Section of Act

Section of Indenture

310(a)

310(b)

311(a) and (b)

312(a), (b) and (c)

313(a), (b), (c) and (d)

314(a)

314(b)

314(c)(1) and (2)

314(c)(3)

314(d)(1)

314(d)(2)

314(d)(3)

314(e)

315(a)

315(b)

315(c)

315(d)

315(e)

316(a)(1)

316(a)(2)

316(a) last sentence

316(b)

317(a)

317(b)

318(a)

Parties

Recitals

Granting clause

Habendum

Grant in trust

Defeasance clause

Covenant clause

Section 1.01.

Trust Indenture Act

Section 1.02.

Construction of accounting terms

Section 1.03.

“Accountant”

“Accountant Certificate”

“Affiliate”

“Appraiser”

“Appraiser’s Certificate”

“Authorized Newspaper”

“Board”

“Bondable Property”

“Bonded” or “Bonding”

“Bondholder”

“Bonds”

“Business Day”

“Company”

“Corporation”

“Cost”

“Credit Ratings”

“Default”

“Engineer”

“Engineer’s Certificate”

“Evergy Metro”

“Evergy Metro Merger”

“Evergy Metro Mortgage Bonds”

“Evergy Metro Mortgage Indenture”

“Evergy Metro Supplemental Indenture”

“Excepted Property”

“Fair Value”

“Generally Accepted Accounting Principles”

“Governmental Obligations”

“Indenture”

“Independent”

“Lien of this Indenture”

“Moody’s”

“Mortgaged Property”

“Officers’ Certificate”

“Opinion of Counsel”

“Outstanding”

“Permissible Encumbrances”

“Person”

“Prior Lien”

“Prior Lien Bonds”

“Registered Holder”

“Registered Bond”

“Responsible Officer”

“Retired”

“S&P”

“Substituion Date”

“Supplemental Indenture”

“Trustee”

“Unbonded”

Section 2.01.

Series and form of Bonds

Section 2.02.

Kinds and denominations of Bonds

Section 2.03.

Dates of and interest on Bonds

Section 2.04.

Legends on Bonds

Section 2.05.

Exchange of Bonds

Section 2.06.

Transfer of Bonds

Section 2.07.

Execution of Bonds

Section 2.08.

Authentication of Bonds

Section 2.09.

Temporary Bonds

Section 2.10.

Replacement of stolen, lost, destroyed or mutilated Bonds

Section 2.11.

Trustee’s certificate on Bonds

Section 2.12.

CUSIP/ISIN Numbers

Section 3.01.

Bonds issuable on basis of Bondable Property

Section 3.02.

No Bonds issuable on basis of Bonded Bondable Property

Section 3.03.

Bonds issuable to specified percentage of Bondable Property

Section 3.04.

Requirements for issuance

Section 3.05.

Determination of Cost or Fair Value

Section 4.01.

Requirements for issuance

Section 4.02.

No bonds issuable on basis of Boned Bonds

Section 5.01.

Requirements for issuance

Section 5.02.

Withdrawal of cash deposited under Section 4.01

Section 6.01.

Requirements for issuance

Section 6.02.

No Bonds issuable on basis of Bonded Prior Lien Bonds

Section 7.01.

Payment of principal and interest

Section 7.02.

Possession, maintenance of Lien and right to mortgage

Section 7.03.

Corporate existence

Section 7.04.

Appointment of Trustee

Section 7.05.

Recordation of Indenture

Section 7.06.

Paying Agents

Section 7.07.

Payment of taxes

Section 7.08.

Instruments of further assurance

Section 7.09.

Books of record and account

Section 7.10.

Maintenance of Mortgaged Property

Section 7.11.

Insurance

Section 7.12.

Payments by Trustee

Section 8.01.

Requirements upon deposit of Prior Lien Bonds

Section 8.02.

Disposition of principal of and interest on Prior Lien Bonds

Section 8.03.

Surrender of Prior Lien Bonds

Extension of maturity of Prior Lien Bonds

Trustee’s rights upon Default

Section 9.01.

Certain Bonds redeemable

Section 9.02.

General provisions and mechanics of redemption

Section 9.03.

Bonds due on redemptions date

Section 9.04.

Moneys for redemption held in trust

Section 9.05.

Partial redemption of Registered Bond

Section 10.01.

Company’s possession and use

Section 10.02.

Actions without comment of trustee

Section 10.03.

Release of Mortgaged Property if Bonding ratio test satisfied

Section 10.04.

Release of limited amount of Mortgaged Property

Section 10.05.

Release of Mortgaged Property not subject to a Prior Lien

Section 10.06.

Release of Mortgaged Property subject to Prior Lien

Section 10.07.

Eminent Domain

Section 10.08.

Substituted Property

Section 10.09.

Receiver, Trustee, etc.

Section 10.10.

Purchase in good faith

Section 10.11.

Suspension of rights in case of default

Section 11.01.

Withdrawal or application of moneys held by Trustee

Section 11.02.

Moneys to be held in trust; investment thereof

Section 12.01.

When no entitlement to benefit of Indenture upon Default

Section 12.02.

Event of Default; Notice of Default; action by Trustee

Section 12.03.

Upon Default Trustee may sell Mortgaged Property

Section 12.04.

Upon Default and request of holders of a majority of Bonds, Trustee must declare principal due; restoration of parties to former positions

Section 12.05.

Duty of Trustee to act on request of holders of a majority of Bonds

Section 12.06.

Mortgaged Property to be sold as an entirety

Section 12.07.

Notice of Sale

Section 12.08.

Adjournment of sale

Section 12.09.

Interest of purchaser and Company

Section 12.10.

Trustee’s receipt sufficient to discharge purchaser

Section 12.11.

Principal of Bonds to become due in case of sale

Section 12.12.

Application of sale proceeds

Section 12.13.

Bonds may be applied against purchase price

Section 12.14.

Company not to insist or plead stay or extension law or exercise right of redemption

Section 12.15.

Trustee may enter on commencement of judicial proceedings entitled to appoint of receiver

Section 12.16.

Bondholder not to institute suit without request to Trustee

Section 12.17.

Remedies cumulative

Section 12.18.

Covenant to pay Trustee

Section 12.19.

Surrender of possession of Mortgaged Property to Trustee before Default; appointment of receiver

Section 12.20.

Suit by Trustee to protect security

Section 12.21.

Provisions solely for the benefit of parties and Bondholders

Section 12.22.

Trustee may file proofs of claims

Section 12.23.

Bondholders’ rights at maturity may not be impaired

Section 12.24.

Waivers of past Default by holders of Bonds

Section 13.01.

Company may merge or consolidate if no impairment of Lien of this Indenture and with assumption of obligation by successor

Section 13.02.

Upon merger or consolidation Indenture not to constitute lien upon certain properties

Section 13.03.

Right of successor corporation

Section 13.04.

Extent of Lien of this Indenture on property of successor corporation

Section 13.05.

Evergy Metro Merger

Section 14.01.

Qualification of Trustee

Section 14.02.

Extent of Trustee’s liability

Section 14.03.

Recitals deemed made by Company

Section 14.04.

Trustee not liable for debts from operation of Mortgaged Property

Section 14.05.

Trustee may give notices incidental to action by it

Section 14.06.

Notice by Trustee to Company

Section 14.07.

Trustee may rely on certificates and may consult counsel; responsibility in selection of experts

Section 14.08.

Moneys deposited with Trustee to be held in trust; interest on such moneys

Section 14.09.

Compensation of Trustee

Section 14.10.

Trustee may rely on facts established by Officers’ Certificate

Section 14.11.

Action to be taken by Trustee who becomes creditor of Company

Section 14.12.

Action to be taken by Trustee acquiring conflicting interest

Section 14.13.

Resignation or removal of Trustee

Section 14.14.

Appointment of successor Trustee

Section 14.15.

Appointment of additional trustees or co-trustees

Section 14.16.

Acceptance by successor trustee; requirements of predecessor Trustee upon retiring

Section 14.17.

Merger or consolidation of Trustee

Section 14.18.

Appointment of successor Trustee by Company

Section 14.19.

Joining of individual trustee

Section 14.20.

No Trustee Liability

Section 14.21.

Permissive Rights of Trustee

Section 14.22.

No Special Damages

Section 14.23.

No Deemed Notice

Section 14.24.

Trustee’s Capacities

Section 14.25.

No Trustee Bond or Surety

Section 14.26.

Force Majeure

Section 15.01.

Provision for Supplemental Indentures for certain purposes

Section 15.02.

Requirements for Supplemental Indentures

Section 16.01.

Manner of calling meetings and determination of Bonds affected

Section 16.02.

Calling of meetings by Company or Bondholders

Section 16.03.

Persons entitled to vote at meeting

Section 16.04.

Conduct of meeting; regulations

Section 16.05.

Manager of voting

Section 16.06.

Rights of Trustee or Bondholders not to be hindered or delayed

Section 16.07.

Action by written consent

Section 17.01.

Company to furnish Bondholder lists

Section 17.02.

Company to make filings with Trustee and otherwise comply with TIA

Section 17.03.

Company to furnish Bondholders reports and otherwise comply with TIA Section 313

Section 18.01.

Effect of payment of indebtedness

Section 18.02.

Unclaimed moneys

IMMUNITY OF INCORPORATORS, SUBSCRIBERS TO THE CAPITAL STOCK, STOCKHOLDERS,

OFFICERS AND DIRECTORS

Section 19.01.

General provision

Section 20.01.

Evidence of action by Bondholders

Section 20.02.

Inspection of Bonds

Section 20.03.

Bonds owned by Company or other obligor or affiliate thereof deemed not to be outstanding

Section 20.04.

Bondholder may revoke consent

Section 21.01.

Certificates, opinions, etc.

Section 21.02.

Successors and assigns

Section 21.03.

Conflict with TIA

Section 21.04.

TIA construed as in effect of date hereof

Section 21.05.

Titles, Table of Contents, etc.

Section 21.06.

Counterparts

Section 21.07.

U.S.A Patriot Act

FIRST MORTGAGE INDENTURE AND DEED OF TRUST, dated as of March 1, 2022, between EVERGY MISSOURI WEST, INC., a Delaware corporation, and UMB BANK, N.A., a national banking association, as Trustee.

