Comparable Treasury Price Uses in Definitions Clause

Definitions from Supplemental Indenture

ELEVENTH SUPPLEMENTAL INDENTURE, dated as of July 3, 2017 (this Supplemental Indenture), between TANGER PROPERTIES LIMITED PARTNERSHIP, a limited partnership duly organized and existing under the laws of North Carolina (hereinafter called the Issuer), having its principal executive office located at 3200 Northline Avenue, Suite 360, Greensboro, North Carolina 27408, and U.S. BANK NATIONAL ASSOCIATION (as successor in interest to State Street Bank and Trust Company), a national banking association having a corporate trust office at One Federal Street, 10th Floor, Boston, MA 02110 as successor trustee under the Original Indenture (as defined below) (the Trustee).

Definitions. Capitalized terms used but not otherwise defined in this Supplemental Indenture shall have the meanings ascribed to them in the Original Indenture. In addition, the following terms shall have the following meanings to be equally applicable to both the singular and the plural forms of the terms set forth below: COMPARABLE TREASURY ISSUE means, with respect to any redemption or acceleration date for the Notes, the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the Assumed Remaining Life (as defined in Section 1.4(d)) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes to be redeemed. COMPARABLE TREASURY PRICE means, with respect to any redemption or acceleration date for the Notes: (a) the average of four Reference Treasury Dealer Quotations for such redemption or acceleration date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (b) if the Issuer obtains fewer than four but more than one such Reference Treasury Dealer Quotations for such redemption or acceleration date, the average of all such quotations, or (c) if the Issuer obtains only one such Reference Treasury Dealer Quotation for such redemption or acceleration date, that Reference Treasury Dealer Quotation. DTC means The Depository Trust Company. GAAP means generally accepted accounting principles, as in effect from time to time, as used in the United States applied on a consistent basis. GLOBAL NOTE means a single fully-registered global note in book-entry form, without coupons, substantially in the form of Exhibit A attached hereto, which represents the Notes. INDENTURE means the Original Indenture as supplemented by this Supplemental Indenture and as further amended, modified or supplemented with respect to the Notes pursuant to the provisions of the Original Indenture. INDEPENDENT INVESTMENT BANKER means one of the Reference Treasury Dealers appointed by the Issuer. INTERCOMPANY DEBT means indebtedness owed by the Issuer, Company or any Subsidiary solely to the Issuer, Company or any Subsidiary. MATURITY DATE, when used with respect to any Note, means the date on which the principal of such Note or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, notice of redemption, notice of option to elect repayment or otherwise. REFERENCE TREASURY DEALER means with respect to any redemption or acceleration date for the Notes, each of (i) Wells Fargo Securities, LLC, a Primary Treasury Dealer (as defined herein) selected by SunTrust Robinson Humphrey, Inc. and a Primary Treasury Dealer selected by U.S. Bancorp Investments, Inc. (and their respective successors provided, however, that if any such firm or any such successor, as the case may be, ceases to be a primary U.S. Government securities dealer in The City of New York (a Primary Treasury Dealer), the Issuer shall substitute therefor another Primary Treasury Dealer); and (ii) two other Primary Treasury Dealers selected by the Issuer. REFERENCE TREASURY DEALER QUOTATIONS means, with respect to each Reference Treasury Dealer and any redemption or acceleration date for the Notes, the average, as determined by the Issuer, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Issuer by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such redemption or acceleration date. STATED MATURITY when used with respect to any Note or any installment of principal thereof or interest thereon, means the date specified in such Note or a coupon representing such installment of interest as the fixed date on which the principal of such Note or such installment of principal or interest is due and payable. SUBSIDIARY means any entity of which at the time of determination the Issuer or one or more other Subsidiaries owns or controls, directly or indirectly, more than 50% of the shares of Voting Stock. The foregoing definition of Subsidiary shall only be applicable with respect to the covenants and other definitions set forth herein. TOTAL UNENCUMBERED ASSETS as of any date means Total Assets minus the value of any properties of the Issuer and its Subsidiaries that are encumbered by any mortgage, charge, pledge, lien, security interest, trust deed, deed of trust, deed to secure debt, security agreement, or other encumbrance of any kind to secure Indebtedness (other than those relating to Intercompany Debt), including the value of any stock of any Subsidiary that is so encumbered determined on a consolidated basis in accordance with GAAP; provided, however, that, in determining Total Unencumbered Assets as a percentage of outstand

