servicer and as a collection agent
	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:
	 	 
	 	WEPCO ENVIRONMENTAL TRUST FINANCE I, LLC
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	[NAME], as Buyer
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	[_______________], as Initial Bond Trustee
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Signature Page to

Intercreditor Agreement


 






     D-16


     


    

 


	 	[Insert Admin Agent name], as Administrative

 Agent
	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	[SPE II]
	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:
	 	 
	 	[________], as Additional Bond Trustee
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 


Signature Page to

Intercreditor Agreement


 






     D-17


     


    

 


EXHIBIT A


 


NOTICE ADDRESSES


 


	Wisconsin Electric Power Company
	231 West Michigan Street
	Milwaukee, Wisconsin 53203
	Telephone:
	Email:
	 
	WEPCo Environmental Trust Finance I, LLC
	231 West Michigan Street
	Milwaukee, Wisconsin 53203
	Telephone:
	Email:
	 
	[Buyer]
	[Address]
	Attention:
	Telephone:
	Facsimile:
	Email:
	 
	[Administrative Agent]
	[Address]
	Attention:
	Telephone:
	Facsimile:
	Email:
	 
	[Initial Trustee]
	[Address]
	Attention:
	Telephone:
	Facsimile:
	Email:
	 
	[SPE II]
	231 West Michigan Street
	Milwaukee, Wisconsin 53201
	Telephone:
	Email:
	 
	[Additional Trustee]
	[Address]
	Attention:
	Telephone:
	Facsimile:
	Email:



 






     D-18


     


    

 


APPENDIX A


 


DEFINITIONS AND RULES OF CONSTRUCTION


 


A.       Defined
Terms. As used in the Indenture, the Sale Agreement, the LLC Agreement, the Servicing Agreement, the Series Supplement or any
other Basic Document as hereinafter defined, as the case may be (unless the context requires a different meaning), the following
terms have the following meanings:


 


“17g-5 Website” is defined
in Section 10.06 of the Indenture.


 


“Account Records” is defined
in Section 1(a)(i) of the Administration Agreement.


 


“Act” is defined in Section
10.03(a) of the Indenture.


 


“Administration Agreement”
means the Administration Agreement, dated as of [_________], 2021, by and between Wisconsin Electric and the Issuer.


 


“Administration Fee” is
defined in Section 2 of the Administration Agreement.


 


“Administrator” means Wisconsin
Electric, as Administrator under the Administration Agreement, or any successor Administrator to the extent permitted under the
Administration Agreement.


 


“Affiliate” means, with
respect to any specified Person, any other Person controlling or controlled by or under 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 specified Person, directly or indirectly, whether through the ownership of voting securities,
by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the
foregoing.


 


“Amendatory Tariff” means
a revision to service riders or any other notice filing filed with the PSCW in respect of the Tariff pursuant to a True-Up Adjustment.


 


“Annual Accountant’s Report”
is defined in Section 3.04 of the Servicing Agreement.


 


“Annual True-Up Adjustment”
means each adjustment to the Environmental Control Charges made pursuant to the terms of the Financing Order in accordance with
Section 4.01(b)(i) of the Servicing Agreement.


 


“Annual True-Up Adjustment Date”
means [__________] of each year, commencing with [______], 20[__].


 


“Bankruptcy Code” means
Title 11 of the United States Code (11 U.S.C. §§ 101 et seq.), as amended from time to time.


 






     A-1


     


    

 


“Basic Documents” means
the Indenture, the Administration Agreement, the Sale Agreement and the Bill of Sale, the Certificate of Formation, the LLC Agreement,
the Servicing Agreement, any Intercreditor Agreement, the Series Supplement, the Letter of Representation, the Underwriting Agreement
and all other documents and certificates delivered in connection therewith.


 


“Bill of Sale” means a
bill of sale substantially in the form of Exhibit A to the Sale Agreement delivered pursuant to Section 2.02(a) of the Sale
Agreement.


 


“Billed EC Charges” is
defined in Annex I to the Servicing Agreement.


 


“Billing Period” means
any period commencing on the first Servicer Business Day of any month and ending on the last Servicer Business Day of such month.


 


“Bills” means each of the
regular monthly bills, summary bills and other bills issued to Customers by Wisconsin Electric on its own behalf and in its capacity
as Servicer.


 


“Book-Entry Form” means,
with respect to any Environmental Trust Bond, that such Environmental Trust Bond is not certificated and the ownership and transfers
thereof shall be made through book entries by a Clearing Agency as described in Section 2.11 of the Indenture and the Series
Supplement.


 


“Book-Entry Environmental Trust Bonds”
means any Environmental Trust Bonds issued in Book-Entry Form; provided, however, that, after the occurrence of a
condition whereupon book-entry registration and transfer are no longer permitted and Definitive Environmental Trust Bonds are to
be issued to the Holder of such Environmental Trust Bonds, such Environmental Trust Bonds shall no longer be “Book-Entry
Environmental Trust Bonds”.


 


“Business Day” means any
day other than a Saturday, a Sunday or a day on which banking institutions in Milwaukee, Wisconsin or New York, New York are, or
DTC or the Corporate Trust Office is, authorized or obligated by law, regulation or executive order to be closed.


 


Capital Contribution” means the
amount of cash contributed to the Issuer by Wisconsin Electric as specified in the LLC Agreement.


 


“Capital Subaccount” is
defined in Section 8.02(a) of the Indenture.


 


“Certificate of Compliance”
means the certificate referred to in Section 3.03 of the Servicing Agreement and substantially in the form of Exhibit
D to the Servicing Agreement.


 


“Certificate of Formation”
means the Certificate of Formation filed with the Secretary of State of the State of Delaware on January 5, 2021 pursuant to which
the Issuer was formed.


 


“Claim” means a “claim”
as defined in Section 101(5) of the Bankruptcy Code.


 






     A-2


     


    

 


“Clearing Agency” means
an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act.


