Common use of NOW, THEREFORE, THIS INDENTURE WITNESSETH Clause in Contracts

NOW, THEREFORE, THIS INDENTURE WITNESSETH. GRANTING CLAUSES That the Authority, in consideration of the premises and the acceptance by the Trustee of the trusts hereby created and of the purchase and acceptance of the Bonds by the holders and owners thereof, and the sum of One Dollar ($1.00), lawful money of the United States of America, to it duly paid by the Trustee, at or before the execution and delivery of these presents, and for other good and valuable consideration, the receipt of which is hereby acknowledged, and in order to secure the payment of the principal of and premium, if any, and interest on the Bonds according to their tenor and effect and to secure the performance and observance by the Authority of all the covenants expressed or implied herein and in the Bonds, subject to all of the provisions hereof, does hereby grant, bargain, sell, convey, assign and pledge unto the Trustee, and unto its successor or successors in trust, and to them and their assigns forever, for the securing of the performance of the obligations of the Authority hereinafter set forth: GRANTING CLAUSE FIRST All the rights and interest of the Authority in and to the (i) Collateral Trust Mortgage Bonds delivered by the Company pursuant to Section 5.9 of the Loan Agreement, (ii) Loan Agreement (except for the rights of the Authority under Sections 5.4, 5.6, 5.7, 5.8 and 8.5 of the Loan Agreement and any rights of the Authority to receive notices, certificates, requests, requisitions, directions and other communications under the Loan Agreement), and (iii) all Revenues and the proceeds of all thereof, including the right to receive the Collateral Trust Mortgage Bonds.

NOW, THEREFORE, THIS INDENTURE WITNESSETH. GRANTING CLAUSES That the Authority, Issuer in consideration of the premises and premises, of the acceptance by the Trustee of the trusts hereby created created, of the mutual covenants herein contained and of the purchase and acceptance of the Bonds by the holders and owners Owners thereof, and the sum of One Dollar ($1.00), lawful money of the United States of America, to it duly paid by the Trustee, at or before the execution and delivery of these presents, and for other good and valuable consideration, the receipt of which is hereby acknowledged, and in order to secure the payment of the principal of and of, premium, if any, and interest on the Bonds according to their tenor and effect effect, and to secure the performance and observance by the Authority Issuer of all the covenants expressed or implied and conditions herein and therein contained (a) has executed and delivered this Indenture and (b) has agreed to sell, assign, transfer, set over and pledge, and by these presents does hereby sell, assign, transfer, set over and pledge unto Manufacturers and Traders Trust Company, Harrisburg, Pennsylvania, as Trustee, and to its successors in trust and its assigns forever, to the Bondsextent provided in this Indenture, subject to all of the provisions hereofright, does hereby grant, bargain, sell, convey, assign and pledge unto the Trustee, and unto its successor or successors in trust, and to them and their assigns forever, for the securing of the performance of the obligations of the Authority hereinafter set forth: GRANTING CLAUSE FIRST All the rights title and interest of the Authority Issuer in and to the (i) Collateral Trust Mortgage Bonds delivered by the Company pursuant to Section 5.9 of the Loan Agreement, (ii) Loan Agreement (except for the rights of the Authority under Sections 5.4, 5.6, 5.7, 5.8 and 8.5 of the Loan Agreement and any rights of the Authority to receive notices, certificates, requests, requisitions, directions and other communications under Unassigned Issuer’s Rights as defined in the Loan Agreement), and all the Revenues of the Issuer, and amounts on deposit in the Construction Fund and Debt Service Fund as hereinafter in this Indenture provided (iii) collectively, the “Trust Estate”); provided, however, that nothing in the Bonds or in this Indenture shall be construed as pledging the faith or credit or taxing power of the Commonwealth, the County of York or any other political subdivision of the Commonwealth, nor shall this Indenture or the Bonds constitute a general obligation of the Issuer, or a debt of the Commonwealth, the County of York or any political subdivision thereof; TO HAVE AND TO HOLD the same unto the Trustee and its successors in trust forever; IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth for the benefit and security of those who shall hold or own the Bonds issued hereunder, or any of them, without preference of any of said Bonds over any others thereof by reason of priority in the time of the issue or negotiation thereof or by reason of the date or maturity thereof, or for any other reason whatsoever, except as otherwise provided herein; IT IS HEREBY COVENANTED, declared and agreed by and between the parties hereto, that all Revenues such Bonds are to be issued, authenticated as required by this Indenture, and the proceeds of delivered and that all thereofproperty subject or to become subject hereto, including the right Revenues, is to receive be held and applied upon and subject to the Collateral Trust Mortgage further covenants, conditions, uses and trusts hereinafter set forth; and the Issuer, for itself and its successors, does hereby covenant and agree to and with the Trustee and its successors in trust, for the benefit of those who shall hold all of the Bonds., or any of them, as follows:

NOW, THEREFORE, THIS INDENTURE WITNESSETH. GRANTING CLAUSES That the AuthorityIssuer, in consideration of the premises and the acceptance by the Trustee of the trusts hereby created herein contained and of the purchase and acceptance of the Texas Stabilization N Bonds by the holders Holders and owners thereof, and the sum of One Dollar ($1.00), lawful money of the United States of America, to it duly paid by the Trustee, at or before the execution and delivery of these presents, and for other good and valuable lawful consideration, the receipt and sufficiency of which is are hereby acknowledged, and to secure, equally and ratably without prejudice, priority or distinction, except as specifically otherwise set forth in order to secure this Indenture, the payment of the principal Texas Stabilization N Bonds, the payment of all other amounts due under or in connection with this Indenture (including, without limitation, all fees, expenses, counsel fees and premium, if any, other amounts due and interest on owing to the Bonds according to their tenor Indenture Trustee) and effect and to secure the performance and observance by the Authority of all the covenants expressed or implied herein and in the Bonds, subject to all of the provisions hereofcovenants and conditions contained herein or in the Texas Stabilization N Bonds, has hereby executed and delivered this Indenture and by these presents does hereby grant, bargain, sell, and under the Series Supplement will convey, assign Xxxxx and pledge assign, transfer and pledge, in