Definitions from Senior Note

INDENTURE dated as of June 8, 2017 among Healthcare Trust of America Holdings, LP, a Delaware limited partnership (hereinafter called the Issuer), Healthcare Trust of America, Inc., a Maryland corporation (hereinafter called the Guarantor or, in its capacity as the sole general partner of the Issuer, the General Partner), each having its principal office at 16435 N. Scottsdale Road, Suite 320, Scottsdale, Arizona 85254, and U.S. Bank National Association, as trustee hereunder (hereinafter called the Trustee).

Definitions. The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01. All other terms used in this Indenture that are defined in the Trust Indenture Act (as defined below) or which are by reference therein defined in the Securities Act (as defined below) (except as herein otherwise expressly provided or unless the context otherwise requires) shall have the respective meanings assigned to such terms in the Trust Indenture Act and in the Securities Act as in force at the date of the execution of this Indenture. The words herein, hereof, hereunder and words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other Subdivision. The terms defined in this Article include the plural as well as the singular. Acquired Debt means Debt of a Person (1) existing at the time such Person becomes a Subsidiary or (2) assumed in connection with the acquisition of assets from such Person, in each case, other than Debt incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or such acquisition. Acquired Debt shall be deemed to be incurred on the date of the related acquisition of assets from any Person or the date the acquired Person becomes a Subsidiary. Additional Interest has the meaning specified in Section 6.01(g) hereof. Additional Interest Notice has the meaning specified in Section 4.11 hereof. Additional Notes means additional Notes (other than the Initial Notes) issued under this Indenture in accordance with Sections 2.04, 2.11 and 4.09 hereof, as part of the same series as the Initial Notes. Adjusted Treasury Rate means, with respect to any Redemption Date, the rate per year equal to the semi-annual equivalent yield to maturity (computed on the third Business Day immediately preceding the Redemption Date) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. Affiliate of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, control, when used with respect to any specified Person means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms controlling and controlled have meanings correlative to the foregoing. Agent means any Note Registrar, co-registrar, Paying Agent or additional paying agent. Annual Debt Service Charge as of any date means the amount of interest expense determined on a consolidated basis in accordance with generally accepted accounting principles. Applicable Procedures means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange. Authentication Order has the meaning specified in Section 2.01 hereof. Bankruptcy Law means Title 11, U.S. Code or any similar federal, state, or foreign law for the relief of debtors. Benefited Party has the meaning specified in Section 15.01 hereof. Board of Directors means the board of directors of the General Partner or a committee of such board duly authorized to act for it hereunder. Business Day means, with respect to any Note, any day, other than a Saturday, Sunday or any other day on which banking institutions in New York, New York are authorized or obligated by law or executive order to close. Clearstream means Clearstream Banking S.A. Commission means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time. Comparable Treasury Issue means the United States Treasury security selected by the Quotation Agent as having an actual or interpolated maturity comparable to the Remaining Life that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the Remaining Life. Comparable Treasury Price means, with respect to any Redemption Date, (1) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (2) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Quotations. Consoli

Definitions from Senior Note

INDENTURE dated as of June 8, 2017 among Healthcare Trust of America Holdings, LP, a Delaware limited partnership (hereinafter called the Issuer), Healthcare Trust of America, Inc., a Maryland corporation (hereinafter called the Guarantor or, in its capacity as the sole general partner of the Issuer, the General Partner), each having its principal office at 16435 N. Scottsdale Road, Suite 320, Scottsdale, Arizona 85254, and U.S. Bank National Association, as trustee hereunder (hereinafter called the Trustee).