 


“Clearing Agency Participant”
means a securities broker, dealer, bank, trust company, clearing corporation or other financial institution or other Person for
whom from time to time a Clearing Agency effects book entry transfers and pledges of securities deposited with such Clearing Agency.


 


“Closing Date” means, [___________],
2021, the date on which the Environmental Trust Bonds are to be originally issued in accordance with Section 2.10 of the Indenture
and the Series Supplement.


 


“Code” means the Internal
Revenue Code of 1986, as amended.


 


“Collection Account” is
defined in Section 8.02(a) of this Indenture.


 


“Collection Period” means,
with respect to any True-Up Adjustment, the period comprised of the twelve (12) succeeding Billing Periods beginning with the Billing
Period in which a True-Up Adjustment would go into effect; provided that for the purpose of calculating the first Periodic Revenue
Requirement as of the Closing Date, “Collection Period” means, initially, the period commencing on the Closing Date
and ending on the last day of [_______, 20[__].]


 


“Company Minutes” is defined
in Section 1(a)(iv) of the Administration Agreement.


 


“Corporate Trust Office”
means the office of the Indenture Trustee at which, at any particular time, its corporate trust business shall be administered,
which office as of the date hereof is located at [•]; Telephone: [•]; Facsimile: [•], or at such other address
as the Indenture Trustee may designate from time to time by notice to the Holders of Environmental Trust Bonds and the Issuer,
or the principal corporate trust office of any successor trustee designated by like notice.


 


“Covenant Defeasance Option”
is defined in Section 4.01(b) of the Indenture.


 


“Customer” means each existing
and future customer that obtains retail electric distribution service from Wisconsin Electric or its successors, regardless of
whether the customer obtains other service from a different energy utility or other energy supplier.


 


“Daily Remittance Amount”
is defined in Section 6.11(a) of the Servicing Agreement.


 


“Default” means any occurrence
that is, or with notice or the lapse of time or both would become, an Event of Default as defined in Section 5.01 of the
Indenture.


 


“Definitive Environmental Trust Bonds”
is defined in Section 2.11 of the Indenture.


 






     A-3


     


    

 


“Delaware UCC” means the
Uniform Commercial Code as in effect on the date hereof in the State of Delaware.


 


“DTC” means The Depository
Trust Company or any successor thereto.


 


“EC Charge Collections”
means the payments made by Customers based on the Environmental Control Charges that are actually received by the Servicer.


 


“EC Rate Class” means one
of the separate rate classes to whom Environmental Control Charges are allocated for ratemaking purposes in accordance with the
Financing Order.


 


“Eligible Account” means
a segregated non-interest-bearing trust account with an Eligible Institution.


 


“Eligible Institution”
means:


 


(a)          the
corporate trust department of the Indenture Trustee, so long as any of the securities of the Indenture Trustee have (i) either a
short-term credit rating from Moody’s and Fitch of at least “P-1” and “F1”, respectively, or a
long-term unsecured debt rating from Moody’s and Fitch of at least “A2” and “A”, respectively, and
(ii) have a credit rating from S&P of at least “A”; or


 


(b)         
a depository institution organized under the laws of the United States of America or any State (or any domestic branch of
a foreign bank) (i) that has either (A) a long-term issuer rating of “AA-” or higher by S&P, “A2” or
higher by Moody’s and “A” or higher by Fitch, or (B) a short-term issuer rating of “A-1” or higher
by S&P, “P-1” or higher by Moody’s and “F1” or higher by Fitch, and (ii) whose deposits are insured by the Federal Deposit
Insurance Corporation.


 


If so qualified under clause (b) above, the Indenture Trustee
may be considered an Eligible Institution for the purposes of clause (a) of this definition.


 


“Eligible Investments”
means instruments or investment property which evidence:


 


(a)         
direct obligations of, or obligations fully and unconditionally guaranteed as to timely payment by, the United States of
America;


 


(b)          demand
or time deposits of, unsecured certificates of deposit of, money market deposit accounts of or bankers’ acceptances issued
by, any depository institution (including the Indenture Trustee, acting in its commercial capacity) incorporated or organized
under the laws of the United States of America or any State thereof and subject to supervision and examination by U.S. federal
or state banking authorities, so long as the commercial paper or other short-term debt obligations of such depository institution
are, at the time of deposit, rated at least “A-1”, “P-1” and “F1” or their equivalents by
each of S&P, Moody’s and Fitch, or such lower rating as will not result in the downgrading or withdrawal of the ratings
of the Environmental Trust Bonds;


 






     A-4


     


    

 


(c)         
 commercial paper (including commercial paper of the Indenture Trustee, acting in its commercial capacity, and other than
commercial paper of Wisconsin Electric or any of its Affiliates), which at the time of purchase is rated at least “A-1”,
 “P-1” and “F1” or their equivalents by each of S&P, Moody’s and Fitch or such lower rating as
will not result in the downgrading or withdrawal of the ratings of the Environmental Trust Bonds;


 


(d)         
investments in money market funds having a rating in the highest investment category granted thereby (including funds for
which the Indenture Trustee or any of its Affiliates is investment manager or advisor) from Moody’s, S&P and Fitch;


 


(e)         
repurchase obligations with respect to any security that is a direct obligation of, or fully guaranteed by, the United States
of America or its agencies or instrumentalities, entered into with Eligible Institutions; and


 


(f)           repurchase
obligations with respect to any security or whole loan entered into with an Eligible Institution or with a registered broker/dealer
acting as principal and that meets the ratings criteria set forth below:


 


(i)           a
broker/dealer (acting as principal) registered as a broker or dealer under Section 15 of the Exchange Act (any such broker/dealer
being referred to in this definition as a “broker/dealer”), the unsecured short-term debt obligations of which are
rated at least “P-1” by Moody’s, “A-1+” by S&P and, if Fitch provides a rating thereon, “F-1+”
by Fitch at the time of entering into such repurchase obligation; or


 


(ii)          an
unrated broker/dealer, acting as principal, that is a wholly-owned subsidiary of a non-bank or bank holding company the unsecured short-term
debt obligations of which are rated at least “P-1” by Moody’s, “A-1+” by S&P and, if Fitch provides
a rating thereon, “F-1+” by Fitch at the time of purchase so long as the obligations of such unrated broker/dealer are unconditionally
guaranteed by such non-bank or bank holding company.