each case, in and unto the Indenture Trustee, its successors and unto its successor or successors in trust, and to them and their assigns forever, for the securing benefit of the performance of Secured Parties, all and singular the property described in the Series Supplement (such property hereinafter referred to as the "Texas Stabilization N Bond Collateral"). The Series Supplement will more particularly describe the obligations of the Authority Issuer secured by the Texas Stabilization N Bond Collateral. AND IT IS HEREBY COVENANTED, DECLARED AND AGREED between the parties hereto that all Texas Stabilization N Bonds are to be issued, countersigned and delivered and that all of the Texas Stabilization N Bond Collateral is to be held and applied, subject to the further covenants, conditions, releases, uses and trusts hereinafter set forth: GRANTING CLAUSE FIRST All , and the rights Issuer, for itself and interest any successor, does hereby covenant and agree to and with the Indenture Trustee and its successors in said trust, for the benefit of the Authority in and to the (i) Collateral Trust Mortgage Bonds delivered by the Company pursuant to Section 5.9 of the Loan AgreementSecured Parties, (ii) Loan Agreement (except for the rights of the Authority under Sections 5.4, 5.6, 5.7, 5.8 and 8.5 of the Loan Agreement and any rights of the Authority to receive notices, certificates, requests, requisitions, directions and other communications under the Loan Agreement), and (iii) all Revenues and the proceeds of all thereof, including the right to receive the Collateral Trust Mortgage Bonds.as follows:

NOW, THEREFORE, THIS INDENTURE WITNESSETH. GRANTING CLAUSES That the Authority, For and in consideration of the premises and the acceptance purchase of the Notes by the Trustee Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of Notes, that the Notes and the Trustee's certificate of authentication shall be in substantially the following form: [FORM OF FACE OF NOTE] THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES FOR THE BENEFIT OF THE ISSUER THAT THIS NOTE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED PRIOR TO THE THIRD ANNIVERSARY OF THE LATER OF THE ISSUANCE HEREOF (OR ANY PREDECESSOR NOTE HERETO) OR THE SALE HEREOF (OR ANY PREDECESSOR NOTE HERETO) BY THE ISSUER OR ANY AFFILIATE OF THE ISSUER, ONLY (1) TO THE ISSUER, (2) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER OVER WHICH IT EXERCISES SOLE INVESTMENT DISCRETION THAT IS AWARE THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (3) PURSUANT TO ANY EXEMPTION FROM REGISTRATION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (4) TO AN INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT WHICH DELIVERS A CERTIFICATE IN THE FORM OF EXHIBIT A TO THE INDENTURE TO THE TRUSTEE UNDER THE INDENTURE DATED AS OF MARCH 15, 1992, BETWEEN THE ISSUER AND MORGXX XXXRANTY TRUST COMPANY OF NEW YORK, AS TRUSTEE. CUSIP #220000XX0 Xx. ____ $_______________ CORPORATE PROPERTY INVESTORS 9% NOTES DUE 2002 CORPORATE PROPERTY INVESTORS, an unincorporated business trust organized and existing under the laws of the trusts Commonwealth of Massachusetts (hereinafter called the "Issuer", which term includes any successor entity under the Indenture hereinafter referred to), for value received, hereby created and of promises to pay to or registered assigns, upon surrender hereof the purchase and acceptance of the Bonds by the holders and owners thereof, and the principal sum of One Dollar United States Dollars ($1.00$ ) on March 15, 2002 and to pay interest thereon, semiannually in arrears, on each March 15 and September 15 (an "Interest Payment Date") in each year, commencing in 1992, at 9% per annum, from the most recent Interest Payment Date to which interest has been paid or duly provided for, or, if the date hereof is an Interest Payment Date to which interest has been paid or duly provided for, then from the date hereof or, if no interest has been paid or duly provided for, from March 25, 1992, in each case until the principal hereof is paid or payment thereof is duly provided for. Notwithstanding the foregoing, if the date hereof is after March 1 or September 1 in any year and before the following March 15 or September 15 in such years this Note shall bear interest, from such March 15 or September 15, as applicable, provided that if the Issuer shall default in the payment of interest due on such March 15 or September 15, as applicable, then this Note shall bear interest from the next preceding Interest Payment Date to which interest on the Note has been paid or duly provided for, or if no interest has been paid or duly provided for, from March 25, 1992. The interest so payable on any Interest Payment Date will, subject to the provisions contained in the Indenture (as hereinafter defined), lawful money be paid to the Person in whose name this Note is registered at the close of business in the City of New York on the fifteenth calendar day next preceding such Interest Payment Date (hereinafter called the "Record Date"). Such payments shall be made in such coin or currency of the United States of America, to it duly paid by America as at the Trustee, at or before the execution and delivery time of these presents, and payment shall be legal tender for other good and valuable consideration, the receipt of which is hereby acknowledged, and in order to secure the payment of public and private debts. The statements set forth in the principal legend are an integral part of the terms of this Note and premium, if any, by acceptance hereof each holder of this Note agrees to be subject to and interest bound by the terms and provisions set forth in such legend. Reference is made to the further provisions set forth on the Bonds according to their tenor and reverse hereof. Such further provisions shall for all purposes have the same effect and to secure as though fully set forth on the performance and observance face hereof. Unless the certificate of authentication hereon has been executed by the Authority of all the covenants expressed or implied herein and in the Bonds, subject to all of the provisions hereof, does hereby grant, bargain, sell, convey, assign and pledge unto the Trustee, and unto its successor or successors in trust, and to them and their assigns forever, for the securing of the performance of the obligations of the Authority hereinafter set forth: GRANTING CLAUSE FIRST All the rights and interest of the Authority in and to the (i) Collateral Trust Mortgage Bonds delivered Trustee by the Company pursuant manual signature of one of its authorized officers, this Note shall not be entitled to Section 5.9 of the Loan Agreement, (ii) Loan Agreement (except for the rights of the Authority under Sections 5.4, 5.6, 5.7, 5.8 and 8.5 of the Loan Agreement and any rights of the Authority to receive notices, certificates, requests, requisitions, directions and other communications benefit under the Loan Agreement), and (iii) all Revenues and the proceeds of all thereof, including the right to receive the Collateral Trust Mortgage BondsIndenture or be valid or obligatory for any purpose.