Definitions. The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01. All other terms used in this Indenture that are defined in the Trust Indenture Act (as defined below) or which are by reference therein defined in the Securities Act (as defined below) (except as herein otherwise expressly provided or unless the context otherwise requires) shall have the respective meanings assigned to such terms in the Trust Indenture Act and in the Securities Act as in force at the date of the execution of this Indenture. The words herein, hereof, hereunder and words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other Subdivision. The terms defined in this Article include the plural as well as the singular. Acquired Debt means Debt of a Person (1) existing at the time such Person becomes a Subsidiary or (2) assumed in connection with the acquisition of assets from such Person, in each case, other than Debt incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or such acquisition. Acquired Debt shall be deemed to be incurred on the date of the related acquisition of assets from any Person or the date the acquired Person becomes a Subsidiary. Additional Interest has the meaning specified in Section 6.01(g) hereof. Additional Interest Notice has the meaning specified in Section 4.11 hereof. Additional Notes means additional Notes (other than the Initial Notes) issued under this Indenture in accordance with Sections 2.04, 2.11 and 4.09 hereof, as part of the same series as the Initial Notes. Adjusted Treasury Rate means, with respect to any Redemption Date, the rate per year equal to the semi-annual equivalent yield to maturity (computed on the third Business Day immediately preceding the Redemption Date) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. Affiliate of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, control, when used with respect to any specified Person means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms controlling and controlled have meanings correlative to the foregoing. Agent means any Note Registrar, co-registrar, Paying Agent or additional paying agent. Annual Debt Service Charge as of any date means the amount of interest expense determined on a consolidated basis in accordance with generally accepted accounting principles. Applicable Procedures means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange. Authentication Order has the meaning specified in Section 2.01 hereof. Bankruptcy Law means Title 11, U.S. Code or any similar federal, state, or foreign law for the relief of debtors. Benefited Party has the meaning specified in Section 15.01 hereof. Board of Directors means the board of directors of the General Partner or a committee of such board duly authorized to act for it hereunder. Business Day means, with respect to any Note, any day, other than a Saturday, Sunday or any other day on which banking institutions in New York, New York are authorized or obligated by law or executive order to close. Clearstream means Clearstream Banking S.A. Commission means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time. Comparable Treasury Issue means the United States Treasury security selected by the Quotation Agent as having an actual or interpolated maturity comparable to the Remaining Life that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the Remaining Life. Comparable Treasury Price means, with respect to any Redemption Date, (1) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (2) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Quotations. Consoli

Definitions from First Supplemental Indenture

SUPPLEMENTAL INDENTURE (this First Supplemental Indenture), dated as of April 15, 2010, between CABLEVISION SYSTEMS CORPORATION, a Delaware corporation (the Company), and U.S. BANK NATIONAL ASSOCIATION, as Trustee (the Trustee).

Definitions. For the benefit of the holders of the Notes, Section 101 of the Base Indenture shall be amended by adding the following new definitions: 2018 Notes has the meaning specified in the recitals hereto. 2020 Notes has the meaning specified in the recitals hereto. Additional 2018 Notes has the meaning specified in Section 3.02(b) hereto. Additional 2020 Notes has the meaning specified in Section 3.02(b) hereto. Additional Notes has the meaning specified in Section 3.02(b) hereto. Adjusted Treasury Rate means, with respect to any Redemption Date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. Base Indenture has the meaning specified in the recitals hereto. Comparable Treasury Issue means the United States Treasury security selected by a Quotation Agent as having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes. Comparable Treasury Price means, with respect to any Redemption Date, (1) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (2) if the Trustee obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such quotations. Global Note has the meaning specified in Section 3.01(a) hereto. Indenture has the meaning specified in the recitals hereto. Initial 2018 Notes has the meaning specified in Section 3.02(b) hereto. Initial 2020 Notes has the meaning specified in Section 3.02(b) hereto. Initial Notes has the meaning specified in Section 3.02(b) hereto. Notes has the meaning specified in the recitals hereto. Quotation Agent means the Reference Treasury Dealer appointed by the Trustee after consultation with the Company. Reference Treasury Dealer means (1) J.P. Morgan Securities Inc. and its successors; provided, however, that if the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a Primary Treasury Dealer), the Company shall substitute therefor another Primary Treasury Dealer; and (2) any other Primary Treasury Dealers selected by the Trustee after consultation with the Company. Reference Treasury Dealer Quotations means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Trustee, of the bid and ask prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date. Remaining Scheduled Payments means, with respect to each Note to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related Redemption Date for such redemption; provided, however, that, if such Redemption Date is not an Interest Payment Date with respect to such Note, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such Redemption Date. TIA has the meaning specified in Section 4.01 hereto. Trustee has the meaning specified in the first paragraph hereto.