WHEREAS, all capitalized terms used in this Indenture have the respective meanings set forth in Article I; and

WHEREAS, the Company deems it necessary to borrow and, pursuant to this Indenture, to issue Bonds for its corporate purposes from time to time, and to mortgage and pledge the property hereinafter described to secure payment of the Bonds; and

WHEREAS, all acts and things have been done and performed which are necessary to make this Indenture, when duly executed and delivered, a valid and binding mortgage and deed of trust for the security of all Bonds duly issued hereunder and Outstanding from time to time; and the execution and delivery of this Indenture have been in all respects duly authorized.

NOW, THEREFORE, THIS INDENTURE WITNESSETH, that to secure the payment of the principal of, premium, if any, and interest on all Bonds issued and Outstanding under this Indenture when payable in accordance with the provisions thereof and hereof, and to secure the performance by the Company of, and its compliance with, the covenants and conditions of this Indenture, and in consideration of the premises and of One Dollar paid to the Company by the Trustee, the Company does hereby grant, bargain, sell, warrant, release, convey, assign, transfer, mortgage, pledge, set over and confirm unto UMB Bank, N.A, a national banking association, as Trustee, and to its successors in trust and to its assigns, with power of sale, all of the property, rights and interests in property, including such property described in Exhibit A, and, other than Excepted Property and subject to Article XIII, all of the property, rights and interests in property acquired by the Company after the date of the execution of this Indenture, which shall be and are as fully granted and conveyed by this Indenture and as fully embraced within the Lien of this Indenture as if such property, rights and interests in property were now owned by the Company and were specifically described herein and conveyed hereby; the Company expressly reserves the right, at any time and from time to time, by one or more Supplemental Indentures, to subject to the Lien and operation of this Indenture any part or all of the Excepted Property upon such terms and conditions and subject to such restrictions, limitations and reservations as may be set forth in such Supplemental Indenture or Indentures.

TO HAVE AND TO HOLD all such properties, rights and interests in property granted, bargained, sold, warranted, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed or in which a security interest has been granted by the Company in this Indenture or intended or agreed to be so granted, together with all the appurtenances thereto, unto the Trustee and its successors and assigns forever.

Subject to Permissible Encumbrances

Grant in trust

SUBJECT, HOWEVER, to Permissible Encumbrances;

BUT IN TRUST, nevertheless, for the equal and proportionate benefit and security of all present and future holders of the Bonds issued and to be issued hereunder and secured by the Lien of this Indenture, and to secure the payment of the principal of, premium, if any, and interest on the Bonds issued and Outstanding under this Indenture when payable in accordance with the

PROVIDED, HOWEVER, and these presents are upon the condition, that if the Company shall pay or cause to be paid the principal of, premium, if any, and interest on the Bonds at the times and in the manner therein and herein provided, or shall provide, in the manner permitted hereby, for the payment thereof, and if the Company shall also pay or cause to be paid all other sums payable hereunder by it and perform all of the covenants and comply with all of the conditions of this Indenture, then this Indenture and the estate and rights hereby granted shall cease, determine and be void, otherwise to be and remain in full force and effect.

IT IS HEREBY COVENANTED AND AGREED, by and between the Company and Trustee, that all Bonds are to be authenticated, delivered and issued, and that all Mortgaged Property is to be held, subject to the further covenants, conditions, uses and trusts hereinafter set forth, and the Company, for itself and its successors and assigns, does hereby covenant and agree to and with the Trustee and its successors in trust, for the benefit of those who shall hold Bonds as follows:

Section 1.01. (a) Whenever this Indenture refers to a provision of the Trust Indenture Act of 1939, as amended (“TIA”), such provision is incorporated by reference in and made a part of this Indenture. The following TIA terms incorporated in this Indenture have the following meanings:

“indenture securities” means the Bonds;

“indenture security holder” means a Bondholder;

“indenture to be qualified” means this Indenture;

“indenture trustee” or “institutional trustee” means the Trustee; and

“obligor” on the indenture securities means the Company.

(b) All terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by a rule of the Securities and Exchange Commission have the meanings assigned to them in the TIA or such statute or rule as in force on the date of execution of this Indenture.

Section 1.02. The accounting terms used in this Indenture shall be construed in accordance with Generally Accepted Accounting Principles.

Section 1.03. For purposes of this Indenture, the following terms have the following meanings:

(a) “Accountant” means the Controller or Assistant Controller of the Company or a Person appointed by the Board who is qualified to pass upon accounting matters, who or which need not be a certified or public accountant and, unless required to be Independent, may be employed by or Affiliated with the Company.

(b) “Accountant’s Certificate” means a certificate signed by an Accountant.

(c) “Affiliate” means a Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, another Person; “Affiliated” has a meaning correlative to the foregoing.

(d) “Appraiser” means a Person engaged in the business of appraising property or competent to determine the Fair Value or fair market value of the particular property in question, and who or which, unless required to be Independent, may be employed by or Affiliated with the Company.

(e) “Appraiser’s Certificate” means a certificate signed by an Appraiser appointed by the Board; any Appraiser’s Certificate which is relied upon by an Independent Engineer, for purposes of an Independent Engineer’s Certificate, shall be signed by an Independent Appraiser.

(f) “Authorized Newspaper” means a newspaper of general circulation in the relevant area, printed in the English language and customarily published on each Business Day; whenever successive publications in an Authorized Newspaper are required by this Indenture, such publications may be made on the same or different days and in the same or in different Authorized Newspapers.

(g) “Board” means either the board of directors of the Company or any duly authorized committee of the board of directors of the Company.

(h) “Bondable Property” means the Mortgaged Property as of March 1, 2022, plus any property acquired or constructed by the Company which is included in the Mortgaged Property after March 1, 2022:

(i) Bondable Property:

(A) need not consist of a specific or completed development, plant, betterment, addition, extension, improvement or enlargement, but may include construction work in progress and property in the process of purchase insofar as the Company shall have acquired legal title to such property, and may include the following:

(1) fractional and other undivided interests of the Company in property owned jointly or in common with other Persons, whether or not there are with respect to such property other agreements or obligations on the part of the Company, if there is an effective bar against partition of such property which would preclude the sale of such property by any or all of such other Persons or the holder or holders of any lien or liens on the interest of any of such other Persons in such property, without the consent of the Company;

(2) engineering, economic, environmental, financial, geological and legal or other surveys, data processing equipment and software, preliminary to or associated with the acquisition or construction of property included or intended to be included in the Mortgaged Property;

(3) paving, grading and other improvements to, under or upon public highways, bridges, parks or other public property of analogous character required for or in connection with the installation or repair of overhead, surface or underground facilities and paid for and used or to be used by the Company, notwithstanding that the Company may not hold legal title thereto;

(4) towers, poles, wires, transformers, meters, overhead, surface and underground service facilities, and property and equipment constructed or maintained under permits, licenses, easements, franchises and other similar privileges on property owned by other Persons, including governmental and municipal agencies, bodies or subdivisions, if the Company shall have the right to remove the same; and

(5) property other than property specified in Section 1.03(h)(i)(A)(4) which is situated on real estate owned by governmental or municipal agencies, bodies or subdivisions under permits, licenses, easements, franchises and other similar privileges, if the Company shall have the right to remove the same; and

(B) may include renewals, replacements and substitution of property not excluded from this definition of Bondable Property; but

(C) shall not include:

(1) Excepted Property;

(2) going concern value or good will; or

(3) property the cost of acquisition of which is, in accordance with Generally Accepted Accounting Principles, properly chargeable to an operating expense account of the Company.

(ii) The “amount” of any Bondable Property means the lesser of the Cost or Fair Value of Bondable Property certified to the Trustee in an Engineer’s Certificate (or in case such Fair Value shall not be required to be evidenced to the Trustee, the Cost thereof) minus, in the case of Bondable Property which is (A) owned by the Company subject to a Prior Lien on the date of this Indenture, or (B) acquired by the Company after March 1, 2022, subject to a Prior Lien (other than a Prior Lien to which such Bondable Property becomes subject, solely as a result of such acquisition, pursuant to an after-acquired

property clause of such Prior Lien), 133¹⁄₃% of the aggregate principal amount of the Prior Lien Bonds secured by such Prior Liens and (I) outstanding at March 1, 2022, and at the date of such acquisition, respectively, and (II) issued after such date, respectively.

(iii) When any Bondable Property is certified to the Trustee in any Engineer’s Certificate delivered with an application, and as a basis, for the authentication and delivery of Bonds, the release of Mortgaged Property or the withdrawal of cash (except in the case of the release of Mortgaged Property, the withdrawal of cash representing the proceeds of insurance or the payment of or on account of obligations secured by purchase money mortgages, in each case on the basis of Bondable Property acquired or constructed within 90 days prior to the date of the application for such release or the receipt by the Trustee of such cash, or within 90 days subsequent to such application or receipt of cash):

(A) there shall be deducted from the Cost or Fair Value of such Bondable Property, as the case may be (as of the date of such application), an amount equal to the aggregate Cost of all Bondable Property retired on and after March 1, 2022, minus the aggregate Cost of all Bondable Property acquired or constructed by the Company which is included in the Mortgaged Property after such date, and has been Bonded as the basis for the withdrawal of cash pursuant to Section 11.01(a)(i)(B); and

(B) there may, at the option of the Company, be added to such Cost or Fair Value, as the case may be, the sum of:

(1) all or any portion which the Company then elects to add to the total of (aa) the fair market value in cash, as set forth in an Appraiser’s Certificate dated the date of such application, of the unpaid principal amount of any obligations (which are not in default) secured by purchase money mortgages and Governmental Obligations, plus (bb) any cash (other than proceeds of such purchase money obligations), then held by the Trustee or the trustee or mortgagee under any Prior Lien, in either case representing the proceeds of insurance on, or of the release or other disposition of, Bondable Property retired; and

(2) 133¹/3% of the principal amount of any Bonds which the Company then elects so to add, the right to the authentication and delivery of which under Article IV or Article VI shall have been waived as a basis for the release of Bondable Property retired;

provided, however, that neither any reduction in the Cost or Fair Value of property recorded in an account of the Company nor the transfer of any amount from such an account to another such account shall be deemed to be Bondable Property retired.