 


in each case maturing not later than the
Business Day immediately preceding the next Payment Date or Special Payment Date, if applicable (for the avoidance of doubt,
investments in money market funds or similar instruments which are redeemable on demand shall be deemed to satisfy the foregoing
requirement). Notwithstanding the foregoing: (1) no securities or investments which mature in 30 days or more shall be
 “Eligible Investments” unless the issuer thereof has either a short-term unsecured debt rating of at least
 “P-1” from Moody’s or a long-term unsecured debt rating of at least “A1” from Moody’s; (2) no securities or investments described in
clauses (b) through (d) above which have maturities of more than 30 days but less than or equal to 3 months shall be
 “Eligible Investments” unless the issuer thereof has a long-term unsecured debt rating of at least
 “A1” from Moody’s and a short-term unsecured debt rating of at least “P-1” from Moody’s; (3) no
securities or investments described in clauses (b) through (d) above which have maturities of more than 3 months shall be
 “Eligible Investments” unless the issuer thereof has a long-term unsecured debt rating of at least
 “A1” from Moody’s and a short-term unsecured debt rating of at least “P-1” from Moody’s; (4) no
securities or investments described in bullet points (b) through (d) above which have a maturity of 60 days or less will be Eligible
Investments unless such securities have a rating from S&P of at least “A-1”; and (5) no securities or investments
described in clauses (b) through (d) above which have a maturity of more than 60 days will be Eligible Investments unless such
securities have a rating from S&P of “AA-”, “A-1+” or “AAAm”.


 






     A-5


     


    

 


“Environmental Control Charge”
means any “environmental control charge” as defined in Section 196.027(1)(e) of the Statute that is authorized by the
Financing Order.


 


“Environmental Control Costs”
means “environmental control costs” as defined in the Statute.


 


“Environmental Control Property”
means all “environmental control property” (as defined in Section 196.027(1)(h) of the Statute) created pursuant to
the Financing Order, including the right to impose, collect and receive Environmental Control Charges as provided in the Financing
Order, the right to obtain True-Up Adjustments of the Environmental Control Charges as provided in the Financing Order and the
Statute, and all revenues or other proceeds arising from those rights and interests.


 


“Environmental Control Property Records”
is defined in Section 5.01 of the Servicing Agreement.


 


“Environmental Trust Bond Collateral”
is defined in the preamble of this Indenture.


 


“Environmental Trust Bond Interest
Rate” means, with respect to any Tranche of Environmental Trust Bonds, the rate at which interest accrues on the Environmental
Trust Bonds of such Tranche, as specified in the Series Supplement.


 


“Environmental Trust Bond Register”
is defined in Section 2.05 of the Indenture.


 


“Environmental Trust Bond Registrar”
is defined in Section 2.05 of the Indenture.


 


“Environmental Trust Bonds”
means the environmental trust bonds authorized by the Financing Order and issuance pursuant to this Indenture.


 


“Estimated EC Charge Collections”
means the sum of the EC Charge Collections which are deemed to have been received by the Servicer, calculated in accordance with
Annex I of the Servicing Agreement.


 


“Event of Default” is defined
in Section 5.01 of the Indenture.


 


“Excess Funds Subaccount”
is defined in Section 8.02(a) of the Indenture.


 


“Excess Remittance” means
the amount, if any, calculated for a particular Reconciliation Period, by which all Estimated EC Charge Collections remitted to
the Collection Account during such Reconciliation Period exceed EC Charge Collections received by the Servicer during such Reconciliation
Period.


 


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


 






     A-6


     


    

 


“Expected Amortization Schedule”
means, with respect to any Tranche, the expected amortization schedule related thereto set forth in the Series Supplement.


 


“Federal Book-Entry Regulations”
means 31 C.F.R. Part 357 et seq. (Department of Treasury).


 


“Federal Funds Rate” means,
for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates
on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published
for such day (or, if such day is not a Business Day, for the preceding Business Day) by the Federal Reserve Bank of New York, or,
if such rate is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions
received by the Servicer from three (3) federal funds brokers of recognized standing selected by it.


 


“Final” means, with respect
to the Financing Order, that the Financing Order has become final, that the Financing Order is not being appealed and that the
time for filing an appeal therefrom has expired.


 


“Final Maturity Date” means,
with respect to each Tranche of Environmental Trust Bonds, the final maturity date therefor as specified in the Series Supplement.


 


“Financing Costs” means
 “financing costs” as defined in the Statute.


 


“Financing Order” means
the financing order issued under the Statute by the PSCW to Wisconsin Electric on November 17, 2020, Docket No. 6630-ET-101, authorizing
the creation of the Environmental Control Property.


 


“Fitch” means Fitch Ratings,
Inc. or any successor thereto. References to Fitch are effective so long as Fitch is a Rating Agency.


 


“General Subaccount” is
defined in Section 8.02(a) of the Indenture.


 


“Global Environmental Trust Bond”
means an Environmental Trust Bond to be issued to the Holders thereof in Book-Entry Form, which Global Environmental Trust Bond
shall be issued to the Clearing Agency, or its nominee, in accordance with Section 2.11 of the Indenture and the Series
Supplement.


 


“Governmental Authority”
means any nation or government, any U.S. federal, state, local or other political subdivision thereof and any court, administrative
agency or other instrumentality or entity exercising executive, legislative, judicial, regulatory or administrative functions of
government.