Definitions from Supplemental Indenture

SUPPLEMENTAL INDENTURE (this Second Supplemental Indenture), dated as of September 27, 2012, between CABLEVISION SYSTEMS CORPORATION, a Delaware corporation (the Company), and U.S. BANK NATIONAL ASSOCIATION, as Trustee (the Trustee).

Definitions. For the benefit of the holders of the Notes, Section 101 of the Base Indenture shall be amended by adding the following new definitions: Additional Notes has the meaning specified in Section 3.02(b) hereof. Adjusted Treasury Rate means, with respect to any Redemption Date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. Base Indenture has the meaning specified in the recitals hereof. Comparable Treasury Issue means the United States Treasury security selected by a Quotation Agent as having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes. Comparable Treasury Price means, with respect to any Redemption Date, (1) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (2) if the Trustee obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such quotations. Global Note has the meaning specified in Section 3.01(a) hereof. Indenture has the meaning specified in the recitals hereof. Initial Notes has the meaning specified in Section 3.02(b) hereof. Notes has the meaning specified in the recitals hereof. Quotation Agent means the Reference Treasury Dealer appointed by the Trustee after consultation with the Company. Reference Treasury Dealer means (1) Merrill Lynch, Pierce, Fenner & Smith Incorporated and its successors; provided, however, that if the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a Primary Treasury Dealer), the Company shall substitute therefor another Primary Treasury Dealer; and (2) any other Primary Treasury Dealers selected by the Trustee after consultation with the Company. Reference Treasury Dealer Quotations means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Trustee, of the bid and ask prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date. Remaining Scheduled Payments means, with respect to each Note to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related Redemption Date for such redemption; provided, however, that, if such Redemption Date is not an Interest Payment Date with respect to such Note, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such Redemption Date. TIA has the meaning specified in Section 4.01 hereof. Trustee has the meaning specified in the first paragraph hereof.

Definitions

THIS SECURITY IS A REGISTERED GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, 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.

Definitions. Terms not otherwise defined herein shall have the meanings ascribed to such terms in the Indenture dated as of November 17, 2006, as amended by the Supplemental Indenture dated as of September 6, 2007 (as amended from time to time, the Indenture), between the Company and Wells Fargo Bank, National Association, as trustee (the Trustee). Comparable Treasury Issue means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate notes of comparable maturity to the remaining term of such Notes. Comparable Treasury Price means, with respect to any redemption date, (i) the average of three Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Quotation Agent obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such quotations. Quotation Agent means a Reference Treasury Dealer appointed by the Company. Reference Treasury Dealer means (i) Barclays Capital Inc., Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a Primary Treasury Dealer), the Company will substitute therefor another Primary Treasury Dealer and (ii) any two other Primary Treasury Dealers selected by the Company. Reference Treasury Dealer Quotations means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date. Treasury Rate means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

DEFINITIONS from Supplemental Indenture

TWENTY-NINTH SUPPLEMENTAL INDENTURE, dated as of March 10, 2017 (this Twenty-Ninth Supplemental Indenture), by and between PACIFIC GAS AND ELECTRIC COMPANY, a corporation duly organized and existing under the laws of the State of California (the Company or the Issuer), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association organized and existing under the laws of the United States of America (formerly known as The Bank of New York Trust Company, N.A.), as Trustee under the Base Indenture (as hereinafter defined) (the Trustee).