NOW, THEREFORE, THIS INDENTURE WITNESSETH. GRANTING CLAUSES That the Authority, For and in consideration of the premises and the acceptance purchase of the Notes by the Trustee of the trusts hereby created Holders thereof; it is mutually covenanted and of the purchase and acceptance of the Bonds by the holders and owners thereof, and the sum of One Dollar ($1.00), lawful money of the United States of America, to it duly paid by the Trustee, at or before the execution and delivery of these presents, and for other good and valuable consideration, the receipt of which is hereby acknowledged, and in order to secure the payment of the principal of and premium, if any, and interest on the Bonds according to their tenor and effect and to secure the performance and observance by the Authority of all the covenants expressed or implied herein and in the Bonds, subject to all of the provisions hereof, does hereby grant, bargain, sell, convey, assign and pledge unto the Trustee, and unto its successor or successors in trust, and to them and their assigns foreveragreed, for the securing equal and proportionate benefit of all Holders of Notes, that the performance Notes and the Trustee's certificate of authentication shall be in substantially the obligations of the Authority hereinafter set forthfollowing form: GRANTING CLAUSE FIRST All the rights and interest of the Authority in and to the [FORM OF FACE OF NOTE] [Global Note Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (i"DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR 0THER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON 8 IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE, AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. [Private Placement Legend] THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES FOR THE BENEFIT OF THE ISSUER THAT THIS NOTE MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) Collateral Trust Mortgage Bonds delivered by the Company pursuant to Section 5.9 of the Loan AgreementPRIOR TO THE THIRD ANNIVERSARY OF THE LATER OF THE ISSUANCE HEREOF (OR ANY PREDECESSOR NOTE HERETO) OR THE SALE HEREOF (OR ANY PREDECESSOR NOTE HERETO) BY THE ISSUER OR ANY AFFILIATE OF THE ISSUER (COMPUTED IN ACCORDANCE WITH PARAGRAPH (d) OF RULE 144 UNDER THE SECURITIES ACT) OR (Y) BY AN AFFILIATE OF THE ISSUER OR BY ANY HOLDER THAT WAS AN AFFILIATE OF THE ISSUER AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF SUCH TRANSFER, IN EITHER CASE, OTHER THAN (1) TO THE ISSUER, (ii2) Loan Agreement TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER OVER WHICH IT EXERCISES SOLE INVESTMENT DISCRETION THAT IS AWARE THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (except for the rights of the Authority under Sections 5.4, 5.6, 5.7, 5.8 and 8.5 of the Loan Agreement and any rights of the Authority to receive notices, certificates, requests, requisitions, directions and other communications under the Loan Agreement3) OUTSIDE THE UNITED STATES PURSUANT TO AN EXEMPTION FROM REGISTRATION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (4) TO AN INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), and (iii2), (3) all Revenues and the proceeds of all thereofOR (7) UNDER THE SECURITIES ACT WHICH DELIVERS A CERTIFICATE IN THE FORM OF EXHIBIT A TO THE INDENTURE TO THE INDENTURE TRUSTEE UNDER THE INDENTURE DATED AS OF MARCH 15, including the right to receive the Collateral Trust Mortgage Bonds.1996, BETWEEN THE ISSUER AND CHEMICAL BANK, AS INDENTURE TRUSTEE. THE HOLDER MUST, PRIOR TO ANY TRANSFER PURSUANT TO CLAUSE (3) OR (4) ABOVE, FURNISH TO THE INDENTURE TRUSTEE AND THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. CUSIP #220000XX0 Xx. ____ $________________

NOW, THEREFORE, THIS INDENTURE WITNESSETH. GRANTING CLAUSES That the Authority, Issuer in consideration of the premises and premises, of the acceptance by the Trustee of the trusts hereby created created, of the mutual covenants herein contained and of the purchase and acceptance of the Bonds by the holders and owners Owners thereof, and the sum of One Dollar ($1.00), lawful money of the United States of America, to it duly paid by the Trustee, at or before the execution and delivery of these presents, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in order to secure the payment of the principal of and or purchase price of, premium, if any, and interest on the Bonds according to their tenor and effect effect, and to secure the performance and observance by the Authority Issuer of all the covenants expressed or implied and conditions herein and therein contained (a) has executed and delivered this Indenture and (b) has agreed to sell, assign, transfer, set over and pledge, and by these presents does hereby sell, assign, transfer, set over and pledge unto Manufacturers and Traders Trust Company, Harrisburg, Pennsylvania, as Trustee, and to its successors in trust and its assigns forever, to the Bondsextent provided in this Indenture, subject to all of the provisions hereofright, does hereby grant, bargain, sell, convey, assign and pledge unto the Trustee, and unto its successor or successors in trust, and to them and their assigns forever, for the securing of the performance of the obligations of the Authority hereinafter set forth: GRANTING CLAUSE FIRST All the rights title and interest of the Authority Issuer in and to the (i) Collateral Trust Mortgage Bonds delivered by the Company pursuant to Section 5.9 of the Loan Agreement, (ii) Loan Agreement (except for the rights of the Authority under Sections 5.4, 5.6, 5.7, 5.8 and 8.5 of the Loan Agreement and any rights of the Authority to receive notices, certificates, requests, requisitions, directions and other communications under Unassigned Issuer’s Rights as defined in the Loan Agreement), (ii) all the Revenues of the Issuer, and (iii) all Revenues funds (other than the Rebate Fund) and accounts established under this Indenture and all moneys and investments now or hereafter held therein ((i), (ii) and (iii) are collectively, the proceeds “Trust Estate”); provided, however, that nothing in the Bonds or in this Indenture shall be construed as pledging the faith or credit or taxing power of the Commonwealth or any other political subdivision of the Commonwealth, nor shall this Indenture or the Bonds constitute a general obligation of the Issuer, or a debt of the Commonwealth or any political subdivision thereof; TO HAVE AND TO HOLD the same unto the Trustee and its successors in trust forever; IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth for the benefit and security of those who shall hold or own the Bonds issued hereunder, or any of them, without preference of any of said Bonds over any others thereof by reason of priority in the time of the issue or negotiation thereof or by reason of the date or maturity thereof, or for any other reason whatsoever, except as otherwise provided herein; IT IS HEREBY COVENANTED, declared and agreed by and between the parties hereto, that all thereofsuch Bonds are to be issued, authenticated as required by this Indenture, and delivered and that all property subject or to become subject hereto, including the right Revenues, is to receive be held and applied upon and subject to the Collateral Trust Mortgage further covenants, conditions, uses and trusts hereinafter set forth; and the Issuer, for itself and its successors, does hereby covenant and agree to and with the Trustee and its successors in trust, for the benefit of those who shall hold all of the Bonds., or any of them, as follows:

NOW, THEREFORE, THIS INDENTURE WITNESSETH. GRANTING CLAUSES That the Authority, Issuer in consideration of the premises and premises, of the acceptance by the Trustee of the trusts hereby created created, of the mutual covenants herein contained and of the purchase and acceptance of the Bonds by the holders and owners Owners thereof, and the sum of One Dollar ($1.00), lawful money of the United States of America, to it duly paid by the Trustee, at or before the execution and delivery of these presents, and for other good and valuable consideration, the receipt of which is hereby acknowledged, and in order to secure the payment of the principal of and of, premium, if any, and interest on the Bonds according to their tenor and effect effect, and to secure the performance and observance by the Authority Issuer of all the covenants expressed or implied and conditions herein and therein contained (a) has executed and delivered this Indenture and (b) has agreed to sell, assign, transfer, set over and pledge, and by these presents does hereby sell, assign, transfer, set over and pledge unto Manufacturers and Traders Trust Company, Harrisburg, Pennsylvania, in its capacity as Trustee, and to its successors in trust and its assigns forever, to the Bondsextent provided in this Indenture, subject to all of the provisions hereofright, does hereby grant, bargain, sell, convey, assign and pledge unto the Trustee, and unto its successor or successors in trust, and to them and their assigns forever, for the securing of the performance of the obligations of the Authority hereinafter set forth: GRANTING CLAUSE FIRST All the rights title and interest of the Authority Issuer in and to the (i) Collateral Trust Mortgage Bonds delivered by the Company pursuant to Section 5.9 of the Loan Agreement, (ii) Loan Agreement (except for the rights of the Authority under Sections 5.4, 5.6, 5.7, 5.8 and 8.5 of the Loan Agreement and any rights of the Authority to receive notices, certificates, requests, requisitions, directions and other communications under Unassigned Issuer's Rights as defined in the Loan Agreement), and (iii) all the Revenues of the Issuer, and amounts on deposit in the Debt Service Fund and the proceeds Construction Fund as hereinafter in this Indenture provided (collectively, the "Trust Estate"); provided, however, that nothing in the Bonds or in this Indenture shall be construed as pledging the faith or credit or taxing power of the Commonwealth, or any other political subdivision of the Commonwealth, nor shall this Indenture or the Bonds constitute a general obligation of the Issuer, or a debt of the Commonwealth, or any political subdivision thereof; TO HAVE AND TO HOLD the same unto the Trustee and its successors in trust forever; IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth for the benefit and security of those who shall hold or own the Bonds issued hereunder, or any of them, without preference of any of said Bonds over any others thereof by reason of priority in the time of the issue or negotiation thereof or by reason of the date or maturity thereof, or for any other reason whatsoever, except as otherwise provided herein; IT IS HEREBY COVENANTED, declared and agreed by and between the parties hereto, that all thereofsuch Bonds are to be issued, authenticated as required by this Indenture, and delivered and that all property subject or to become subject hereto, including the right Revenues, is to receive be held and applied upon and subject to the Collateral Trust Mortgage further covenants, conditions, uses and trusts hereinafter set forth; and the Issuer, for itself and its successors, does hereby covenant and agree to and with the Trustee and its successors in trust, for the benefit of those who shall hold all of the Bonds., or any of them, as follows:

NOW, THEREFORE, THIS INDENTURE WITNESSETH. GRANTING CLAUSES That the AuthorityArizona Public Service Company, in consideration of the premises and the acceptance by the Trustee of the trusts hereby created and of the purchase and acceptance of the Bonds by the holders and owners thereof, and the sum of One Dollar ($1.00), lawful money of the United States of America, to it duly paid by the Trustee, Trustee at or before the execution ensealing and delivery of these presents, and for other good and valuable consideration, the receipt of which whereof is hereby acknowledged, and in further evidence of assurance of the estate, title and rights of the Trustee and in order further to secure the payment of both the principal of and interest and premium, if any, and interest on the Bonds bonds from time to time heretofore, herewith or hereafter issued under the Mortgage, according to their tenor and effect effect, and to secure the performance and observance by the Authority of all the covenants expressed or implied herein provisions of the Mortgage (including any instruments supplemental thereto and any modifications made as in the BondsMortgage provided) and of said bonds, subject hereby grants, bargains, sells, releases, conveys, assigns, transfers, mortgages, pledges, sets over and confirms (subject, however, to all Excepted Encumbrances as defined in Section 6 of the provisions hereofMortgage and to the liens permitted by Section 36 of the Mortgage) unto The Bank of New York, does hereby grant, bargain, sell, convey, assign and pledge unto as Trustee under the TrusteeMortgage, and unto to its successor or successors in said trust, and to them said Trustee and their its successors and assigns forever, all the properties of the Company described in the Mortgage, as heretofore supplemented and amended (except any properties which have been released from the Lien of the Mortgage), and all the properties specifically described in Article V hereof. Also all other property, real, personal and mixed, of the kind or nature specifically mentioned in Article V hereof or of any other kind or nature (except any herein or in the Mortgage, as heretofore supplemented and amended, expressly excepted and except any which may not lawfully be mortgaged or pledged hereunder), now owned or, subject to the provisions of subsection (I) of Section 87 of the Mortgage, hereafter acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing or of any general description contained in this Fifty-sixth Supplemental Indenture) all lands, power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, dams, dam sites, aqueducts, and all other rights or means for appropriating, conveying, storing and supplying water; all rights of way and roads; all