 


“Grant”
means mortgage, pledge, bargain, sell, warrant, alienate, remise, release, convey, grant, transfer, create, grant a lien
upon, a security interest in and right of set-off against, deposit, set over and confirm pursuant to the Indenture and the
Series Supplement. A Grant of the Environmental Trust Bond Collateral or of any other agreement or instrument included
therein shall include all rights, powers and options (but none of the obligations) of the granting party thereunder,
including the immediate and continuing right to claim for, collect, receive and give receipt for payments in respect of the
Environmental Trust Bond Collateral and all other moneys payable thereunder, to give and receive notices and other
communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of
the granting party or otherwise and generally to do and receive anything that the granting party is or may be entitled to do
or receive thereunder or with respect thereto.


 






     A-7


     


    

 


“Hague Securities Convention”
means the Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary, ratified September
28, 2016, S. Treaty Doc. No, 112-6 (2012).


 


“Holder” means the Person
in whose name an Environmental Trust Bond is registered on the Environmental Trust Bond Register.


 


“Indemnified Losses” is
defined in Section 5.03 of the Servicing Agreement.


 


“Indenture” means the Indenture,
dated as [•], 2021, by and between the Issuer and U.S. Bank, National Association, as Indenture Trustee and as Securities
Intermediary.


 


“Indenture Trustee” means
U.S. Bank, National Association, a national banking association, as indenture trustee for the benefit of the Secured Parties, or
any successor indenture trustee under the Indenture.


 


“Independent” means, when
used with respect to any specified Person, that such specified Person (a) is in fact independent of the Issuer, any other obligor
on the Environmental Trust Bonds, the Seller, the Servicer and any Affiliate of any of the foregoing Persons, (b) does not have
any direct financial interest or any material indirect financial interest in the Issuer, any such other obligor, the Seller, the
Servicer or any Affiliate of any of the foregoing Persons and (c) is not connected with the Issuer, any such other obligor, the
Seller, the Servicer or any Affiliate of any of the foregoing Persons as an officer, employee, promoter, underwriter, trustee,
partner, director (other than as an independent director or manager) or Person performing similar functions.


 


“Independent Certificate”
means a certificate to be delivered to the Indenture Trustee under the circumstances described in, and otherwise complying with,
the applicable requirements of Section 10.01 of the Indenture, made by an Independent appraiser or other expert appointed
by an Issuer Order and consented to by the Indenture Trustee, and such certificate shall state that the signer has read the definition
of “Independent” in the Indenture and that the signer is Independent within the meaning thereof.


 


“Independent Manager” is
defined in Section 4.01(a) of the LLC Agreement.


 


“Independent Manager Fee”
is defined in Section 4.01(a) of the LLC Agreement.


 


“Initial Payment Date”
is defined in Section 3 of the Series Supplement.


 






     A-8


     


    

 


“Insolvency
Event” means, with respect to a specified Person: (a) the filing of a decree or order for relief by a court having
jurisdiction in the premises in respect of such specified Person or any substantial part of its property in an involuntary
case under any applicable U.S. federal or state bankruptcy, insolvency or other similar law in effect as of the date hereof
or thereafter, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such
specified Person or for any substantial part of its property, or ordering the winding-up or liquidation of such specified
Person’s affairs, and such decree or order shall remain unstayed and in effect for a period of sixty (60) consecutive
days; or (b) the commencement by such specified Person of a voluntary case under any applicable U.S. federal or state
bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by such specified Person to the entry
of an order for relief in an involuntary case under any such law, or the consent by such specified Person to the appointment
of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such
specified Person or for any substantial part of its property, or the making by such specified Person of any general
assignment for the benefit of creditors, or the failure by such specified Person generally to pay its debts as such debts
become due, or the taking of action by such specified Person in furtherance of any of the foregoing.


 


“Intercreditor Agreement”
means, as the context may require, any intercreditor agreement that the Seller, the Servicer, the Issuer and the Indenture Trustee
enter into with either (i) the investors in any future accounts receivable or similar financing arrangement concerning receivables
payable by Customers or (ii) the trustee for any holders of bonds issued by Affiliates of Wisconsin Electric which are backed by
property consisting of charges payable by Customers pursuant to the Statute or any similar law, collections of which receivables
or other charges will be commingled with the EC Charge Collections, in each case subject to the terms of Section 10.17 of the Indenture.


 


“Interim-True Up Adjustment”
means any Mid-Year Interim True-Up Adjustment, Quarterly Interim True-Up Adjustment or Optional Interim True-Up Adjustment.


 


“Investment Company Act”
means the Investment Company Act of 1940, as amended.


 


“Investment Earnings” means
investment earnings on funds deposited in the Collection Account net of losses and investment expenses.


 


“Issuer” means WEPCo Environmental
Trust Finance I, LLC, a Delaware limited liability company, named as such in the Indenture until a successor replaces it and, thereafter,
means the successor and, for purposes of any provision contained herein and required by the Trust Indenture Act, each other obligor
on the Environmental Trust Bonds.


 


“Issuer Documents” is defined
in Section 1(a)(iv) of the Administration Agreement.


 


“Issuer Order” means a
written order signed in the name of the Issuer by any one of its Responsible Officers and delivered to the Indenture Trustee or
Paying Agent, as applicable.


 


“Issuer Request” means
a written request signed in the name of the Issuer by any one of its Responsible Officers and delivered to the Indenture Trustee
or Paying Agent, as applicable.


 






     A-9


     


    

 


“Legal Defeasance Option”
is defined in Section 4.01(b) of the Indenture.


 


“Letter of Representations”
means any applicable agreement between the Issuer and the applicable Clearing Agency, with respect to such Clearing Agency’s
rights and obligations (in its capacity as a Clearing Agency) with respect to any Book-Entry Environmental Trust Bonds.


 


“Lien” means a security
interest, lien, mortgage, charge, pledge, claim or encumbrance of any kind.


 


“LLC Act” means the Delaware
Limited Liability Company Act, as amended.


 


“LLC Agreement” means the
Amended and Restated Limited Liability Company Agreement of the Issuer, dated as of March 12, 2021.


 


“Losses” is defined in
Section 1.01(b) of the Sale Agreement.


 


“Manager” means each manager
of the Issuer under the LLC Agreement.


 


“Member” has the meaning
specified in the first paragraph of the LLC Agreement.


 


“Mid-Year Interim True-Up Adjustment”
means each adjustment to the Environmental Control Charges made on the Mid-Year True-Up Adjustment Date pursuant to the terms of
the Financing Order in accordance with Section 4.01(b)(iii) of the Servicing Agreement.


 


“Mid-Year True-Up Adjustment Date”
means [__________] of each year, commencing with [______], 20[__].


 


“Mid-Year True-Up Adjustment Filing
Date” is defined in Section 4.01(b)(iii) of the Servicing Agreement.


 


“Minimum Denomination”
is defined in the Series Supplement.


 


“Monthly Servicer’s Certificate”
is defined in Section 3.01(b)(i) of the Servicing Agreement.


 


“Moody’s” means Moody’s
Investors Service, Inc. or any successor thereto. References to Moody’s are effective so long as Moody’s is a Rating
Agency.


 


“Non-Routine True-Up Adjustment”
has the meaning set forth in Section 4.01(b)(ii) of the Servicing Agreement.


 


“Non-Routine True-Up Adjustment Date”
means the date a Non-Routine True-Up Adjustment becomes effective, which shall be the date such Non-Routine True-Up Adjustment
is approved by the PSCW.


 






     A-10


     


    

 


“NY UCC” means the Uniform
Commercial Code as in effect on the date hereof in the State of New York.


 


“Officer’s Certificate”
means a certificate signed by a Responsible Officer of the Issuer under the circumstances described in, and otherwise complying
with, the applicable requirements of Section 10.01 of the Indenture, and delivered to the Indenture Trustee. Unless otherwise
specified, any reference in the Indenture to an Officer’s Certificate shall be to an Officer’s Certificate of any Responsible
Officer of the party delivering such certificate.


 


“Operating Expenses” means
all ongoing Financing Costs of the Issuer (other than interest on the Environmental Trust Bonds), including all amounts owed by
the Issuer to the Indenture Trustee (including indemnities, legal, audit fees and expenses) or any Manager, the Servicing Fee and
other amounts owed to the Servicer pursuant to the Servicing Agreement, the Administration Fee and other amounts owed to the Administrator
pursuant to the Administration Agreement, legal and accounting fees, Rating Agency fees, costs and expenses of the Issuer and any
franchise or other taxes owed by the Issuer, including on investment income in the Collection Account.


 


“Opinion of Counsel” means
one or more written opinions of counsel, who may, except as otherwise expressly provided in the Basic Documents, be employees of
or counsel to the party providing such opinion of counsel, which counsel shall be reasonably acceptable to the party receiving
such opinion of counsel, and shall be in form and substance reasonably acceptable to such party. Any Opinion of Counsel may be
based, insofar as it relates to factual matters (including financial and capital markets), upon a certificate or opinion of, or
representations by, an officer or officers of the Servicer or the Issuer and other documents necessary and advisable in the judgment
of counsel delivering such opinion.


 


“Optional Interim True-Up Adjustment”
means each adjustment to the Environmental Control Charges made pursuant to the terms of the Financing Order in accordance with
Section 4.01(b)(iv) of the Servicing Agreement.


 


“Outstanding” means, as
of the date of determination, all Environmental Trust Bonds theretofore authenticated and delivered under this Indenture, except:


 


(a)              Environmental
Trust Bonds theretofore canceled by the Environmental Trust Bond Registrar or delivered to the Environmental Trust Bond Registrar
for cancellation;


 


(b)              Environmental
Trust Bonds or portions thereof the payment for which money in the necessary amount has been theretofore deposited with the Indenture
Trustee or any Paying Agent in trust for the Holders of such Environmental Trust Bonds; and


 


(c)              Environmental
Trust Bonds in exchange for or in lieu of other Environmental Trust Bonds which have been issued pursuant to this Indenture unless
proof satisfactory to the Indenture Trustee is presented that any such Environmental Trust Bonds are held by a Protected Purchaser;


 






     A-11


     


    

 


provided, that, in determining
whether the Holders of the requisite Outstanding Amount of the Environmental Trust Bonds or any Tranche thereof have given
any request, demand, authorization, direction, notice, consent or waiver hereunder or under any Basic Document, Environmental
Trust Bonds owned by the Issuer, any other obligor upon the Environmental Trust Bonds, the Member, the Seller, the Servicer
or any Affiliate of any of the foregoing Persons shall be disregarded and deemed not to be Outstanding (unless one or more
such Persons owns 100% of such Environmental Trust Bonds), except that, in determining whether the Indenture Trustee shall be
protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Environmental
Trust Bonds that the Indenture Trustee actually knows to be so owned shall be so disregarded. Environmental Trust Bonds so
owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of
the Indenture Trustee the pledgee’s right so to act with respect to such Environmental Trust Bonds and that the pledgee
is not the Issuer, any other obligor upon the Environmental Trust Bonds, the Member, the Seller, the Servicer or any
Affiliate of any of the foregoing Persons.


 


“Outstanding Amount” means
the aggregate principal amount of all Environmental Trust Bonds, or, if the context requires, all Environmental Trust Bonds of
a Tranche, Outstanding at the date of determination.


 


“Paying Agent” means, with
respect to the Indenture, the Indenture Trustee and any other Person appointed as a paying agent for the Environmental Trust Bonds
pursuant to the Indenture.


 


“Payment Date” means, with
respect to any Tranche of Environmental Trust Bonds, the dates specified in the Series Supplement; provided, that if any
such date is not a Business Day, the Payment Date shall be the Business Day succeeding such date.


 


“Periodic Billing Requirement”
means, for any Collection Period, the aggregate amount of Environmental Control Charges calculated by the Servicer as necessary
to be billed during such period in order to collect the Periodic Revenue Requirement on a timely basis.


 


“Periodic Interest” means,
with respect to any Payment Date, the periodic interest for such Payment Date as specified in the Series Supplement.


 


“Periodic Revenue
Requirement” for any Collection Period means the total dollar amount of EC Charge Collections reasonably calculated
by the Servicer in accordance with Section 4.01 of the Servicing Agreement as necessary to be received during such Collection
Period (after giving effect to the allocation and distribution of amounts on deposit in the Excess Funds Subaccount at the
time of calculation and which are projected to be available for payments on the Environmental Trust Bonds at the end of such
Collection Period and including any shortfalls in Periodic Revenue Requirements for any prior Collection Period) in order to
ensure that, as of the last Payment Date occurring in such Collection Period, (a) all accrued and unpaid interest on the
Environmental Trust Bonds then due shall have been paid in full on a timely basis, (b) the Outstanding Amount of the
Environmental Trust Bonds is equal to the Projected Unpaid Balance on each Payment Date during such Collection Period, (c)
the balance on deposit in the Capital Subaccount equals the Required Capital Level and (d) all other fees and expenses due
and owing and required or allowed to be paid under Section 8.02 of the Indenture as of such date shall have been paid in
full; provided, that, with respect to any Annual True-Up Adjustment or Interim True-Up Adjustment occurring after the last
Scheduled Final Payment Date for the Environmental Trust Bonds, the Periodic Revenue Requirements shall be calculated to
ensure that sufficient Environmental Control Charges will be collected to retire the Environmental Trust Bonds in full as of
the next Payment Date.


 






     A-12


     


    

 


“Periodic Principal” means,
with respect to any Payment Date, the excess, if any, of the Outstanding Amount of Environmental Trust Bonds over the outstanding
principal balance specified for such Payment Date on the Expected Amortization Schedule.


 


“Permitted Lien” means
the Lien created by the Indenture.


 


“Permitted Successor” is
defined in Section 5.02 of the Sale Agreement.


 


“Person” means any individual,
corporation, limited liability company, estate, partnership, joint venture, association, joint stock company, trust (including
any beneficiary thereof), unincorporated organization or Governmental Authority.


 


“Predecessor Environmental Trust
Bond” means, with respect to any particular Environmental Trust Bond, every previous Environmental Trust Bond evidencing
all or a portion of the same debt as that evidenced by such particular Environmental Trust Bond, and, for the purpose of this definition,
any Environmental Trust Bond authenticated and delivered under Section 2.06 of the Indenture in lieu of a mutilated, lost,
destroyed or stolen Environmental Trust Bond shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen
Environmental Trust Bond.


 


“Premises” is defined in
Section 1(g) of the Administration Agreement.


 


“Proceeding” means any
suit in equity, action at law or other judicial or administrative proceeding.


 


“Projected Unpaid Balance”
means, as of any Payment Date, the sum of the projected outstanding principal amount of each Tranche of the Environmental Trust
Bonds for such Payment Date set forth in the Expected Amortization Schedule.


 


“Prospectus” means the
prospectus dated [________], 2021 relating to the Environmental Trust Bonds.


 


“Protected Purchaser” has
the meaning specified in Section 8-303 of the UCC.


 


“PSCW” means the Public
Service Commission of Wisconsin and any successor thereto.


 


“PSCW Regulations” means
the regulations, including proposed or temporary regulations, promulgated by the PSCW pursuant to Wisconsin law.


 


“Quarterly Interim True-Up Adjustment”
means each adjustment to the Environmental Control Charges made on the Quarterly True-Up Adjustment Date pursuant to the terms
of the Financing Order in accordance with Section 4.01(b)(iii) of the Servicing Agreement.


 






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“Quarterly True-Up Adjustment Date”
means each of [_________] (the date that is three months after the Annual True-Up Adjustment Date) and [__________] (the date that
is three months after the Mid-Year True-Up Adjustment Date).


 


“Quarterly True-Up Adjustment Filing
Date” is defined in Section 4.01(b)(iii) of the Servicing Agreement.


 


“Rating Agency” means,
with respect to any Tranche of Environmental Trust Bonds, any of Moody’s, S&P or Fitch that provides a rating with respect
to the Environmental Trust Bonds. If no such organization (or successor) is any longer in existence, “Rating Agency”
shall be a nationally recognized statistical rating organization or other comparable Person designated by the Issuer, notice of
which designation shall be given to the Indenture Trustee and the Servicer.


 


“Rating Agency Condition”
means, with respect to any action, not less than ten (10) Business Days’ prior written notification to each Rating Agency
of such action, and written confirmation from each of S&P and Moody’s to the Servicer, the Indenture Trustee and the
Issuer that such action will not result in a suspension, reduction or withdrawal of the then current rating by such Rating Agency
of any Tranche of Environmental Trust Bonds; provided, that, if, within such ten (10) Business Day period, any Rating Agency
(other than S&P) has neither replied to such notification nor responded in a manner that indicates that such Rating Agency
is reviewing and considering the notification, then (a) the Issuer shall be required to confirm that such Rating Agency has received
the Rating Agency Condition request and, if it has, promptly request the related Rating Agency Condition confirmation and (b) if
the Rating Agency neither replies to such notification nor responds in a manner that indicates it is reviewing and considering
the notification within five (5) Business Days following such second (2nd) request, the applicable Rating Agency Condition
requirement shall not be deemed to apply to such Rating Agency. For the purposes of this definition, any confirmation, request,
acknowledgment or approval that is required to be in writing may be in the form of electronic mail or a press release (which may
contain a general waiver of a Rating Agency’s right to review or consent).


 


“Reconciliation Period”
means the twelve-month period commencing on January 1 of each year and ending on December 31 of each year; provided, however, that
the initial Reconciliation Period shall commence on the Closing Date and end on December 31, 2021.


 


“Record Date” means, with
respect to a Payment Date, in the case of Definitive Environmental Trust Bonds, the close of business on the last day of the calendar
month preceding the calendar month in which such Payment Date occurs, and in the case of Book-Entry Environmental Trust Bonds,
one Business Day prior to the applicable Payment Date.


 


“Registered Holder” means
the Person in whose name an Environmental Trust Bond is registered on the Environmental Trust Bond Register.


 


“Regulation AB” means the
rules of the SEC promulgated under Subpart 229.1100 — Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125,
as such may be amended from time to time.


 






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“Released Parties” is defined
in Section 6.02(e) of the Servicing Agreement.


 


“Remittance Shortfall”
means the amount, if any, calculated for a particular Reconciliation Period, by which EC Charge Collections received by the Servicer
during such Reconciliation Period exceed Estimated EC Charge Collections remitted by the Servicer to the Collection Account during
such Reconciliation Period.


 


“Required Capital Level”
means an amount equal to 0.50% of the initial principal amount of the Environmental Trust Bonds, or such higher amount as may be
set forth in the Series Supplement, deposited into the Capital Subaccount by the Member prior to or upon the issuance of the Environmental
Trust Bonds.


 


“Requirements of Law” means
any foreign, U.S. federal, state or local laws, statutes, regulations, rules, codes or ordinances enacted, adopted, issued or promulgated
by any Governmental Authority or common law.


 


“Responsible Officer” means,
with respect to: (a) the Issuer, any Manager or any duly authorized officer; (b) the Indenture Trustee, any officer within the
Corporate Trust Office of such trustee (including the President, any Vice President, any Assistant Vice President, any Secretary,
any Assistant Treasurer, any Trust Officer or any other officer of the Indenture Trustee customarily performing functions similar
to those performed by persons who at the time shall be such officers, respectively, and that has direct responsibility for the
administration of the Indenture and also, with respect to a particular matter, any other officer to whom such matter is referred
to because of such officer’s knowledge and familiarity with the particular subject); (c) any corporation (other than the
Indenture Trustee), the Chief Executive Officer, the President, any Vice President, the Chief Financial Officer, the Treasurer,
any Assistant Treasurer or any other duly authorized officer of such Person who has been authorized to act in the circumstances;
(d) any partnership, any general partner thereof; and (e) any other Person (other than an individual), any duly authorized officer
or member of such Person, as the context may require, who is authorized to act in matters relating to such Person.


 


“Retirement of the Environmental
Trust Bonds” means the day on which the final payment is made to the Indenture Trustee in respect of the last Outstanding
Environmental Trust Bond.


 


“Return on Invested Capital”
means, for any Payment Date with respect to any Collection Period, the sum of (i) the rate of return, payable to Wisconsin Electric,
on its Capital Contribution equal to the interest rate on the environmental trust bonds (or, if there is more than one tranche,
the interest rate on the longest maturing tranche of the environmental trust bonds), plus (ii) any return specified in clause (i)
that is not paid on any prior Payment Date.


 


“S&P” means S&P
Global Ratings, a division of S&P Global Inc., or any successor thereto. References to S&P are effective so long as S&P
is a Rating Agency.


 


“Sale Agreement” means
the Environmental Control Property Purchase and Sale Agreement, dated as of [__________], 2021, by and between the Issuer and Wisconsin
Electric.


 






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“Scheduled Final Payment Date”
means, with respect to each Tranche of Environmental Trust Bonds, the date when all interest and principal is scheduled to be paid
with respect to that Tranche in accordance with the Expected Amortization Schedule, as specified in the Series Supplement. For
the avoidance of doubt, the Scheduled Final Payment Date with respect to any Tranche shall be the last Scheduled Payment Date set
forth in the Expected Amortization Schedule relating to such Tranche. The “last Scheduled Final Payment Date” means
the Scheduled Final Payment Date of the latest maturing Tranche of Environmental Trust Bonds.


 


“Scheduled Payment Date”
means, with respect to each Tranche of Environmental Trust Bonds, each Payment Date on which principal for such Tranche is to be
paid in accordance with the Expected Amortization Schedule for such Tranche.


 


“SEC” means the U.S. Securities
and Exchange Commission.


 


“Secured Obligations” is
defined in the Series Supplement.


 


“Secured Parties” means
the Indenture Trustee, the Holders and any credit enhancer described in the Series Supplement.


 


“Securities Act” means
the Securities Act of 1933, as amended.


 


“Securities Intermediary”
means U.S. Bank, National Association, a national banking association, solely in the capacity of a “securities intermediary”
as defined in the NY UCC and Federal Book-Entry Regulations or any successor securities intermediary under the Indenture.


 


“Seller” is defined in
the preamble to the Sale Agreement.


 


“Semi-Annual Servicer’s Certificate”
is defined in Section 4.01(c)(ii) of the Servicing Agreement.


 


“Series Supplement” means
the indenture supplemental to the Indenture in the form attached as Exhibit B to the Indenture that authorizes the issuance
of the Environmental Trust Bonds.


 


“Servicer” means Wisconsin
Electric, as Servicer under the Servicing Agreement, or any successor Servicer to the extent permitted under the Servicing Agreement.


 


“Servicer Business Day”
means any day other than a Saturday, a Sunday or a holiday, on which the Servicer maintains normal office hours and conducts business.


 


“Servicer Default” is defined
in Section 7.01 of the Servicing Agreement.


 


“Servicer Policies and Practices”
is defined in Annex I to the Servicing Agreement.


 






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“Servicing Agreement” means
the Environmental Control Property Servicing Agreement, dated as of [__________], 2021, by and between the Issuer and Wisconsin
Electric.


 


“Servicing Fee” is defined
in Section 6.06(a) of the Servicing Agreement.


 


“Servicing Standard” means
the obligation of the Servicer to calculate, apply, remit and reconcile proceeds of the Environmental Control Property, including
EC Charge Payments, and all other Environmental Trust Bond Collateral for the benefit of the Issuer and the Holders (a) with the
same degree of care and diligence as the Servicer applies with respect to payments owed to it for its own account, (b) in accordance
with all applicable procedures and requirements established by the PSCW for collection of electric utility tariffs and (c) in accordance
with the other terms of the Servicing Agreement.


 


“Special Member” is defined
in Section 1.02(b) of the LLC Agreement.


 


“Special Payment Date”
means the date on which, with respect to any Tranche of Environmental Trust Bonds, any payment of principal of or interest (including
any interest accruing upon default) on, or any other amount in respect of, the Environmental Trust Bonds of such Tranche that is
not actually paid within five (5) days of the Payment Date applicable thereto is to be made by the Indenture Trustee to the Holders.


 


“Special Record Date” means,
with respect to any Special Payment Date, the close of business on the fifteenth (15th) day (whether or not a Business
Day) preceding such Special Payment Date.


 


“Sponsor” means Wisconsin
Electric, in its capacity as “sponsor” of the Environmental Trust Bonds within the meaning of Regulation AB.


 


“State” means any one of
the fifty states of the United States of America or the District of Columbia.


 


“State Pledge” means the
pledge of the State of Wisconsin as set forth in 196.027(8) of the Statute.


 


“Statute” means Wisconsin
Statutes Section 196.027.


 


“Subaccounts” is defined
in Section 8.02(a) of the Indenture.


 


“Successor Servicer” is
defined in Section 3.07(e) of the Indenture.


 


“Tariff” means the Tariff
filed with the PSCW pursuant to the Statute to evidence the Environmental Control Charges pursuant to the Financing Order.


 


“Tax Returns” is defined
in Section 1(a)(iii) of the Administration Agreement.


 


“Temporary Environmental Trust
Bonds” means Environmental Trust Bonds executed and, upon the receipt of an Issuer Order, authenticated and
delivered by the Indenture Trustee pending the preparation of Definitive Environmental Trust Bonds pursuant to Section
2.04 of the Indenture.


 






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“Termination Notice” is
defined in Section 7.01 of the Servicing Agreement.


 


“Tranche” means any one
of the groupings of Environmental Trust Bonds differentiated by payment date schedule, maturity date, interest rate or amortization
schedule, as specified in the Series Supplement.


 


“True-Up Adjustment” means
any Annual True-Up Adjustment, Interim True-Up Adjustment or Non-Routine True-Up Adjustment, as the case may be.


 


“Trust Indenture Act” means
the Trust Indenture Act of 1939, as amended, as in force on the Closing Date, unless otherwise specifically provided.


 


“UCC” means the Uniform
Commercial Code as in effect in the relevant jurisdiction.


 


“Underwriters” means the
underwriters who purchase Environmental Trust Bonds of any Tranche from the Issuer and sell such Environmental Trust Bonds in a
public offering.


 


“Underwriting Agreement”
means the Underwriting Agreement, dated [•], 2021, by and among Wisconsin Electric, the representatives of the several Underwriters
named therein and the Issuer.


 


“U.S. Government Obligations”
means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America
(including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America
is pledged and which are not callable at the option of the issuer thereof.


 


“Weighted Average Days Outstanding”
means the weighted average number of days Wisconsin Electric’s monthly bills to retail electric distribution customers remain
outstanding during the calendar year immediately preceding the calculation thereof pursuant to Section 4.01(b)(i) or Section
4.01(b)(iii) of the Servicing Agreement. The initial Weighted Average Days Outstanding shall be [___] days until updated pursuant
to Section 4.01(b)(i) or Section 4.01(b)(iii) of the Servicing Agreement.


 


“Wisconsin Electric” means
Wisconsin Electric Power Company, a Wisconsin corporation, and any of its successors or permitted assigns.


 


“Wisconsin UCC” means the
Uniform Commercial Code as in effect on the date hereof in the State of Wisconsin.


 


B.                 Rules of Construction. Unless the context otherwise requires, in each Basic Document to which this Appendix
A is attached or incorporated:


 






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(a)             All
accounting terms not specifically defined herein shall be construed in accordance with United States generally accepted accounting
principles. To the extent that the definitions of accounting terms in any Basic Document are inconsistent with the meanings of
such terms under generally accepted accounting principles or regulatory accounting principles, the definitions contained in such
Basic Document shall control.


 


(b)             The
term “including” means “including without limitation”, and other forms of the verb “include”
have correlative meanings.


 


(c)             All
references to any Person shall include such Person’s permitted successors and assigns, and any reference to a Person in
a particular capacity excludes such Person in other capacities.


 


(d)             Unless
otherwise stated in any of the Basic Documents, in the computation of a period of time from a specified date to a later specified
date, the word “from” means “from and including” and each of the words “to” and “until”
means “to but excluding”.


 


(e)              The
words “hereof”, “herein” and “hereunder” and words of similar import when used in any Basic
Document shall refer to such Basic Document as a whole and not to any particular provision of such Basic Document. References
to Articles, Sections, Appendices and Exhibits in any Basic Document are references to Articles, Sections, Appendices and Exhibits
in or to such Basic Document unless otherwise specified in such Basic Document.


 


(f)              The
various captions (including the tables of contents) in each Basic Document are provided solely for convenience of reference and
shall not affect the meaning or interpretation of any Basic Document.


 


(g)             The
definitions contained in this Appendix A apply equally to the singular and plural forms of such terms, and words of the
masculine, feminine or neuter gender shall mean and include the correlative words of other genders.


 


(h)             Unless
otherwise specified, references to an agreement or other document include references to such agreement or document as from time
to time amended, restated, reformed, supplemented or otherwise modified in accordance with the terms thereof (subject to any restrictions
on such amendments, restatements, reformations, supplements or modifications set forth in such agreement or document) and include
any attachments thereto.


 


(i)               References
to any law, rule, regulation or order of a Governmental Authority shall include such law, rule, regulation or order as from time
to time in effect, including any amendment, modification, codification, replacement or reenactment thereof or any substitution
therefor.


 


(j)              The
word “will” shall be construed to have the same meaning and effect as the word “shall”.


 


(k)              The
word “or” is not exclusive.


 


(l)              All
terms defined in the relevant Basic Document to which this Appendix A is attached shall have the defined meanings when
used in any certificate or other document made or delivered pursuant thereto unless otherwise defined therein.


 


(m)            A
term has the meaning assigned to it.


 



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