DEFINITIONS. Unless the context otherwise requires, capitalized terms used but not defined herein have the meaning set forth in the Indenture. The following additional terms are hereby established for purposes of this Twenty-Ninth Supplemental Indenture and shall have the meanings set forth in this Twenty-Ninth Supplemental Indenture only for purposes of this Twenty-Ninth Supplemental Indenture: 4.00% Senior Notes has the meaning set forth in Article III hereto. 3.30% Senior Notes has the meaning set forth in Section 201 hereto. Adjusted Treasury Rate means, with respect to any Redemption Date for any 3.30% Senior Notes, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. Comparable Treasury Issue means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the 3.30% Senior Notes to be redeemed, assuming, for such purpose, that the 3.30% Senior Notes matured on December 15, 2026 (the date that is three months prior to the maturity date) (the remaining term), that would be used, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term. Comparable Treasury Price means, with respect to any Redemption Date for any 3.30% Senior Notes, (1) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest of the Reference Treasury Dealer Quotations or (2) if the Company obtains fewer than four Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations so received. Original Issue Date means March 10, 2017. Primary Treasury Dealer means a primary U.S. Government Securities dealer in the United States. Quotation Agent means the Reference Treasury Dealer appointed by the Company. Redemption Price means the price at which 3.30% Senior Notes may be redeemed pursuant to Section 208(a) or Section 208(b) hereto, as applicable. Reference Treasury Dealer means (1) each of BNP Paribas Securities Corp., Goldman, Sachs & Co., RBC Capital Markets, LLC and Wells Fargo Securities, LLC, and their respective successors, unless any of them ceases to be a Primary Treasury Dealer, in which case the Company shall substitute another Primary Treasury Dealer; and (2) any other Primary Treasury Dealer selected by the Company. Reference Treasury Dealer Quotations means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by that Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date. For purposes of this definition only, Business Day means any day that is not a day on which banking institutions in New York City are authorized or required by law or regulation to close. Remaining Scheduled Payments means, with respect to each of the 3.30% Senior Notes that the Company is redeeming pursuant to Section 208(a) hereto, the remaining scheduled payments of principal and interest that would be due after the applicable Redemption Date if such 3.30% Senior Notes were not redeemed. However, if the Redemption Date is not a scheduled Interest Payment Date with respect to such 3.30% Senior Notes, the amount of the next succeeding scheduled interest payment on such 3.30% Senior Notes will be reduced by the amount of interest accrued on such 3.30% Senior Notes to the Redemption Date. U.S. Government Securities means securities which are (a) direct obligations of the United States of America for the payment on which its full faith and credit is pledged or (b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation of the United States of America, and which in the case of (a) and (b) are not callable or redeemable at the option of the issuer thereof, and shall also include a depositary receipt issued by a bank or trust company as custodian with respect to any such U.S. Government Security or a specific payment of interest on or principal of any such U.S. Government Security held by such custodian for the account of the holder of a depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Security evidenced by such depositary receipt.

DEFINITIONS from Supplemental Indenture

TWENTY-EIGHTH SUPPLEMENTAL INDENTURE, dated as of December 1, 2016 (this Twenty-Eighth Supplemental Indenture), by and between PACIFIC GAS AND ELECTRIC COMPANY, a corporation duly organized and existing under the laws of the State of California (the Company or the Issuer), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association organized and existing under the laws of the United States of America (formerly known as The Bank of New York Trust Company, N.A.), as Trustee under the Base Indenture (as hereinafter defined) (the Trustee).