plants for the securing generation of electricity by steam, water and/or other power; all power houses, gas plants, street lighting systems, standards and other equipment incidental thereto, telephone, radio and television systems, air-conditioning systems and equipment incidental thereto, water works, water systems, steam heat and hot water plants, substations, lines, service and supply systems, bridges, culverts, tracks, ice or refrigeration plants and equipment, offices, buildings and other structures and equipment thereof; all machinery, engines, boilers, dynamos, electric, gas and other machines, regulators, meters, transformers, generators, motors, electrical, gas and mechanical appliances, conduits, cables, water, steam heat, gas or other pipes, gas mains and pipes, service pipes, fittings, valves and connections, pole and transmission lines, wires, cables, tools, implements, apparatus, furniture and chattels; all franchises, consents or permits; all lines for the transmission and distribution of electric current, gas, steam heat or water for any purpose including towers, poles, wires, cables, pipes, conduits, ducts and all apparatus for use in connection therewith; all real estate, lands, easements, servitudes, licenses, permits, franchises, privileges, rights of way and other rights in or relating to public or private property, real or personal, or the occupancy of such property and (except as herein or in the Mortgage, as heretofore supplemented and amended, expressly excepted) all the right, title and interest the Company may now have or hereafter acquire in and to any and all property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore or in the Mortgage, as heretofore supplemented and amended, described. TOGETHER WITH all and singular the tenements, hereditaments, prescriptions, servitudes and appurtenances belonging or in anywise appertaining to the aforementioned property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 57 of the performance of Mortgage) the obligations of tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the Authority hereinafter set forth: GRANTING CLAUSE FIRST All estate, right, title, interest and claim whatsoever, at law as well as in equity, which the rights and interest of the Authority Company now has or may hereafter acquire in and to the (i) Collateral Trust Mortgage Bonds delivered aforementioned property and franchises and every part and parcel thereof. IT IS HEREBY AGREED by the Company pursuant that, subject to the provisions of subsection (I) of Section 5.9 87 of the Loan AgreementMortgage and to the extent permitted by law, all the property, rights and franchises acquired by the Company (iiby purchase, consolidation, merger, donation, construction, erection or in any other way) Loan Agreement (after the date hereof, except for any herein or in the rights Mortgage, as heretofore supplemented and amended, expressly excepted, shall be and are as fully granted and conveyed hereby and as fully embraced within the lien hereof and the Lien of the Authority under Sections 5.4Mortgage as if such property, 5.6, 5.7, 5.8 rights and 8.5 of franchises were now owned by the Loan Agreement Company and any rights of the Authority to receive notices, certificates, requests, requisitions, directions were specifically described herein and other communications under the Loan Agreement), and (iii) all Revenues and the proceeds of all thereof, including the right to receive the Collateral Trust Mortgage Bondsconveyed hereby.

NOW, THEREFORE, THIS INDENTURE WITNESSETH. GRANTING CLAUSES That the AuthorityArizona Public Service Company, in consideration of the premises and the acceptance by the Trustee of the trusts hereby created and of the purchase and acceptance of the Bonds by the holders and owners thereof, and the sum of One Dollar ($1.00), lawful money of the United States of America, to it duly paid by the Trustee, Trustee at or before the execution ensealing and delivery of these presents, and for other good and valuable consideration, the receipt of which whereof is hereby acknowledged, and in further evidence of assurance of the estate, title and rights of the Trustee and in order further to secure the payment of both the principal of and interest and premium, if any, and interest on the Bonds bonds from time to time heretofore, herewith or hereafter issued under the Mortgage, according to their tenor and effect effect, and to secure the performance and observance by the Authority of all the covenants expressed or implied herein provisions of the Mortgage (including any instruments supplemental thereto and any modifications made as in the BondsMortgage provided) and of said bonds, subject hereby grants, bargains, sells, releases, conveys, assigns, transfers, mortgages, pledges, sets over and confirms (subject, however, to all Excepted Encumbrances as defined in Section 6 of the provisions hereofMortgage) unto The Bank of New York, does hereby grant, bargain, sell, convey, assign and pledge unto as Trustee under the TrusteeMortgage, and unto to its successor or successors in said trust, and to them said Trustee and their its successors and assigns forever, all the properties of the Company described in the Mortgage, as heretofore supplemented and amended (except any properties which have been released from the Lien of the Mortgage), and all the properties specifically described in Article V hereof. Also all other property, real, personal and mixed, of the kind or nature specifically mentioned in Article V hereof or of any other kind or nature (except any herein or in the Mortgage, as heretofore supplemented and amended, expressly excepted and except any which may not lawfully be mortgaged or pledged hereunder), now owned or, subject to the provisions of subsection (I) of Section 87 of the Mortgage, hereafter acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing or of any general description contained in this Fifty-fifth Supplemental Indenture) all lands, power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, dams, dam sites, aqueducts, and all other rights or means for appropriating, conveying, storing and supplying water; all rights of way and roads; all plants for the securing generation of electricity by steam, water and/or other power; all power houses, gas plants, street lighting systems, standards and other equipment incidental thereto, telephone, radio and television systems, air-conditioning systems and equipment incidental thereto, water works, water systems, steam heat and hot water plants, substations, lines, service and supply systems, bridges, culverts, tracks, ice or refrigeration plants and equipment, offices, buildings and other structures and equipment thereof; all machinery, engines, boilers, dynamos, electric, gas and other machines, regulators, meters, transformers, generators, motors, electrical, gas and 7 mechanical appliances, conduits, cables, water, steam heat, gas or other pipes, gas mains and pipes, service pipes, fittings, valves and connections, pole and transmission lines, wires, cables, tools, implements, apparatus, furniture and chattels; all franchises, consents or permits; all lines for the transmission and distribution of electric current, gas, steam heat or water for any purpose including towers, poles, wires, cables, pipes, conduits, ducts and all apparatus for use in connection therewith; all real estate, lands, easements, servitudes, licenses, permits, franchises, privileges, rights of way and other rights in or relating to public or private property, real or personal, or the occupancy of such property and (except as herein or in the Mortgage, as heretofore supplemented and amended, expressly excepted) all the right, title and interest the Company may now have or hereafter acquire in and to any and all property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore or in the Mortgage, as heretofore supplemented and amended, described. TOGETHER WITH all and singular the tenements, hereditaments, prescriptions, servitudes and appurtenances belonging or in anywise appertaining to the aforementioned property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 57 of the performance of Mortgage) the obligations of tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the Authority hereinafter set forth: GRANTING CLAUSE FIRST All estate, right, title, interest and claim whatsoever, at law as well as in equity, which the rights and interest of the Authority Company now has or may hereafter acquire in and to the (i) Collateral Trust Mortgage Bonds delivered aforementioned property and franchises and every part and parcel thereof. IT IS HEREBY AGREED by the Company pursuant that, subject to the provisions of subsection (I) of Section 5.9 87 of the Loan AgreementMortgage and to the extent permitted by law, all the property, rights and franchises acquired by the Company (iiby purchase, consolidation, merger, donation, construction, erection or in any other way) Loan Agreement (after the date hereof, except for any herein or in the rights Mortgage, as heretofore supplemented and amended, expressly excepted, shall be and are as fully granted and conveyed hereby and as fully embraced within the lien hereof and the Lien of the Authority under Sections 5.4Mortgage as if such property, 5.6, 5.7, 5.8 rights and 8.5 of franchises were now owned by the Loan Agreement Company and any rights of the Authority to receive notices, certificates, requests, requisitions, directions were specifically described herein and other communications under the Loan Agreement), and (iii) all Revenues and the proceeds of all thereof, including the right to receive the Collateral Trust Mortgage Bondsconveyed hereby.

NOW, THEREFORE, THIS INDENTURE WITNESSETH. GRANTING CLAUSES That the AuthorityIssuer, in consideration of the premises and the acceptance by the Trustee of the trusts hereby created herein contained and of the purchase and acceptance of the Bonds Series 2010-1 Notes by the holders and owners thereof, and the sum of One Dollar ($1.00), lawful money of the United States of America, to it duly paid by the Trustee, at or before the execution and delivery of these presentsSeries 2010-1 Noteholders, and for other good and valuable lawful consideration, the receipt of which is hereby acknowledged, and will, pursuant to the Supplement, in order to secure secure, equally and ratably without prejudice, priority or distinction, except as specifically otherwise set forth in this Indenture and in the Supplement, the payment of the principal Series 2010-1 Notes issued pursuant to the Supplement, the payment of and premium, if anyall other amounts due under or in connection with the Series 2010-1 Notes or with this Indenture, and interest on the Bonds according to their tenor and effect and to secure the performance and observance by the Authority of all the covenants expressed or implied herein and in the Bonds, subject to all of the provisions hereofcovenants and conditions contained herein or in the Series 2010-1 Notes, does hereby grant, bargain, sellfrom time to time grant a security interest, convey, transfer, assign and pledge unto deliver, in each case, to the Trustee, its successors and unto assigns and its successor or successors in trust, and to them and their assigns forever, to have and to hold in trust for the securing benefit of the performance Series 2010-1 Noteholders all and singular in the property hereinafter described, to wit: All of the obligations of the Authority hereinafter set forth: GRANTING CLAUSE FIRST All the rights Issuer’s right, title and interest of the Authority in in, to and to the under, (i) Collateral Trust Mortgage Bonds each Receivable set forth on the List of Receivables delivered by the Company pursuant Issuer to Section 5.9 of the Loan AgreementTrustee on or before the Closing Date and each Advance Date, (ii) Loan Agreement (except for the rights of the Authority under Sections 5.4all Related Property relating to such Receivables, 5.6, 5.7, 5.8 and 8.5 of the Loan Agreement and any rights of the Authority to receive notices, certificates, requests, requisitions, directions and other communications under the Loan Agreement), and (iii) all Revenues monies due or to become due and all Collections and other amounts received from time to time with respect to such Receivables on or after the applicable Cut-Off Date, (iv) any Settlement Lock-Box Account, any Settlement Lock-Box, any Annuity Lock-Box Account, any Annuity Lock-Box, the Master Collection Account, the Series Collection Account, the Series Reserve Account, the Series Payment Account, any other Series Account and the Trustee’s Account, together with all monies from time to time on deposit in any such account, and all Eligible Investments and other securities, instruments and other investments purchased from funds on deposit in any such Account, and (v) all proceeds (including, without limitation, “proceeds” as defined in the UCC of the jurisdiction the law of which governs the perfection of the security interest in such Receivables) of any of the foregoing. Such property described in the preceding sentence, and the security interest granted to the Trustee pursuant to Section 13.06 hereof, together with any other property identified as “Series Trust Assets” in the Supplement, shall constitute the “Trust Assets”. It is expressly agreed that, anything herein contained to the contrary notwithstanding, the Issuer shall remain liable under any instrument or documents included in the Trust Assets to perform all thereofof the obligations assumed by it hereunder, including all in accordance with and pursuant to the right terms and provisions thereof and, except as otherwise expressly provided in this Indenture, the Trustee shall not have any obligations or liabilities under such instruments or documents by reason of or arising out of this Indenture, nor shall the Trustee be required or obligated in any manner to receive perform or fulfill any obligations of Issuer under or pursuant to such instruments or documents or to may any payment, to make any inquiry as to the Collateral nature or sufficiency of any payment received by it, to present or file any claim or to take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. AND IT IS HEREBY COVENANTED, DECLARED AND AGREED by and between the parties hereto that all Series 2010-1 Notes are to be issued, countersigned and delivered and that all of the Trust Mortgage Bonds.Assets are to be held and applied, subject to the further covenants, conditions, releases, uses and trusts hereinafter set forth, and the Issuer and the Master Servicer, in each case, for itself and its successors, does hereby covenant and agree to and with the Trustee and each of the foregoing’s respective successors in said trust, for the benefit of those who shall hold the Series 2010-1 Notes, or any of them, as follows:

NOW, THEREFORE, THIS INDENTURE WITNESSETH. GRANTING CLAUSES That the AuthorityArizona Public Service Company, in consideration of the premises and the acceptance by the Trustee of the trusts hereby created and of the purchase and acceptance of the Bonds by the holders and owners thereof, and the sum of One Dollar ($1.00), lawful money of the United States of America, to it duly paid by the Trustee, Trustee at or before the execution ensealing and delivery of these presents, and for other good and valuable consideration, the receipt of which whereof is hereby acknowledged, and in further evidence of assurance of the estate, title and rights of the Trustee and in order further to secure the payment of both the principal of and interest and premium, if any, and interest on the Bonds bonds from time to time heretofore, herewith or hereafter issued under the Mortgage, according to their tenor and effect effect, and to secure the performance and observance by the Authority of all the covenants expressed or implied herein provisions of the Mortgage (including any instruments supplemental thereto and any modifications made as in the BondsMortgage provided) and of said bonds, subject hereby grants, bargains, sells, releases, conveys, assigns, transfers, mortgages, pledges, sets over and confirms (subject, however, to all Excepted Encumbrances as defined in Section 6 of the provisions hereofMortgage and to the liens permitted by Section 36 of the Mortgage) unto The Bank of New York, does hereby grant, bargain, sell, convey, assign and pledge unto as Trustee under the TrusteeMortgage, and unto to its successor or successors in said trust, and to them said Trustee and their its successors and assigns forever, all the properties of the Company described in the Mortgage, as heretofore supplemented and amended (except any properties which have been released from the Lien of the Mortgage), and all the properties specifically described in Article V hereof. Also all other property, real, personal and mixed, of the kind or nature specifically mentioned in Article V hereof or of any other kind or nature (except any herein or in the Mortgage, as heretofore supplemented and amended, expressly excepted and except any which may not lawfully be mortgaged or pledged hereunder), now owned or, subject to the provisions of subsection (I) of Section 87 of the Mortgage, hereafter acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing or of any general description contained in this Fifty-seventh Supplemental Indenture) all lands, power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, dams, dam sites, aqueducts, and all other rights or means for appropriating, conveying, storing and supplying water; all rights of way and roads; all plants for the securing generation of electricity by steam, water and/or other power; all power houses, gas plants, street lighting systems, standards and other equipment incidental thereto, telephone, radio and television systems, air-conditioning systems and equipment incidental thereto, water works, water systems, steam heat and hot water plants, substations, lines, service and supply systems, bridges, culverts, tracks, ice or refrigeration plants and equipment, offices, buildings and other structures and equipment thereof; all machinery, engines, boilers, dynamos, electric, gas and other machines, regulators, meters, transformers, generators, motors, electrical, gas and mechanical appliances, conduits, cables, water, steam heat, gas or other pipes, gas mains and pipes, service pipes, fittings, valves and connections, pole and transmission lines, wires, cables, tools, implements, apparatus, furniture and chattels; all franchises, consents or permits; all lines for the transmission and distribution of electric current, gas, steam heat or water for any purpose including towers, poles, wires, cables, pipes, conduits, ducts and all apparatus for use in connection therewith; all real estate, lands, easements, servitudes, licenses, permits, franchises, privileges, rights of way and other rights in or relating to public or private property, real or personal, or the occupancy of such property and (except as herein or in the Mortgage, as heretofore supplemented and amended, expressly excepted) all the right, title and interest the Company may now have or hereafter acquire in and to any and all property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore or in the Mortgage, as heretofore supplemented and amended, described. TOGETHER WITH all and singular the tenements, hereditaments, prescriptions, servitudes and appurtenances belonging or in anywise appertaining to the aforementioned property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 57 of the performance of Mortgage) the obligations of tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the Authority hereinafter set forth: GRANTING CLAUSE FIRST All estate, right, title, interest and claim whatsoever, at law as well as in equity, which the rights and interest of the Authority Company now has or may hereafter acquire in and to the (i) Collateral Trust Mortgage Bonds delivered aforementioned property and franchises and every part and parcel thereof. IT IS HEREBY AGREED by the Company pursuant that, subject to the provisions of subsection (I) of Section 5.9 87 of the Loan AgreementMortgage and to the extent permitted by law, all the property, rights and franchises acquired by the Company (iiby purchase, consolidation, merger, donation, construction, erection or in any other way) Loan Agreement (after the date hereof, except for any herein or in the rights Mortgage, as heretofore supplemented and amended, expressly excepted, shall be and are as fully granted and conveyed hereby and as fully embraced within the lien hereof and the Lien of the Authority under Sections 5.4Mortgage as if such property, 5.6, 5.7, 5.8 rights and 8.5 of franchises were now owned by the Loan Agreement Company and any rights of the Authority to receive notices, certificates, requests, requisitions, directions were specifically described herein and other communications under the Loan Agreement), and (iii) all Revenues and the proceeds of all thereof, including the right to receive the Collateral Trust Mortgage Bondsconveyed hereby.

NOW, THEREFORE, THIS INDENTURE WITNESSETH. GRANTING CLAUSES That the AuthorityIssuer, in consideration of the premises and the acceptance by the Trustee of the trusts hereby created and of the purchase and acceptance of the Bonds by the holders and owners Owners thereof, and of the sum of One Dollar ($1.00)one dollar, lawful money of the United States of America, to it duly paid by the Trustee, Trustee at or before the execution and delivery of these presents, and for other good and valuable consideration, the receipt of which is hereby acknowledged, and in order to secure the payment of the principal of and of, premium, if any, and interest on the Bonds according to their tenor and effect and to secure the performance and observance by the Authority Issuer of all the covenants expressed or implied herein and in the Bonds, subject to all of the provisions hereof, does hereby grant, bargain, sell, convey, assign and pledge unto grant a security interest in the following to the Trustee, and unto its successor or successors in trust, trust and to them and their assigns forever, for the securing of the performance of the obligations of the Authority Issuer hereinafter set forth: GRANTING CLAUSE FIRST All the rights right, title and interest of the Authority Issuer in and to the (i) Collateral Trust Mortgage Bonds delivered by the Company pursuant to Section 5.9 of the Loan Agreement, (ii) Loan Agreement (except for Reserved Rights), including, but not limited to, the rights present and continuing right to make claim for, collect, receive and receipt for any of the Authority sums, amounts, income, revenues, issues and profits and any other sums of money payable or receivable under Sections 5.4the Agreement, 5.6to bring actions and proceedings thereunder or for the enforcement thereof, 5.7and to do any and all things which the Issuer is or may become entitled to do under the Agreement. GRANTING CLAUSE SECOND All right, 5.8 title and 8.5 interest of the Loan Agreement Issuer in and any rights to all moneys and securities from time to time held by the Trustee under the terms of this Indenture, other than moneys for the payment of the Authority to receive notices, certificates, requests, requisitions, directions Purchase Price and other communications under moneys held in the Loan Agreement), and (iii) all Revenues and the proceeds of all thereof, including the right to receive the Collateral Trust Mortgage BondsRebate Fund.

NOW, THEREFORE, THIS INDENTURE WITNESSETH. GRANTING CLAUSES That the AuthorityArizona Public Service Company, in consideration of the premises and the acceptance by the Trustee of the trusts hereby created and of the purchase and acceptance of the Bonds by the holders and owners thereof, and the sum of One Dollar ($1.00), lawful money of the United States of America, to it duly paid by the Trustee, Trustee at or before the execution ensealing and delivery of these presents, and for other good and valuable consideration, the receipt of which whereof is hereby acknowledged, and in further evidence of assurance of the estate, title and rights of the Trustee and in order further to secure the payment of both the principal of and interest and premium, if any, and interest on the Bonds bonds from time to time heretofore, herewith or hereafter issued under the Mortgage, according to their tenor and effect effect, and to secure the performance and observance by the Authority of all the covenants expressed or implied herein provisions of the Mortgage (including any instruments supplemental thereto and any modifications made as in the BondsMortgage provided) and of said bonds, subject hereby grants, bargains, sells, releases, conveys, assigns, transfers, mortgages, pledges, sets over and confirms (subject, however, to all Excepted Encumbrances as defined in Section 6 of the provisions hereofMortgage) unto The Bank of New York, does hereby grant, bargain, sell, convey, assign and pledge unto as Trustee under the TrusteeMortgage, and unto to its successor or successors in said trust, and to them said Trustee and their its successors and assigns forever, all the properties of the Company described in the Mortgage, as heretofore supplemented and amended (except any properties which have been released from the Lien of the Mortgage), and all the properties specifically described in Article IV hereof. Also all other property, real, personal and mixed, of the kind or nature specifically mentioned in Article IV hereof or of any other kind or nature (except any herein or in the Mortgage, as heretofore supplemented and amended, expressly excepted and except any which may not lawfully be mortgaged or pledged hereunder), now owned or, subject to the provisions of subsection (I) of Section 87 of the Mortgage, hereafter acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing or of any general description contained in this Fifty-fourth Supplemental Indenture) all lands, power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, dams, dam sites, aqueducts, and all other rights or means for appropriating, conveying, storing and supplying water; all rights of way and roads; all plants for the securing generation of electricity by steam, water and/or other power; all power houses, gas plants, street lighting systems, standards and other equipment incidental thereto, telephone, radio and television systems, air-conditioning systems and equipment incidental thereto, water works, water systems, steam heat and hot water plants, substations, lines, service and supply systems, bridges, culverts, tracks, ice or refrigeration plants and equipment, offices, buildings and other structures and equipment thereof; all machinery, engines, boilers, dynamos, electric, gas and other machines, regulators, meters, transformers, generators, motors, electrical, gas and mechanical appliances, conduits, cables, water, steam heat, gas or other pipes, gas mains and pipes, service pipes, fittings, valves and connections, pole and transmission lines, wires, cables, tools, 6 implements, apparatus, furniture and chattels; all franchises, consents or permits; all lines for the transmission and distribution of electric current, gas, steam heat or water for any purpose including towers, poles, wires, cables, pipes, conduits, ducts and all apparatus for use in connection therewith; all real estate, lands, easements, servitudes, licenses, permits, franchises, privileges, rights of way and other rights in or relating to public or private property, real or personal, or the occupancy of such property and (except as herein or in the Mortgage, as heretofore supplemented and amended, expressly excepted) all the right, title and interest the Company may now have or hereafter acquire in and to any and all property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore or in the Mortgage, as heretofore supplemented and amended, described. TOGETHER WITH all and singular the tenements, hereditaments, prescriptions, servitudes and appurtenances belonging or in anywise appertaining to the aforementioned property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 57 of the performance of Mortgage) the obligations of tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the Authority hereinafter set forth: GRANTING CLAUSE FIRST All estate, right, title, interest and claim whatsoever, at law as well as in equity, which the rights and interest of the Authority Company now has or may hereafter acquire in and to the (i) Collateral Trust Mortgage Bonds delivered aforementioned property and franchises and every part and parcel thereof. IT IS HEREBY AGREED by the Company pursuant that, subject to the provisions of subsection (I) of Section 5.9 87 of the Loan AgreementMortgage and to the extent permitted by law, all the property, rights and franchises acquired by the Company (iiby purchase, consolidation, merger, donation, construction, erection or in any other way) Loan Agreement (after the date hereof, except for any herein or in the rights Mortgage, as heretofore supplemented and amended, expressly excepted, shall be and are as fully granted and conveyed hereby and as fully embraced within the lien hereof and the Lien of the Authority under Sections 5.4Mortgage as if such property, 5.6, 5.7, 5.8 rights and 8.5 of franchises were now owned by the Loan Agreement Company and any rights of the Authority to receive notices, certificates, requests, requisitions, directions were specifically described herein and other communications under the Loan Agreement), and (iii) all Revenues and the proceeds of all thereof, including the right to receive the Collateral Trust Mortgage Bondsconveyed hereby.