(i) “Bonded” or “Bonding” as applied to Bonds, Prior Lien Bonds or Bondable Property means that such Bonds, Prior Lien Bonds or Bondable Property are within one or more of the following classes:

(i) the aggregate amount of Bondable Property which has been used as a basis for the authentication and delivery of Bonds pursuant to Article III, the release of property pursuant to Section 10.05 or the withdrawal of cash pursuant to Section 11.01;

(ii) Bonds which have been used as a basis for the authentication and delivery of Bonds pursuant to Article IV or the withdrawal of cash pursuant to Section 11.01, and Bonds and Prior Lien Bonds paid, purchased or redeemed with money applied or paid by the Trustee pursuant to Section 11.01;

(iii) Bonds and Prior Lien Bonds which have been used as a basis for a waiver by the Company, pursuant to Section 10.05 or 10.06, of its right to the authentication and delivery of Bonds pursuant to Article IV or Article VI;

(iv) Bonds, Prior Lien Bonds and Bondable Property which have been allocated or used as a basis for any credit or action or pursuant to any provision of, or retired through the operation of, any sinking, improvement, maintenance, replacement or analogous fund for any series of Bonds; provided, however, that any such Bonds, Prior Lien Bonds or Bondable Property so allocated or used shall be reinstated as Unbonded when all of the Bonds of the series of Bonds in connection with such fund was established are retired; and

(v) Prior Lien Bonds which have been (A) used as a basis for the authentication and delivery of Bonds pursuant to Article VI or the withdrawal of cash pursuant to Section 11.01, (B) used as a basis for the issuance of Prior Lien Bonds under such Prior Lien or (C) used as a basis for the release of property or the withdrawal of cash under any Prior Lien.

(j) “Bondholder” means the Registered Holder of a Registered Bond.

(k) “Bonds” means bonds authenticated and delivered under this Indenture.

(l) “Business Day” means any day upon which banks located in the city where the Trustee maintains its designated corporate trust office and place of business are not required or authorized to be closed.

(m) “Company” means Evergy Missouri West, Inc., a Delaware corporation, and its successors and assigns.

(n) “Corporation” means a corporation, limited liability company, association, company, joint stock company, business trust or similar legal entity.

(o) “Cost” means, as to any property, the actual cost to the Company in cash or its equivalent, including without limitation all costs and allowances for funds used during the construction thereof, and other deferred costs relating to such construction, but only to the extent permitted by Generally Accepted Accounting Principles or accounting orders from any

(p) “Credit Ratings” mean credit ratings assigned by two Rating Agencies that are equivalent to or better than the credit ratings assigned by such Rating Agencies to the Outstanding Bonds as of the Substitution Date.

(q) “Default” means any event specified in Section 12.02(a).

(r) “Engineer” means a Person engaged in the engineering business, and who or which, unless required to be Independent, may be employed by or Affiliated with Company, except that an Independent Engineer shall sign Engineer’s Certificates delivered in connection with the release of Mortgaged Property pursuant to Section 10.03, 10.04, 10.05, 10.06 or 10.07, if the Fair Value of the Mortgaged Property to be released and of all other Mortgaged Property released since the commencement of the then current calendar year, or the Fair Value of any purchase money obligations included in the consideration for such release and of all other securities made a basis of any authentication and delivery of Bonds, withdrawal of cash or release of Mortgaged Property or securities under this Indenture since the commencement of the then current calendar year, as set forth in Engineer’s Certificates required pursuant to Article X of this Indenture, is 10% or more of the aggregate principal amount of Bonds at the time Outstanding, unless the Fair Value of the Mortgaged Property to be released or of any purchase money obligations included in the consideration for such release and of all other securities made a basis of any authentication and delivery of Bonds, as set forth in such Engineer’s Certificate, is, in each case, less than $25,000 or less than 1% of the aggregate principal amount of Bonds at the time Outstanding.

(s) “Engineer’s Certificate” means a certificate signed by an Engineer appointed by the Board.

(t) “Evergy Metro” means Evergy Metro, Inc., a Missouri corporation, and its successors and assigns.

(u) “Evergy Metro Merger” means a consolidation or merger of the Company with or into Evergy Metro, directly or indirectly, pursuant to which Evergy Metro is the surviving corporation.

(v) “Evergy Metro Mortgage Bonds” mean mortgage bonds issued under the Evergy Metro Mortgage Indenture and delivered pursuant to and in accordance with Section 13.05(a).

(w) “Evergy Metro Mortgage Indenture” means the General Mortgage and Deed of Trust, dated December 1, 1986, between Evergy Metro, Inc. (formerly Kansas City Power & Light Company) and UMB Bank, N.A. (formerly United Missouri Bank of Kansas City, N.A.), as trustee, as amended and supplemented from time to time, including by the Evergy Metro Supplemental Indenture.

(x) “Evergy Metro Supplemental Indenture” means a supplemental indenture to the Evergy Metro Mortgage Indenture executed and delivered to the trustee thereunder by Evergy Metro and establishing the Evergy Metro Mortgage Bonds.

(y) “Excepted Property” means all of the following described property, whether now owned or hereafter acquired by the Company, which is hereby expressly excepted and excluded from the Lien of this Indenture:

(i) all cash, shares of stock, interests in general or limited partnerships or limited liability companies, bonds, notes and other obligations and securities not deposited, or required to be deposited, with the Trustee by the express provisions of this Indenture;

(ii) all bills, notes and other instruments and accounts receivable, judgments, demands, general intangibles and choses in action, and all contracts and operating agreements not pledged or required to be pledged with the Trustee;

(iii) all merchandise, equipment, spare parts, tools, materials, supplies and fuel held for sale or lease in the ordinary course of business or for use or consumption in, or in the operation of, any properties of, or for the benefit of, the Company, or held in advance of use thereof for maintenance, replacement or fixed capital purposes;

(iv) all electricity, gas, steam, water, ice and other materials, products or services generated, manufactured, produced, provided or purchased by the Company for sale or distribution or used or to be used by the Company;

(v) all railcars, aircraft, watercraft, automobiles, buses, trucks, tractors, trailers and similar vehicles and movable equipment, and all components, spare parts, accessories, supplies and fuel used or to be used in connection with any of the foregoing;

(vi) all office furniture and office equipment;

(vii) all leasehold interests and leasehold improvements;

(viii) the last day of the term of any lease or leasehold now owned or hereafter acquired by the Company which is specifically subjected to the Lien of this Indenture;

(ix) all timber, natural gas, oil, coal, uranium and other minerals, mined or extracted from or otherwise separated from the earth, or lying or being within or under any properties of the Company, including Mortgaged Property, and gas, oil, coal and other mineral rights, leases and royalties and income therefrom, and rights to explore for such minerals;

(x) except as the same may be specifically subjected to the Lien of this Indenture, all nuclear fuel, cores and materials;

(xi) all satellites and other equipment and materials used or to be used in outer space; all business machines; all communications equipment; all computer equipment; all record production, storage and retrieval equipment; all telephone equipment; and all components, spare parts, accessories, programs and supplies used or to be used in connection with any of the foregoing; and

(xii) all real or personal property which meets all of the following conditions:

(A) is not specifically described in this Indenture;

(B) is not specifically subjected or required to be subjected to the Lien of this Indenture by any express provision of this Indenture; and

(C) is not an integral part of or used or to be used as an integral part of the electric and steam generating, transmission and distribution operations of the Company, or in connection with the operation of any property specifically subjected or required to be subjected to the Lien of this Indenture by the express provisions of this Indenture.

(z) “Fair Value” when applied to property means its fair value as determined without deduction for any Prior Liens upon such property, which fair value may be determined without physical inspection by use of accounting and engineering records and other data maintained by, or available to, the Company; the “value” of any Mortgaged Property shall be the lesser of its Cost or Fair Value as evidenced by an Engineer’s Certificate and determined without regard to the existence of any Prior Lien on such Mortgaged Property. Anything in this Indenture to the contrary notwithstanding, except with respect to any property that is or is to be sold, transferred or otherwise disposed of and/or released from the Lien of this Indenture, the term “Fair Value” means the “Fair Value to the Company.”

(aa) “Generally Accepted Accounting Principles” means generally accepted accounting principles in use at March 1, 2022, or, at the option of the Company, other generally accepted accounting principles which are in use at the time of their determination; in determining generally accepted accounting principles, the Company may, but shall not be required to, conform to any accounting order, rule or regulation of any regulatory authority having jurisdiction over the electric and steam generating, transmission and distribution operations of the Company.

(bb) “Governmental Obligations” means direct obligations of, or obligations unconditionally guaranteed by, the United States of America.

(cc) “Indenture” means this instrument and all Supplemental Indentures; all references to “herein”, “hereof” and “hereunder” shall respectively mean in, of or under this Indenture.

(dd) “Independent” when used with respect to any specified Person means that such Person (i) is in fact independent, (ii) does not have any direct financial interest or any material indirect financial interest in the Company or in any other obligor on the Bonds or in any Affiliate of the Company or any such other obligor and (iii) is not connected with the Company or such other obligor as an Affiliate or an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions.

(ee) “Lien of this Indenture” means the lien created by this instrument (including the lien on property acquired after the date of the execution of this Indenture) and the lien created by any subsequent conveyance to the Trustee, whether made by the Company or any other Person, effectively constituting any property a part of the security held by the Trustee for the benefit of the holders of all Outstanding Bonds.

(ff) “Moody’s” means Moody’s Investors Service, Inc.

(gg) “Mortgaged Property” means as of any particular time all of the property which is an integral part of or used or to be used as an integral part of the electric and steam generating, transmission and distribution operations of the Company, any undivided legal interest of the Company in any property which is jointly owned by the Company and any other Person or Persons, and any other property (including securities and cash held by the Trustee) which at said time is subject, or is intended by the terms of this Indenture to be subject, to the Lien of this Indenture, however created, including (i) all of such property which is acquired by the Company after March 1, 2022, and (ii) all of the property which is described in Exhibit A and in Supplemental Indentures, but Mortgaged Property shall not include Excepted Property.

(hh) “Officers’ Certificate” means a certificate signed by the Chairman of the Board, Chief Executive Officer, President or a Vice President and the Controller, Treasurer or an Assistant Treasurer of the Company.

(ii) “Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Company.

(jj) “Outstanding” means as of any particular time with respect to Bonds, all Bonds which theretofore have been authenticated and delivered by the Trustee under this Indenture, except (i) Bonds theretofore paid, retired, redeemed, discharged or canceled, or Bonds for the purchase, payment or redemption of which money or Governmental Obligations in the necessary amount shall have been deposited with, or shall then be held by, the Trustee with irrevocable direction to apply such money or the proceeds of such Governmental Obligations to such purchase, payment or redemption, provided that, in the case of redemption, the notice required by Article IX shall have been given or provided for to the satisfaction of the Trustee, (ii) Bonds deposited with or held in pledge by the Trustee under this Indenture, including any Bonds so held under any sinking, improvement, maintenance, replacement or analogous fund, (iii) Bonds authenticated and delivered upon transfer of which or in exchange or substitution for and/or in lieu of which other Bonds have been authenticated and delivered, (iv) Bonds paid pursuant to Section 2.10 and (v) Bonds exchanged for Evergy Metro Mortgage Bonds pursuant to Section 13.05(a) herein provided, however, that in determining whether the holders of the requisite principal amount of Outstanding Bonds are present at a meeting of holders of Bonds for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, Bonds held for the account of the Company, any of its subsidiaries or any of its Affiliates shall be disregarded and deemed not to be Outstanding, except that in determining whether the Trustee shall be protected in making such a determination or relying upon any such quorum, consent or vote, only Bonds which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded.

(kk) “Permissible Encumbrances” means as of any particular time any of the following:

(i) the Lien of this Indenture and all liens and encumbrances junior thereto;

(ii) liens for taxes or assessments by governmental bodies not yet due or the payment of which is being contested in good faith by the Company, provided that the Company shall have set aside on its books reserves deemed by it to be adequate with respect to any such tax or assessment so being contested;

(iii) any right of any municipal or other governmental body or agency, by virtue of any franchise, grant, license, contract or statute, to occupy, purchase or designate a purchaser of, or to order the sale of, any Mortgaged Property upon payment of reasonable compensation therefor, or to terminate any franchise, grant, license, contract or other right, or to regulate the property and business of the Company;

(iv) liens and charges incidental to construction or current operations of the Company which are not delinquent or, whether or not delinquent, are being contested in good faith by the Company;

(v) easements, reservations or rights of way, and zoning ordinances, regulations and restrictions, if they do not, individually or in the aggregate, impair the utility of the affected property in the operation of the business of the Company;

(vi) irregularities in or defects of title with respect to any rights of way acquired by the Company for lines, structures and appurtenances thereto, if the Company has obtained from the apparent owner of the real estate traversed by any such right of way a sufficient right, by the terms of the instrument granting such right of way, to the use thereof for the purpose of such lines, structures and appurtenances, or the Company has eminent domain power to remove or cure such irregularities or deficiencies;

(vii) liens securing obligations neither (A) assumed by the Company nor (B) on account of which it customarily pays interest, directly or indirectly, existing upon real estate, or rights in or relating to real estate acquired by the Company for rights of way for lines, structures and appurtenances thereto;

(viii) party-wall agreements and agreements for and obligations relating to the joint or common use of property owned solely by the Company or owned by the Company in common or jointly with one or more parties;

(ix) liens securing indebtedness incurred by a Person, other than the Company, which indebtedness has been neither assumed nor guaranteed by the Company nor on which it customarily pays interest, existing on property which the Company owns jointly or in common with such Person or such Person and others, if there is an effective bar against partition of such property which would preclude the sale of such property by such other Person or the holder of such lien without the consent of the Company;

(x) any attachment, judgment and other similar lien arising in connection with court proceedings in an amount not in excess of the greater of $10,000,000 or 5% of the principal amount of the Outstanding Bonds at the time such attachment, judgment or lien arises, or the execution of which has been stayed or which has been appealed and secured, if necessary, by an appeal bond;

(xi) the burdens of any law or governmental rule, regulation, order or permit requiring the Company to maintain certain facilities or to perform certain acts as a condition of its occupancy or use of, or interference with, any public or private lands or highways or any river, stream or other waters;

(xii) any duties or obligations of the Company to any federal, state or local or other governmental authority with respect to any franchise, grant, license or permit which affects any Mortgaged Property;

(xiii) liens in favor of a government or governmental entity securing (A) payments pursuant to a statute (other than taxes), or (B) indebtedness incurred to finance all or part of the purchase price or Cost of construction of the property subject to such lien;

(xiv) possible adverse rights or interests and inconsequential defects or irregularities in title which, in an Opinion of Counsel, may properly be disregarded; and

(xv) any Prior Lien if (A) at the time of the acquisition by the Company of the Mortgaged Property subject to such other Prior Lien, the Cost or Fair Value, whichever is less, of such Mortgaged Property is at least equal to 133¹⁄₃% of the principal amount of the obligations (which are not in default) secured by such other Prior Lien, (B) all other liens on such Mortgaged Property, except for Permissible Encumbrances, shall have been discharged at the time of such acquisition and (C) such other Prior Lien shall not attach to any other Mortgaged Property other than pursuant to an after-acquired property clause of such other Prior Lien; but, if the Company, as successor corporation, shall have executed a Supplemental Indenture relating thereto in accordance with Article XIII, the extension of such other Prior Lien to Mortgaged Property subsequently acquired by the Company shall be permitted notwithstanding the limitation expressed in this Section 1.03(kk)(xv)(C).

(ll) “Person” means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

(mm) “Prior Lien” means any mortgage, lien, charge, encumbrance, security interest on or in, or pledge of, any Mortgaged Property existing both at and immediately prior to the time of the acquisition by the Company of such Mortgaged Property or created as a purchase money mortgage on such Mortgaged Property at the time of its acquisition by the Company, in each case ranking prior to or on a parity with the Lien of this Indenture.

(nn) “Prior Lien Bonds” means any indebtedness (including the evidences thereof), if any, secured by a Prior Lien.

(oo) “Rating Agencies” means either Moody’s, S&P or another nationally recognized statistical rating organization.

(pp) “Registered Bond” means any Bond registered as to both principal and interest or as to principal only in the bond register required pursuant to Section 2.06.

(qq) “Registered Holder” means the Person or Persons in whose name or names the particular Registered Bond shall be registered on the books of the Company kept for that purpose in accordance with the terms of this Indenture.

(rr) “Responsible Officer” when used with respect to the Trustee means any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee customarily performing functions similar to those performed by the persons who at the time shall be such officers, respectively, and also means, with respect to a particular corporate matter, any other officer of the Trustee to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

(ss) “Retired” means as of any particular time Bonds and Prior Lien Bonds theretofore but after March 1, 2022, paid, retired, redeemed, discharged or canceled, or for the purchase, payment or redemption of which money or Governmental Obligations in the necessary amount shall have been deposited with, or shall then be held by, the Trustee with respect to Bonds, or the trustee or mortgagee under the Prior Lien which secures such Prior Lien Bonds, in each case with irrevocable direction to apply such money or the proceeds of such Governmental Obligations to such purchase, payment or redemption.

(tt) “S&P” means S&P Global Ratings.

(uu) “Substitution Date” means the date of the consummation of an Evergy Metro Merger.

(vv) “Supplemental Indenture” means any indenture hereafter duly authorized and approved by the Board and entered into between the Company and the Trustee in accordance with this Indenture.

(ww) “Trustee” means the Person named as the Trustee in the first paragraph of this Indenture and any successor thereto pursuant to Section 14.14.

(xx) “Unbonded” as applied to Bonds, Prior Lien Bonds or Bond-Property means that such Bonds, Prior Lien Bonds or Bondable Property are not Bonded.

Section 2.01. At the option of the Company, Bonds may be issued under this Indenture in one or more series and in an unlimited amount, the Bonds of each series to mature on such date or dates and bear interest, if any, at such rate or rates (which may be based on a formula or otherwise change from time to time prior to maturity of any such Bonds) as shall be set forth in a Supplemental Indenture authorized by the Board prior to the authentication of such Bonds. The form of each series of Bonds shall be set forth in a Supplemental Indenture. The Bonds of any one

Section 2.02. Any series of Bonds may be executed, authenticated and delivered originally as Registered Bonds of such denomination or denominations as may be specified in a Supplemental Indenture or a Board resolution.

Dates of and interest on Bonds

Legends on Bonds

Section 2.03. Unless otherwise specifically provided in a Supplemental Indenture with respect to a series of Bonds, each Registered Bond shall be dated as of the date of its authentication; provided, however, that if any Registered Bond shall be authenticated and delivered upon a transfer of, or in exchange for or in lieu of, any Bond or Bonds upon which interest is in Default, it shall be dated so that such Bond shall bear interest from the last preceding date to which interest shall have been paid on the Bond or Bonds in respect of which such Registered Bond shall have been delivered, unless otherwise specifically provided with respect to a series of Bonds. Unless other provisions (including, but not limited to, provisions establishing record dates for the payment of interest) are specifically provided in a Supplemental Indenture with respect to a series of Bonds, (a) the Registered Bonds of such series shall bear interest, if any, from the beginning of the interest period for such series during which such Bonds were authenticated, and (b) the first interest period for each series of Bonds shall begin on the date of their issuance.

Section 2.04. Any Bond may have imprinted thereon or included therein any legend or legends required in order to comply with any law or with any rules or regulations thereunder, the rules or regulations of any stock exchange, any contract to which the Company is a party concerning such Bond, or to conform to usage, and the Company may at any time amend the form of any legend to be used on Bonds then Outstanding so as to comply with any such law, rule or regulation, contract, or so as to conform to usage.

Section 2.05. Unless otherwise specifically provided with respect to a series of Bonds, in all cases in which the privilege of exchanging Bonds exists and is exercised, the Bonds to be exchanged shall be surrendered at such place or places as shall be set forth in a Supplemental Indenture or designated by the Company for that purpose, and the Trustee shall authenticate and the Company shall deliver in exchange therefor the Bond or Bonds which the Bondholder making the exchange shall be entitled to receive. All Bonds so surrendered and delivered for exchange

Section 2.06. The Company shall keep, at such place or places as shall be designated by the Company for the purpose, a Bond register for the registration and transfer of Bonds, which, at all reasonable times, shall be open for inspection by the Trustee; and upon presentation for such purpose at any such place or places, the Company will register or cause to be registered therein, and permit to be transferred thereon, under such reasonable regulations as it may prescribe, any Bonds entitled to registration or transfer at such office. Upon the transfer of any Registered Bond, the Trustee shall authenticate and the Company shall issue in the name of the transferee or transferees a new Registered Bond or new Registered Bonds of the same series for a like principal amount. All Registered Bonds so surrendered for transfer shall be canceled by the Trustee.

Section 2.07. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Bond other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Section 2.08. All Bonds authenticated and delivered under this Indenture shall, from time to time, be executed on behalf of the Company by its Chair of the Board, Chief Executive Officer, President or a Vice President, whose signature may be manual, electronic or facsimile, and its corporate seal, if required, may be thereon impressed or imprinted and attested by its Secretary or an Assistant Secretary, whose signature may be manual, electronic or facsimile. In case any officer of the Company who has executed any Bonds or attested the seal thereon shall cease to be such officer before the Bonds so executed and/or sealed shall have been actually authenticated and delivered by the Trustee or issued by the Company, such Bonds nevertheless may be authenticated, delivered and issued with the same force and effect as though the person or persons who executed such Bonds or attested the seal thereon had not ceased to be such officer or officers of the Company.

Section 2.09. There may be authenticated and delivered and issued from time to time in lieu of (or in exchange for) any definitive Bond or Bonds issued or issuable under this Indenture

Section 2.10. Upon receipt by the Company and the Trustee of evidence satisfactory to them of the theft, loss, destruction or mutilation of any Outstanding Bond and of indemnity satisfactory to them, and upon payment, if the Company or the Trustee shall require it, of a reasonable charge and upon reimbursement to the Company and the Trustee of all reasonable expense incident thereto, and upon surrender and cancellation of such Bond, if mutilated, the Company may execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of like tenor and of the same series in lieu of such stolen, lost, destroyed or mutilated Bond, or if any such Bond shall have matured or be about to mature, instead of issuing a substituted Bond the Company may pay the same without surrender thereof. Any indemnity bond shall name as obligees the Company, the Trustee, and if requested by the Company, any paying agent.

Section 2.11. No Bond shall be secured by this Indenture unless there shall be endorsed thereon the certificate of the Trustee that it is one of the Bonds (or temporary Bonds) of the series therein designated, herein described or provided for, executed by the Trustee by manual or electronic signature of an authorized signatory thereof, and such certificate on any such Bond shall be conclusive evidence that such Bond has been duty authenticated and delivered by the Trustee and when delivered by the Company will be secured by this Indenture.

Section 2.12. The Company in issuing the Bonds may use “CUSIP” or “ISIN” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” or “ISIN” numbers in notices of redemption as a convenience to Bondholders; provided that the Trustee shall have no liability for any defect in the “CUSIP” or “ISIN” numbers as they appear on any Bond, notice or elsewhere, and, provided further that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Bond or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Bond, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee in writing of any change in the “CUSIP” or “ISIN” numbers.

ARTICLE III

ISSUANCE OF BONDS BASED ON BONDABLE PROPERTY

Bonds issuable on basis of Bondable Property

No Bonds issuable on basis of Bonded Bondable Property

Section 3.01. The Trustee shall, from time to time, upon the written order or orders of the Company signed by its Chair of the Board, Chief Executive Officer, President or a Vice President and its Secretary, an Assistant Secretary, its Treasurer or an Assistant Treasurer, authenticate and deliver Bonds of one or more series, or any portion of a series, upon the basis of Bondable Property, but only in accordance with and subject to the conditions, provisions and limitations set forth in this Article III.

Section 3.02. No Bonds shall be authenticated and delivered at any time under this Article III upon the basis of Bonded Bondable Property.

Section 3.03. Bonds of any one or more series may be authenticated and delivered under this Article III in a principal amount not exceeding 75% of the amount of Unbonded Bondable Property at the time of such authentication and delivery.

Section 3.04. No Bonds shall be authenticated or delivered under this Article III by the Trustee upon the basis of Bondable Property, until the Trustee shall have received the following:

(a) a Board resolution (i) requesting the Trustee to authenticate and deliver Bonds, (ii) authorizing the Supplemental Indenture pursuant to which such Bonds are to be issued, (iii) specifying the principal amount of Bonds to be authenticated and delivered, the series thereof and any other matters with respect thereto required by this Indenture, and (iv) setting forth instructions for the delivery of such Bonds;

(b) an Officers’ Certificate stating that to the knowledge of the signers of such Officers’ Certificate none of the events which constitute or with a lapse of time would constitute a Default has occurred and is continuing;

(c) an Engineer’s Certificate, dated the date of such application, stating:

(i) the amount, as of a date not more than 90 days prior to the date of such application, of Bondable Property made a basis for the application;

(ii) that all such Bondable Property is Bondable Property as defined in Section 1.03(h);

(iii) that all such Bondable Property is desirable for use or is used in the proper conduct of the business of the Company;

(iv) that such amount of Bondable Property, to the extent of the lesser of Cost or Fair Value, is not then Bonded;

(v) except as to Bondable Property acquired, made or constructed wholly through the delivery of securities, that the amount of cash forming all or part of the Cost thereof was equal to or more than an amount to be stated in such Engineer’s Certificate;

(vi) a brief description, with respect to any Bondable Property acquired, made or constructed in whole or in part through the delivery of securities, of the securities so delivered and stating the date of such delivery;

(vii) that the Cost of such Bondable Property is a specified amount and, except as to Bondable Property for which a statement is to be made in an Independent Engineer’s Certificate as provided in Section 3.04(d), that the Fair Value of such Bondable Property as of a date not more than 90 days prior to the date of such application is a specified amount;

(viii) the amount required to be deducted in respect of Bondable Property under Section 1.03(h)(iii)(A) and the amount elected to be added under Section 1.03(h)(iii)(B);

(ix) what part, if any, of such Bondable Property includes property which within six months prior to the date of acquisition thereof by the Company has been used or operated by others than the Company in a business similar to that in which it has been or is to be used or operated by the Company and showing whether or not the Fair Value thereof as of a date not more than 90 days prior to the date of such application is less than $25,000 and whether or not such Fair Value is less than 1% of the aggregate principal amount of the Bonds Outstanding at the date of such application; and

(x) that the easements, restrictions, exceptions, reservations or rights, if any, of the character constituting Permissible Encumbrances, to which Bondable Property is subject, and the defects, irregularities and deficiencies in titles of the character so permitted of any property or tights of way included in such Bondable Property do not materially impair the use of such property or rights of way for the purposes for which the same are held by the Company;

Independent Engineer’s Certificate

Appraiser’s Certificate

(d) in case any Bondable Property is shown by the Engineer’s Certificate provided for in Section 3.04(c) to include property which within six months prior to the date of acquisition thereof by the Company has been used or operated by others than the Company in a business similar to that in which it has been or is to be used or operated by the Company and such certificate does not show the Fair Value thereof, as of a date not more than 90 days prior to the date of such application, to be less than $25,000 or less than 1% of the aggregate principal amount of the Bonds Outstanding at the date of such application, an Independent Engineer’s Certificate stating as to such Bondable Property and (at the option of the Company) as to any other Bondable Property included in the Engineer’s Certificate provided for in Section 3.04(c), that the then aggregate Fair Value thereof, as of a date not more than 90 days prior to the date of such application, in the opinion of the signer of such Engineer’s Certificate is a specified amount, and the Fair Value in the opinion of such signer of any Bondable Property so used or operated which has been subjected to the Lien of this Indenture since the commencement of the calendar year which includes the date of such application, as a basis for the authentication and delivery of Bonds, and as to which an Independent Engineer’s Certificate has not previously been furnished to the Trustee;

(e) in case any Bondable Property is shown by the Engineer’s Certificate provided for in Section 3.04(c) to have been acquired, made or constructed in whole or in part through the delivery of securities, an Appraiser’s Certificate stating the opinion of the signer of such Appraiser’s Certificate of the fair market value in cash of such securities at the time of delivery

(f) an Opinion of Counsel stating the opinion of such Counsel:

(i) to the effect that (except as to paving, grading and other improvements to, under or upon public highways, bridges, parks or other public property of analogous character) this Indenture is, or upon the delivery of, and/or the filing and/or recording in the proper places and manner of, the instruments of conveyance, assignment or transfer, if any, specified in said Opinion of Counsel, will be, a lien on all the Bondable Property made the basis of such application, subject to no lien thereon prior or equal to the Lien of this Indenture, except Permissible Encumbrances, and that the Company has the right to remove any such Bondable Property which is located on any leasehold or which is on property as to which the Company has an easement, prior to or upon the termination of such leasehold or easement, without compensation or other remuneration and free of any lien prior or equal to the Lien of this Indenture, except Permissible Encumbrances;

(ii) to the effect that the Company has corporate authority to operate the Bondable Property in respect to which such application is made; and

(iii) as to the general nature and extent of any Prior Liens existing upon any of such Bondable Property, and the principal amount of the then outstanding Prior Lien Bonds secured thereby, if any;

(g) an Opinion of Counsel stating the opinion of such Counsel to the effect that:

(i) such issue of the Bonds has been duly authorized by the Company; and

(ii) such issue of the Bonds has been duly authorized by any and all governmental authorities the consent of which is requisite to the legal issue of such Bonds, specifying any official orders or certificates, or other documents, by which such consent is or may be evidenced, or that no consent of any governmental authorities is requisite;

(h) copies of the instruments of conveyance, assignment and transfer, if any, specified in the Opinion of Counsel provided for in Section 3.04(f);

(i) copies of the certificates, or other documents, if any, specified in the Opinion of Counsel provided for in Section 3.04(g); and

(j) if, in order to render the Opinion of Counsel provided for in Section 3.04(f) or Section 3.04(g), counsel shall deem it necessary that additional facts or matters be stated in the Engineer’s Certificate provided for in Section 3.04(c), then such Engineer’s Certificate may state all such additional facts or matters as such counsel may request.

Section 3.05. The Cost or Fair Value of any Bondable Property and the fair market value in cash of any securities delivered in payment therefor or for the acquisition thereof and the amounts of any deductions and any additions made in respect of Bondable Property pursuant to Section 1.03(h)(ii) or Section 1.03(h)(iii) shall be determined for the purposes of this Article III by the certificates provided for in Section 3.04; in the case of Bondable Property subject to a Prior Lien, the Fair Value of such Bondable Property shall be determined as if such Bondable Property were free of such Prior Lien.

ISSUANCE OF BONDS BASED ON RETIRED

BONDS PREVIOUSLY OUTSTANDING

Section 4.01. The Trustee shall, from time to time, upon the written order or orders of the Company signed by its Chair of the Board, Chief Executive Officer, President or a Vice President and its Secretary, an Assistant Secretary, its Treasurer or an Assistant Treasurer, authenticate and deliver Bonds of one or more series, or any portion of a series, in a principal amount equal to and on the basis of the principal amount of any Retired Bonds, but only after the Trustee shall have received the following:

(a) the Board resolution provided for in Section 3.04(a);

(b) the Officers’ Certificate provided for in Section 3.04(b);

Further Officers’ Certificate

Opinion of Counsel

(c) an Officers’ Certificate stating that Bonds theretofore authenticated and delivered under this Indenture of a specified principal amount (not less than the principal amount of Bonds for which such request for authentication and delivery is made under this Section 4.01), have been Retired or concurrently with the authentication and delivery of the Bonds requested will be Retired or surrendered to the Trustee for cancellation (otherwise than upon exchanges or transfers of Bonds) or that cash or Governmental Obligations in the necessary amount for the purchase, payment, retirement or redemption thereof is then held by or will be deposited with the Trustee concurrently with the authentication and delivery of the Bonds requested, with irrevocable direction to apply such cash or the proceeds of such Governmental Obligations to such purchase, payment, retirement or redemption (provided that, in the case of redemption, the notice required by Article IX shall have been given or provided for to the satisfaction of the Trustee), prior to or concurrently with the authentication and delivery of the Bonds so requested, and further stating that no part of such principal amount of Bonds has theretofore been Bonded;

(d) the Opinion of Counsel provided for in Section 3.04(g); and

(e) copies of the certificates, or other documents, if any, specified in the Opinion of Counsel provided for in Section 4.01(d).

Section 4.02. No Bonds shall be authenticated and delivered at any time under this Article IV upon the basis of Bonded Bonds.

ARTICLE V

ISSUANCE OF BONDS BASED ON DEPOSIT OF CASH WITH TRUSTEE

Section 5.01. The Trustee shall, from time to time, upon the written order or orders of the Company signed by its Chair of the Board, Chief Executive Officer, President or a Vice President and its Secretary, an Assistant Secretary, its Treasurer or an Assistant Treasurer, authenticate and deliver Bonds of one or more series, or any portion of a series, upon deposit with the Trustee by the Company of cash equal to the aggregate principal amount of the Bonds so requested to be authenticated and delivered but only after the Trustee shall have received:

(a) the Board resolution provided for in Section 3.04(a);

(b) the Officers’ Certificate provided for in Section 3.04(b);

(c) the Opinion of Counsel provided for in Section 3.04(g); and

(d) copies of the certificates, or other documents, if any, specified in the Opinion of Counsel provided for in Section 5.01(c).

Section 5.02. All cash deposited with the Trustee under Section 5.01 shall be held by the Trustee as part of the Mortgaged Property, and may be withdrawn from time to time by the Company in accordance with Article XI.

ISSUANCE OF BONDS BASED

ON PRIOR LIEN BONDS

Section 6.01. Subject to Section 6.02, the Trustee shall, from time to time, upon the written order or orders of the Company signed by its Chair of the Board, Chief Executive Officer, President or a Vice President and its Secretary, an Assistant Secretary, its Treasurer or an Assistant Treasurer, authenticate and deliver Bonds hereunder in one or more series, or any portion of a series, equal to the principal amount of Prior Lien Bonds purchased or acquired by the Company and deposited with the Trustee or Retired after March 1, 2022, but only after the Trustee shall have received the following:

(a) the Board resolution provided for in Section 3.04(a);

(b) the Officers’ Certificate provided for in Section 3.04(b);

(c) the Opinion of Counsel provided for in Section 3.04(g);

(d) copies of the certificates or other documents, if any, specified in the Opinion of Counsel provided for in Section 6.01 (c); and

(e) an Officers’ Certificate stating that Prior Lien Bonds of a specified amount (not less than the principal amount of Bonds for which such request for authentication and delivery is made under this Section 6.01) have been Retired or, concurrently with the authentication and delivery of the Bonds requested, will be Retired or purchased or acquired by the Company and deposited with the Trustee, or paid, retired, redeemed, canceled or otherwise discharged, or that cash or Governmental Obligations in the necessary amount for the purchase, payment, retirement or redemption thereof are then held by or will be deposited with the trustee or mortgagee under the Prior Lien securing such Prior Lien Bonds concurrently with the authentication and delivery of the Bonds requested, and further stating that the principal amount of such Prior Lien Bonds are not Bonded, accompanied by such Prior Lien Bonds purchased or acquired by the Company, or a certificate of the trustee or mortgagee under such Prior Lien stating that such Prior Lien Bonds have not been used as a basis for the issuance of Prior Lien Bonds pursuant to such Prior Lien and that such Prior Lien Bonds have been Retired or purchased, paid, retired, redeemed, canceled or otherwise discharged, or that provision for such purchase, payment, retirement, redemption, cancellation or other discharge satisfactory to such trustee or mortgagee has been made, including the deposit of any necessary money or Governmental Obligations with such trustee or mortgagee.

Section 6.02. No Bonds shall be authenticated and delivered at any time under this Article VI on the basis of Bonded Prior Lien Bonds.

ARTICLE VII

COVENANTS OF THE COMPANY

Section 7.01. The Company will duly and punctually pay the principal of, premium, if any, and interest on all Outstanding Bonds at the times and places and in the manner provided for in the Bonds and this Indenture.

Section 7.02. Except for properties not necessary or desirable for the Company’s operations which may have been sold, vacated or otherwise disposed of by the Company and the value of which is not included in the calculation of Bondable Property, on the date of the execution of this Indenture the Company is lawfully seized and possessed of all the Mortgaged Property in existence on such date, free and clear of all liens other than Permissible Encumbrances; the Company will maintain and preserve the Lien of this Indenture so long as any Bond is Outstanding subject to its right to create Prior Liens which are Permissible Encumbrances; and the Company has good right and lawful authority to mortgage the Mortgaged Property, as provided in and by this Indenture.

Section 7.03. The Company will, subject to Article XIII, at all times maintain its corporate existence and right to carry on business, and duly procure all renewals and extensions thereof, if and when any shall be necessary.

Section 7.04. Whenever necessary to avoid or fill a vacancy in the office of Trustee, the Company will in the manner provided in Section 14.14 appoint a Trustee so that there shall be at all times a Trustee which shall at all times be a bank or trust company having its designated corporate trust office and place of business in the United States of America and organized and doing business under the laws of the United States or of any State or the District of Columbia, with

Section 7.05. The Company will cause this Indenture and all Supplemental Indentures or notices in respect thereof to be promptly recorded and filed and rerecorded and refiled in such manner and in such places, as may be required by law in order fully to preserve and protect the security of the Bondholders and all rights of the Trustee, and will deliver to the Trustee:

(a) promptly after the execution and delivery of this Indenture and of each Supplemental Indenture, an Opinion of Counsel either stating that in the opinion of such counsel this Indenture or such Supplemental Indenture or notice in respect thereof has been properly recorded and filed, so as to make effective the Lien of this Indenture intended to be created hereby, and reciting the details of such action, or stating that in the opinion of such counsel no such action is necessary to make the Lien of this Indenture effective. The Company shall be deemed to be in compliance with this Section 7.05(a) if (i) such Opinion of Counsel states that this Indenture or such Supplemental Indenture or notice has been received for recording or filing in each jurisdiction in which it is required to be recorded or filed and that, in the opinion of such counsel (if such is the case), such receipt for recording or filing makes effective the Lien of this Indenture intended to be created thereby, and (ii) such Opinion of Counsel is delivered to the Trustee within such time, following the date of the execution and delivery of this Indenture or such Supplemental Indenture, as shall be practicable having due regard to the number and distance of the jurisdictions in which this Indenture or such Supplemental Indenture is required to be recorded or filed; and

(b) on or before December 1 of each year, beginning 2022, an Opinion of Counsel either stating that in the opinion of such counsel such action has been taken, since the date of the most recent Opinion of Counsel furnished pursuant to this Section 7.05(b) or the first Opinion of Counsel furnished pursuant to Section 7.05(a), with respect to the recording, filing, rerecording, and refiling of this Indenture and each notice with respect thereto and of each Supplemental Indenture, as is necessary to maintain the Lien of this Indenture, and reciting the details of such action, or stating that in the opinion of such counsel no such action is necessary to maintain such lien.

Section 7.06. (a) If the Company shall appoint one or more paying agents other than the Trustee, the Company will cause each such paying agent to (i) execute and deliver to the Trustee an instrument in which such paying agent shall agree with the Trustee, subject to this Section 7.06(a)(i), that such paying agent shall hold in trust for the benefit of the Bondholders or the Trustee all sums held by such paying agent for the payment of the principal of, premium, if any, and interest on the Bonds; and (ii) that such paying agent shall give to the Trustee notice of any default by the Company in the making of any deposit with it for the payment of the principal of, premium, if any, or interest on the Bonds, and of any default by the Company in the making of any such payment; such paying agent shall not be obligated to segregate such sums from other funds of such paying agent except to the extent required by law or unless otherwise directed by the Company.

(b) If the Company acts as its own paying agent, the Company will, on or before each installment of principal of, premium, if any, or interest on the Bonds is required to be paid, set

(c) Anything in this Section 7.06 to the contrary notwithstanding, the Company may at any time, for the purpose of obtaining a release or satisfaction of this Indenture or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Company or any paying agent as required by this Section 7.06, such sums to be held by the Trustee upon the trusts contained in this Indenture.

(d) Anything in this Section 7.06 to the contrary notwithstanding, the holding of sums in trust as provided in this Section 7.06 is subject to Section 18.02.

Section 7.07. The Company will pay all taxes and assessments and other governmental charges lawfully levied or assessed upon the Mortgaged Property, any income from the Mortgaged Property, or the interest of the Trustee in the Mortgaged Property, before the same shall result in the attachment of a lien on the Mortgaged Property and will use its best efforts duly to observe and conform to all valid requirements of any governmental authority relative to any Mortgaged Property, and all covenants, terms and conditions upon or under which any Mortgaged Property is held; provided, however, that nothing in this Section 7.07 shall require the Company to use its best efforts to observe or conform to any requirement of any governmental authority or to cause to be paid or discharged, or to make provisions for, any such lien or charge, or to pay any such tax, assessment or governmental charge so long as the validity thereof shall be contested in good faith and by appropriate legal proceedings.

Section 7.08. The Company will execute and deliver such Supplemental Indenture or Indentures and such further instruments and do such further acts as may be necessary or proper to carry out more effectually the purposes of this Indenture and to make subject to the Lien of this Indenture any property (other than Excepted Property) hereafter acquired and intended or required to be so subject.

Section 7.09. The Company will keep proper books of record and account, in which full and correct entries shall be made of all dealings or transactions of or in relation to the Bonds and the business, properties and affairs of the Company in accordance with Generally Accepted Accounting Principles. The Company will furnish to the Trustee any and all information as the Trustee may reasonably request with respect to the performance by the Company of its covenants in this Indenture.

Section 7.10. The Company will cause the Mortgaged Property to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on by the Company with the Mortgaged Property may be properly conducted at all times; provided, however, that nothing in this Section 7.10 shall prevent the Company from discontinuing the operation and maintenance of any Mortgaged Property if, in the judgment of the Company, such discontinuance is desirable in the conduct of its business, and, in the judgment of the Company, is not in any material respect adverse to the Bondholders; and provided, further, nothing in this

Section 7.11. (a) The Company will keep or cause to be kept all the Mortgaged Property insured with reasonable deductibles and retentions against loss by fire, to the extent that property of similar character is usually so insured by companies similarly situated and operating like properties, by insurance companies which the Company believes to be reputable; or the Company will, in lieu of or supplementing such insurance in whole or in part, adopt some other method or plan of protection or, alone or in conjunction with any other Person or Persons, create an insurance fund to protect the Mortgaged Property against loss by fire.

(b) Proceeds of any insurance or alternative method or plan of protection of the Company against losses of the kind specified in Section 7.11(a) shall, at the option of the Company, be paid to the Company, and the Company shall be under no obligation to use such proceeds to rebuild or repair damaged or destroyed Mortgaged Property to the extent that the value of all of the Mortgaged Property after the damage or destruction of Mortgaged Property with respect to which such proceeds are payable equals or exceeds an amount equal to 133¹⁄₃% of the sum of the principal amount of Outstanding Bonds and Prior Lien Bonds outstanding, upon receipt by the Trustee of:

(i) an Engineer’s Certificate stating that the Fair Value of the Mortgaged Property remaining after such damage or destruction of Mortgaged Property is a specified amount; and

(ii) an Accountant’s Certificate stating that the value of all of the Mortgaged Property, as certified in the Engineer’s Certificate provided for in Section 7.11(b)(i) equals or exceeds an amount equal to 133¹⁄₃% of the sum of the principal amount of Outstanding Bonds and Prior Lien Bonds outstanding.

(c) If the value of all of the Mortgaged Property after such damage or destruction of Mortgaged Property does not equal or exceed an amount equal to 133¹⁄₃% of the sum of the principal amount of Outstanding Bonds and Prior Lien Bonds outstanding, (i) the proceeds of such insurance paid with respect to any such loss shall be made payable to the Trustee, as the interest of the Trustee may appear, or to the trustee or other mortgagee under any Prior Lien upon the Mortgaged Property so destroyed or damaged, if the terms of such Prior Lien require such losses so to be made payable; and (ii) if the Company shall adopt such other method or plan, it will pay or cause to be paid to the Trustee on account of any loss sustained because of the destruction or damage of any Mortgaged Property by fire, an amount of cash equal to such loss less any amount otherwise paid to the Trustee, or to the trustee or other mortgagee of any such Prior Lien upon the Mortgaged Property so destroyed or damaged, if the terms of such Prior Lien require such losses so to be paid. Any amounts of cash so required to be paid by the Company pursuant to any such method or plan shall for the purposes of this Indenture be deemed to be proceeds of insurance.

(d) All moneys paid to the Trustee by the Company or received by the Trustee as proceeds of any insurance shall, subject to the requirements of any Prior Lien, be held by the

(e) Any moneys not applied in accordance with Section 7.11(d) within 18 months after the receipt of such moneys by the Trustee, or in respect of which notice in writing of the intention of the Company to apply such moneys to the work of rebuilding or renewal then in progress and uncompleted shall not have been given to the Trustee by the Company within such 18 months, or which the Company shall at any time notify the Trustee is not to be so applied, shall thereafter be withdrawn, used or applied in the manner, to the extent and for the purposes and subject to the conditions in Section 11.01.

(f) There shall be delivered to the Trustee, on or before December 1 of each year, a detailed statement, signed by the Treasurer or an Assistant Treasurer of the Company, of any fire insurance policies then outstanding and in force upon any Mortgaged Property, including, or by reference to former statements including the names of the insurance companies which have issued such policies and the amounts and expiration dates thereof, together with a detailed statement, signed by the Treasurer or an Assistant Treasurer of the Company, of any alternative method or plan of protection, if any.

Section 7.12. Upon default of the Company, the Trustee may, but shall not be obligated to, make any payment which the Company in this Indenture agrees to make, and the Company covenants and agrees that it will promptly repay to the Trustee any and all moneys which the Trustee shall so pay.

PRIOR LIEN BONDS

DEPOSITED WITH TRUSTEE

Section 8.01. Each Prior Lien Bond in registered form deposited with the Trustee shall be accompanied by appropriate instruments of transfer, and the Trustee may cause any or all registered Prior Lien Bonds deposited under this Article VIII to be registered in its name as Trustee, or otherwise, or in the name or names of its nominee or nominees.

Section 8.02. All Prior Lien Bonds received by the Trustee under this Article VIII shall be held as part of the Mortgaged Property for the protection and further security of the Bonds. Except during the continuance of a Default, no payment of principal of, or premium, if any, or

Section 8.03. (a) Except during the continuance of a Default, the Trustee, on the written request of the Company, shall cause any Prior Lien Bonds held by it under this Article VIII to be canceled, and the obligation thereby evidenced to be satisfied and discharged. Upon similar request the Trustee shall sell (on such terms as the Company shall designate) or surrender any Prior Lien Bonds held by it subject to this Article VIII to the trustee or other holder of the Prior Lien which secures such Prior Lien Bonds to be held uncanceled for the purposes of any sinking or analogous fund or other similar device for the retirement of such Prior Lien Bonds, provided, however, that if all of the property securing any Prior Lien Bonds deposited with the Trustee under this Article VIII shall have been released from the Lien of this Indenture, such bonds as shall thereupon cease to be Prior Lien Bonds and shall be surrendered forthwith by the Trustee to the Company upon its written request.

(b) Prior to any sale or surrender of Prior Lien Bonds by the Trustee in accordance with Section 8.03(a), there shall be delivered to the Trustee, an Appraiser’s Certificate, made and dated not more than 90 days prior to the date of the Company’s request for such sale or surrender, stating the fair market value in cash, in the opinion of the signer of such Appraiser’s Certificate, of the Prior Lien Bonds to be sold or surrendered, and an Officers’ Certificate stating that, in the opinion of the signers of such Officers’ Certificate, the release thereof will not impair the security under this Indenture.

(c) Any cash received by the Trustee upon the sale of Prior Lien Bonds pursuant to this Section 8.03 shall be held and applied in accordance with Article XI.

Section 8.04. On the request of the Company as evidenced by an Officers’ Certificate, the Trustee shall permit the extension of the maturity of and/or any other modification of any Prior Lien Bonds held by the Trustee subject to this Article VIII and/or any modification of any Prior Lien.

Section 8.05. Upon the occurrence and during the continuance of a Default, the Trustee may exercise any and all rights of a holder with respect to the Prior Lien Bonds then held by it under this Article VIII or may take any other action which shall in its judgment be desirable or necessary to avail itself of the security for such Prior Lien Bonds.

Section 9.01. Any Outstanding Bonds which are, by their terms, redeemable before maturity, at the option of the Company or pursuant to the requirements of this Indenture, may be redeemed at such times, in such amounts and at such prices as may be specified therein and in accordance with this Article IX.

Section 9.02. (a) If less than all of the Outstanding Bonds of any series are to be redeemed, the particular Bonds to be redeemed shall be selected by such method as shall be provided for any such particular series of the Outstanding Bonds, or in the absence of any such provision, by the Trustee in such manner as it shall deem fair and appropriate, but special provisions for the selection of the particular Bonds to be redeemed within a particular series may be provided by a Supplemental Indenture.

(b) Unless otherwise provided as to a particular series of Bonds, notice of the intention of the Company to redeem any Bonds which are not Registered Bonds shall be given to the holders of such Bonds, by or on behalf of the Company, by publication in one Authorized Newspaper in the Borough of Manhattan, The City of New York, and in one Authorized Newspaper in the city in which the Trustee maintains its principal office and place of business, once at least 30 and not more than 40 days prior to the date fixed for redemption. If less than all Bonds of any particular series are to be redeemed and unless otherwise provided as to a particular series of Bonds, the number of any Bonds to be redeemed shall be included in such notice and may be stated: individually; in groups from one number to another number, both inclusive, except such as shall have been previously called for redemption or otherwise retired; or in any other way satisfactory to the Trustee.

(c) No notice of the intention of the Company to redeem Registered Bonds is required to be published in an Authorized Newspaper, but a copy of such notice shall be mailed to the holders of such Registered Bonds, not less than 10 nor more than 40 days before the date fixed for such redemption, at the last address appearing for each of such holders in the Bond register maintained pursuant to Section 2.06.

(d) If at the time of publication or mailing of any notice of redemption the Company shall not have irrevocably directed the Trustee to apply funds deposited with the Trustee or held by it and available to be used for the redemption of Bonds to redeem all the Bonds called for redemption, such notice may state that it is subject to the receipt of the redemption moneys by the Trustee before the date fixed for redemption and such notice shall be of no effect unless such moneys are so received before such date.

(e) Failure duly to give notice of the intention of the Company to redeem any Bonds by publication and/or by mailing to the owner or holder of such Bond shall not affect the validity of the proceedings for the redemption of any other Bond.

Section 9.03. Publication or mailing of the notice of redemption, if required, having been completed as provided in Section 9.02(b) or 9.02(c) and the Company having before the redemption date specified in such notice deposited with the Trustee, and/or having irrevocably directed the Trustee to apply, from cash or Governmental Obligations held by it and available to be used for the redemption of Bonds, an amount in cash or the proceeds from such Governmental Obligations sufficient to redeem all of the Bonds called for redemption, including accrued interest, the Bonds called for redemption shall become due and payable on such redemption date.

Section 9.04. All cash or Governmental Obligations held by the Trustee for the redemption of Bonds shall, subject to Section 18.02, be held in trust for the account of the holders of the Bonds so to be redeemed, and shall be paid to them respectively, upon presentation and surrender of said Bonds. On and after such date fixed for redemption, if the cash for the redemption of the Bonds to be redeemed shall be held by the Trustee for the purpose, such Bonds shall cease to bear interest and shall cease to be entitled to the Lien of this Indenture.

Section 9.05. If any Registered Bond shall be called for redemption in part only, the notice of such redemption shall specify the principal amount thereof to be redeemed, and such Registered Bond shall be presented for cancellation properly endorsed for transfer at or after the date fixed for the redemption of said Bonds so called for redemption, and thereupon the payment with respect to said Bonds shall be made upon surrender of said Bonds so endorsed, and Registered Bonds for the unpaid balance of the principal amount of the Registered Bonds so presented and surrendered shall be executed by the Company and authenticated and delivered by the Trustee without charge therefor to the holder thereof.

ARTICLE X

POSSESSION, USE AND RELEASE OF THE MORTGAGED PROPERTY

Section 10.01. The Company shall be suffered and permitted to possess, enjoy, use and operate the Mortgaged Property (except cash or securities paid to or deposited with or required by the express terms of this Indenture to be paid to or deposited with the Trustee) and to take and use any and all tolls, rents, revenues, earnings, interest, dividends, royalties, issues, income and profits thereof, as if this Indenture had not been made, with power in the ordinary course of business to alter, repair, change and add to its buildings, structures and any or all of its plant and equipment, constructed or owned or hereafter constructed or acquired by the Company, and hereby granted, bargained, sold, warranted, released, conveyed, assigned, transferred, mortgaged, pledged, set over or continued, to the Trustee, or intended so to be.

Section 10.02. The Company may at any time and from time to time, without any release or consent by the Trustee:

(a) sell or otherwise dispose of, free from the Lien of this Indenture, or abandon or otherwise retire, any machinery, equipment, implements or other similar property which is part of the Mortgaged Property and which, in the judgment of the Company, shall have become old, inadequate, obsolete, worn out or unfit or unadapted for use in the Company’s electric and steam generating, transmission and distribution operations, or any dwellings or appurtenant structures which, in the judgment of the Company, are unfit or unadapted for use in the Company’s electric and steam generating, transmission and distribution operations;

(b) cancel or make changes in or alterations of or substitutions for any and all leases;

(c) alter, change the location of, add to, repair and replace any and all transmission and distribution lines, substations, machinery, fixtures and other equipment;

(d) cancel, make changes in or substitutions for or dispose of any and all rights of way (including easements and licenses);

(e) surrender or assent to the modification of any franchise (including in that term any ordinances, indeterminate permits, licenses or other operating rights, however denominated, granted by Federal, state, municipal or other governmental authority) under which the Company may be operating if, in the judgment of the Company, it is advisable to do so;

Abandon Mortgaged Property and surrender franchises when deemed advisable

Grant or convey rights of way and easements if Mortgaged property, not Impaired

(f) abandon, or permit the abandonment of, the operation of any Mortgaged Property and surrender any franchises, as defined in Section 10.02(e), under which such Mortgaged Property is operated, if, in the judgment of the Company, the operation of such Mortgaged Property and such franchises is not, under the circumstances, necessary or important for the operation of the remaining Mortgaged Property, or whenever the Company deems such abandonment or surrender to be advisable for any reason; provided, however, that if the amount at which such property and all other properties so abandoned or surrendered during the same calendar year was originally charged to the fixed property accounts of the Company is 10% or more of the aggregate principal amount of the Bonds Outstanding immediately prior to such abandonment or surrender, there shall be furnished to the Trustee an Independent Engineer’s Certificate to the effect that neither such operation nor such franchises are, under the circumstances, necessary or important for the operation of the remaining property of the Company or that such abandonment or surrender is advisable for some other specified reason, and in either case that such abandonment or surrender will not impair the security under this Indenture in contravention of the provisions hereof; and

(g) grant or convey rights of way and easements over or in respect of any real Mortgaged Property owned by the Company, provided that such grant or conveyance will not, in the judgment of the Company, impair the usefulness of such real Mortgaged Property in the Company’s electric and steam generating, transmission and distribution operations, and will not be prejudicial to the interest of the Bondholders.

Section 10.03. Subject to Section 10.11, the Trustee shall release from the Lien of this Indenture any Mortgaged Property if the Fair Value of all of the Mortgaged Property (excluding the Mortgaged Property to be released but including any Mortgaged Property to be acquired by the Company with the proceeds of, or otherwise in connection with, such release) equals or exceeds an amount equal to 133¹⁄₃% of the aggregate principal amount of Outstanding Bonds and Prior Lien Bonds outstanding at the time of such release, upon receipt by the Trustee of:

(a) an Officers’ Certificate, dated the date of such release, requesting such release, describing in reasonable detail the Mortgaged Property to be released and stating the reason for such release;

(b) an Engineer’s Certificate, dated the date of such release, stating (i) that the signer of such Engineer’s Certificate has examined such Officers’ Certificate in connection with such release, (ii) the Fair Value, in the opinion of the signer of such Engineer’s Certificate, of (A) all of the Mortgaged Property, and (B) the Mortgaged Property to be released, in each case as of a date not more than 90 days prior to the date of such release, and (iii) that in the opinion of such signer, such release will not impair the security under this Indenture in contravention of the provisions hereof;

(c) in case any Bondable Property is being acquired by the Company with the proceeds of, or otherwise in connection with, such release, an Engineer’s Certificate, dated the date of such

(d) an Accountant’s Certificate, dated the date of such release, stating the aggregate principal amount of Outstanding Bonds and Prior Lien Bonds outstanding at the time of such release, and stating that the Fair Value of all of the Mortgaged Property (excluding the Mortgaged Property to be released but including any Bondable Property to be acquired by the Company with the proceeds of, or otherwise in connection with, such release) stated on the Engineer’s Certificate filed pursuant to Section 10.03(c) equals or exceeds an amount equal to 133¹⁄₃% of such aggregate principal amount;

(e) an Officers’ Certificate, dated the date of such release, stating whether, and if so in what respect and to what extent, to the knowledge of the signers of such Officers’ Certificate, there has occurred and is continuing a Default; and

(f) an Opinion of Counsel, dated the date of such release, as to compliance with conditions precedent.

Section 10.04. If the Company is unable to obtain, in accordance with Section 10.03, the release from the Lien of this Indenture of Mortgaged Property, subject to Section 10.11, the Trustee shall release from the Lien of this Indenture any Mortgaged Property if the Fair Value thereof, as shown by the Engineer’s Certificate filed pursuant to Section 10.04(b), is less than ¹⁄₂ of 1% of the aggregate principal amount of Outstanding Bonds and Prior Lien Bonds outstanding at the time of such release, provided that the aggregate Fair Value of all Mortgaged Property released pursuant to this Section 10.04, as shown by all Engineer’s Certificates filed pursuant to Section 10.04(b) in any period of 12 consecutive calendar months which includes the date of such Engineer’s Certificate, shall not exceed 1% of the aggregate principal amount of the Outstanding Bonds and Prior Lien Bonds outstanding at the time of such release, upon receipt by the Trustee of:

(a) an Officers’ Certificate, dated the date of such release, requesting such release, describing in reasonable detail the Mortgaged Property to be released and stating the reason for such release;

(b) an Engineer’s Certificate, dated the date of such release, stating (A) that the signer of such Engineer’s Certificate has examined such Officers’ Certificate in connection with such release, (B) the Fair Value, in the opinion of the signer of such Engineer’s Certificate, of such Mortgaged Property to be released as of a date not more than 90 days prior to the date of such release, and (C) that in the opinion of such signer such release will not impair the security under this Indenture in contravention of the provisions hereof;

(c) an Accountant’s Certificate, dated the date of such release, stating the aggregate principal amount of Outstanding Bonds and Prior Lien Bonds outstanding at the time of such release, that 1/2 of 1% of such aggregate principal amount does not exceed the Fair Value of the Mortgaged Property for which such release is applied for, and that 1% of such aggregate principal amount does not exceed the aggregate Fair Value of all Mortgaged Property released from the Lien of this Indenture pursuant to this Section 10.04, as shown by all Engineer’s Certificates filed pursuant to Section 10.04 (b) in such period of 12 consecutive calendar months;

(d) an Officers’ Certificate, dated the date of such release, stating whether, and if so in what respect and to what extent, to the knowledge of the signers of such Officers’ Certificate, there has occurred and is continuing a Default; and

(e) an Opinion of Counsel, dated the date of such release, as to compliance with conditions precedent.