DEFINITIONS. Unless the context otherwise requires, capitalized terms used but not defined herein have the meaning set forth in the Indenture. The following additional terms are hereby established for purposes of this Twenty-Eighth Supplemental Indenture and shall have the meanings set forth in this Twenty-Eighth Supplemental Indenture only for purposes of this Twenty-Eighth Supplemental Indenture: 4.00% Senior Notes has the meaning set forth in Section 301 hereto. Adjusted Treasury Rate means, with respect to any Redemption Date for any 4.00% Senior Notes, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. Calculation Agency Agreement means the Calculation Agency Agreement, dated as of December 1, 2016, by and between the Company and the Calculation Agent, as such agreement may be amended, modified or supplemented from time to time. Calculation Agent means The Bank of New York Mellon Trust Company, N.A. or such other Person as the Company shall from time to time designate in accordance with the Calculation Agency Agreement. Comparable Treasury Issue means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the 4.00% Senior Notes to be redeemed, assuming, for such purpose, that the 4.00% Senior Notes matured on June 1, 2046 (the date that is six months prior to the maturity date) (the remaining term), that would be used, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term. Comparable Treasury Price means, with respect to any Redemption Date for any 4.00% Senior Notes, (1) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest of the Reference Treasury Dealer Quotations or (2) if the Company obtains fewer than four Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations so received. Floating Rate Senior Notes has the meaning set forth in Section 201 hereto. Original Issue Date means December 1, 2016. Primary Treasury Dealer means a primary U.S. Government Securities dealer in the United States. Quotation Agent means the Reference Treasury Dealer appointed by the Company. Redemption Price means the price at which 4.00% Senior Notes may be redeemed pursuant to Section 308(a) or Section 308(b) hereto, as applicable. Reference Treasury Dealer means (1) each of Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Mizuho Securities USA Inc., and their respective successors, unless any of them ceases to be a Primary Treasury Dealer, in which case the Company shall substitute another Primary Treasury Dealer; and (2) any other Primary Treasury Dealer selected by the Company. Reference Treasury Dealer Quotations means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by that Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date. For purposes of this definition only, Business Day means any day that is not a day on which banking institutions in New York City are authorized or required by law or regulation to close. Remaining Scheduled Payments means, with respect to each of the 4.00% Senior Notes that the Company is redeeming pursuant to Section 308(a) hereto, the remaining scheduled payments of principal and interest that would be due after the applicable Redemption Date if such 4.00% Senior Notes were not redeemed. However, if the Redemption Date is not a scheduled Interest Payment Date with respect to such 4.00% Senior Notes, the amount of the next succeeding scheduled interest payment on such 4.00% Senior Notes will be reduced by the amount of interest accrued on such 4.00% Senior Notes to the Redemption Date. U.S. Government Securities means securities which are (a) direct obligations of the United States of America for the payment on which its full faith and credit is pledged or (b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation of the United States of America, and which in the case of (a) and (b) are not callable or redeemable at the option of the issuer thereof, and shall also include a depositary receipt issued by a bank or trust company as custodian with respect to any such U.S. Government Security or

Definitions from Collateral Agent

INDENTURE, dated as of October 17, 2016, among QCP AL REIT, LLC, QCP SNF West REIT, LLC, QCP SNF Central REIT, LLC and QCP SNF East REIT, LLC (collectively, the Issuers and each, an Issuer), the guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee (in such capacity, the Trustee) and notes collateral agent (together with its successors and assigns, the Notes Collateral Agent).

Definitions. Set forth below are certain defined terms used in this Indenture. Acquired Indebtedness means Indebtedness of a Person existing at the time such Person is merged into or consolidated with QCP or any of its Restricted Subsidiaries or becomes (including by redesignation) a Restricted Subsidiary of QCP or that is assumed in connection with an acquisition from such Person by a Restricted Subsidiary of QCP and Indebtedness encumbering any property or asset acquired from such Person; provided, however, that Indebtedness of such Person that is redeemed, repurchased, defeased, discharged, retired or otherwise repaid (or for which an irrevocable deposit is made in an amount sufficient to effect the foregoing) at the time of or immediately upon consummation of or substantially concurrently with the transactions by which such Person is merged into or consolidated with QCP or any of its Restricted Subsidiaries or becomes (including by redesignation) a Restricted Subsidiary of QCP or such acquisition shall not be deemed to be Indebtedness. Additional Notes means the Notes issued under the terms of this Indenture subsequent to the Issue Date. Adjusted Treasury Rate means, with respect to any redemption date, (1) the yield as of the earlier of (a) such redemption date and (b) the date on which such Notes are defeased or satisfied and discharged, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated H.15(519) or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption Treasury Constant Maturities, for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after November 1, 2019, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date, in each case calculated by the Issuers on the third Business Day immediately preceding the redemption date, plus, in the case of each of clauses (1) and (2), 0.50%. Affiliate means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. For purposes of this definition, control (including, with correlative meanings, the terms controlling, controlled by and under common control with), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. For the avoidance of doubt, prior to the effectiveness of the Spin-Off, HCP and its Subsidiaries (other than QCP and its Subsidiaries) shall not be affiliates of QCP and its Subsidiaries. After-Acquired Property means any property or assets (other than Excluded Property) of the Issuers or any Subsidiary Guarantor that secures or is required to secure any First Priority Lien Obligations (including any Secured Bank Indebtedness) that is not already subject to the Lien under the Security Documents. Agent means any Registrar or Paying Agent. Applicable Premium means with respect to a Note at any redemption date, the greater of (1) 1.00% of the principal amount of such Note and (2) the excess of (A) the present value at such redemption date of (i) the redemption price of such Note on November 1, 2019 (such redemption price being described in the first paragraph in Section 5 of the Note exclusive of any accrued and unpaid interest) plus (ii) all required remaining scheduled interest payments due on such Note through November 1, 2019 (but excluding accrued and unpaid interest to such redemption date), computed using a discount rate equal to the Adjusted Treasury Rate at such redemption date, over (B) the principal amount of such Note on such redemption date. Asset Sale means any sale, transfer or other disposition, including by way of merger, consolidation or Sale and Leaseback Transaction, in one transaction or a series of related transactions by QCP or any of its Restricted Subsidiaries to any Person other than QCP or any of its Restricted Subsidiaries of:

Definitions from Collateral Agent

INDENTURE, dated as of October 17, 2016, among QCP AL REIT, LLC, QCP SNF West REIT, LLC, QCP SNF Central REIT, LLC and QCP SNF East REIT, LLC (collectively, the Issuers and each, an Issuer), the guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee (in such capacity, the Trustee) and notes collateral agent (together with its successors and assigns, the Notes Collateral Agent).

Definitions. Set forth below are certain defined terms used in this Indenture. Acquired Indebtedness means Indebtedness of a Person existing at the time such Person is merged into or consolidated with QCP or any of its Restricted Subsidiaries or becomes (including by redesignation) a Restricted Subsidiary of QCP or that is assumed in connection with an acquisition from such Person by a Restricted Subsidiary of QCP and Indebtedness encumbering any property or asset acquired from such Person; provided, however, that Indebtedness of such Person that is redeemed, repurchased, defeased, discharged, retired or otherwise repaid (or for which an irrevocable deposit is made in an amount sufficient to effect the foregoing) at the time of or immediately upon consummation of or substantially concurrently with the transactions by which such Person is merged into or consolidated with QCP or any of its Restricted Subsidiaries or becomes (including by redesignation) a Restricted Subsidiary of QCP or such acquisition shall not be deemed to be Indebtedness. Additional Notes means the Notes issued under the terms of this Indenture subsequent to the Issue Date. Adjusted Treasury Rate means, with respect to any redemption date, (1) the yield as of the earlier of (a) such redemption date and (b) the date on which such Notes are defeased or satisfied and discharged, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated H.15(519) or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption Treasury Constant Maturities, for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after November 1, 2019, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date, in each case calculated by the Issuers on the third Business Day immediately preceding the redemption date, plus, in the case of each of clauses (1) and (2), 0.50%. Affiliate means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. For purposes of this definition, control (including, with correlative meanings, the terms controlling, controlled by and under common control with), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. For the avoidance of doubt, prior to the effectiveness of the Spin-Off, HCP and its Subsidiaries (other than QCP and its Subsidiaries) shall not be affiliates of QCP and its Subsidiaries. After-Acquired Property means any property or assets (other than Excluded Property) of the Issuers or any Subsidiary Guarantor that secures or is required to secure any First Priority Lien Obligations (including any Secured Bank Indebtedness) that is not already subject to the Lien under the Security Documents. Agent means any Registrar or Paying Agent. Applicable Premium means with respect to a Note at any redemption date, the greater of (1) 1.00% of the principal amount of such Note and (2) the excess of (A) the present value at such redemption date of (i) the redemption price of such Note on November 1, 2019 (such redemption price being described in the first paragraph in Section 5 of the Note exclusive of any accrued and unpaid interest) plus (ii) all required remaining scheduled interest payments due on such Note through November 1, 2019 (but excluding accrued and unpaid interest to such redemption date), computed using a discount rate equal to the Adjusted Treasury Rate at such redemption date, over (B) the principal amount of such Note on such redemption date. Asset Sale means any sale, transfer or other disposition, including by way of merger, consolidation or Sale and Leaseback Transaction, in one transaction or a series of related transactions by QCP or any of its Restricted Subsidiaries to any Person other than QCP or any of its Restricted Subsidiaries of: