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

NOW, THEREFORE, THIS INDENTURE WITNESSETH. That the Issuer in consideration of the premises, of the acceptance by the Trustee of the trusts hereby created, of the mutual covenants herein contained and of the purchase and acceptance of the Bonds by the Owners thereof, and for other valuable consideration, the receipt of which is hereby acknowledged, and in order to secure the payment of the principal of, premium, if any, and interest on the Bonds according to their tenor and effect, and the performance and observance by the Issuer of all the covenants and conditions herein and therein contained (a) has executed and delivered this Indenture and (b) has agreed to sell, assign, transfer, set over and pledge, and by these presents does hereby sell, assign, transfer, set over and pledge unto Manufacturers and Traders Trust Company, Harrisburg, Pennsylvania, as Trustee, and to its successors in trust and its assigns forever, to the extent provided in this Indenture, all of the right, title and interest of the Issuer in and to the Loan Agreement (except for the Unassigned Issuer’s Rights as defined in the Loan Agreement), and all the Revenues of the Issuer, and amounts on deposit in the Construction Fund and Debt Service Fund as hereinafter in this Indenture provided (collectively, the “Trust Estate”); provided, however, that nothing in the Bonds or in this Indenture shall be construed as pledging the faith or credit or taxing power of the Commonwealth, the County of York or any other political subdivision of the Commonwealth, nor shall this Indenture or the Bonds constitute a general obligation of the Issuer, or a debt of the Commonwealth, the County of York or any political subdivision thereof; TO HAVE AND TO HOLD the same unto the Trustee and its successors in trust forever; IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth for the benefit and security of those who shall hold or own the Bonds issued hereunder, or any of them, without preference of any of said Bonds over any others thereof by reason of priority in the time of the issue or negotiation thereof or by reason of the date or maturity thereof, or for any other reason whatsoever, except as otherwise provided herein; IT IS HEREBY COVENANTED, declared and agreed by and between the parties hereto, that all such Bonds are to be issued, authenticated as required by this Indenture, and delivered and that all property subject or to become subject hereto, including the Revenues, is to be held and applied upon and subject to the further covenants, conditions, uses and trusts hereinafter set forth; and the Issuer, for itself and its successors, does hereby covenant and agree to and with the Trustee and its successors in trust, for the benefit of those who shall hold all of the Bonds, or any of them, as follows:

NOW, THEREFORE, THIS INDENTURE WITNESSETH. That the Issuer Arizona Public Service Company, in consideration of the premises, premises and of the acceptance One Dollar to it duly paid by the Trustee at or before the ensealing and delivery of the trusts hereby created, of the mutual covenants herein contained and of the purchase and acceptance of the Bonds by the Owners thereof, and for other valuable considerationthese presents, the receipt of which whereof is hereby acknowledged, and in further evidence of assurance of the estate, title and rights of the Trustee and in order further to secure the payment of both the principal of, of and interest and premium, if any, and interest on the Bonds bonds from time to time heretofore, herewith or hereafter issued under the Mortgage, according to their tenor and effect, and the performance and observance by the Issuer of all the covenants provisions of the Mortgage (including any instruments supplemental thereto and conditions herein any modifications made as in the Mortgage provided) and therein contained (a) has executed and delivered this Indenture and (b) has agreed to sellof said bonds, assignhereby grants, transferbargains, set sells, releases, conveys, assigns, transfers, mortgages, pledges, sets over and pledgeconfirms (subject, and by these presents does hereby sellhowever, assign, transfer, set over and pledge to Excepted Encumbrances as defined in Section 6 of the Mortgage) unto Manufacturers and Traders Trust Company, Harrisburg, PennsylvaniaThe Bank of New York, as TrusteeTrustee under the Mortgage, and to its successor or successors in trust said trust, and to said Trustee and its successors and assigns forever, all the properties of the Company described in the Mortgage, as heretofore supplemented and amended (except any properties which have been released from the Lien of the Mortgage), and all the properties specifically described in Article IV hereof. Also all other property, real, personal and mixed, of the kind or nature specifically mentioned in Article IV hereof or of any other kind or nature (except any herein or in the Mortgage, as heretofore supplemented and amended, expressly excepted and except any which may not lawfully be mortgaged or pledged hereunder), now owned or, subject to the extent provided provisions of subsection (I) of Section 87 of the Mortgage, hereafter acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing or of any general description contained in this Fifty-fourth Supplemental Indenture) all lands, power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, dams, dam sites, aqueducts, and all other rights or means for appropriating, conveying, storing and supplying water; all rights of way and roads; all plants for the generation of electricity by steam, water and/or other power; all power houses, gas plants, street lighting systems, standards and other equipment incidental thereto, telephone, radio and television systems, air-conditioning systems and equipment incidental thereto, water works, water systems, steam heat and hot water plants, substations, lines, service and supply systems, bridges, culverts, tracks, ice or refrigeration plants and equipment, offices, buildings and other structures and equipment thereof; all machinery, engines, boilers, dynamos, electric, gas and other machines, regulators, meters, transformers, generators, motors, electrical, gas and mechanical appliances, conduits, cables, water, steam heat, gas or other pipes, gas mains and pipes, service pipes, fittings, valves and connections, pole and transmission lines, wires, cables, tools, 6 implements, apparatus, furniture and chattels; all franchises, consents or permits; all lines for the transmission and distribution of electric current, gas, steam heat or water for any purpose including towers, poles, wires, cables, pipes, conduits, ducts and all apparatus for use in connection therewith; all real estate, lands, easements, servitudes, licenses, permits, franchises, privileges, rights of way and other rights in or relating to public or private property, real or personal, or the occupancy of such property and (except as herein or in the Mortgage, as heretofore supplemented and amended, expressly excepted) all the right, title and interest the Company may now have or hereafter acquire in and to any and all property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore or in the Mortgage, as heretofore supplemented and amended, described. TOGETHER WITH all and singular the tenements, hereditaments, prescriptions, servitudes and appurtenances belonging or in anywise appertaining to the aforementioned property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 57 of the Issuer Mortgage) the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title, interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the Loan Agreement (except for the Unassigned Issuer’s Rights as defined in the Loan Agreement), aforementioned property and all the Revenues of the Issuer, franchises and amounts on deposit in the Construction Fund every part and Debt Service Fund as hereinafter in this Indenture provided (collectively, the “Trust Estate”); provided, however, that nothing in the Bonds or in this Indenture shall be construed as pledging the faith or credit or taxing power of the Commonwealth, the County of York or any other political subdivision of the Commonwealth, nor shall this Indenture or the Bonds constitute a general obligation of the Issuer, or a debt of the Commonwealth, the County of York or any political subdivision parcel thereof; TO HAVE AND TO HOLD the same unto the Trustee and its successors in trust forever; IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth for the benefit and security of those who shall hold or own the Bonds issued hereunder, or any of them, without preference of any of said Bonds over any others thereof by reason of priority in the time of the issue or negotiation thereof or by reason of the date or maturity thereof, or for any other reason whatsoever, except as otherwise provided herein; . IT IS HEREBY COVENANTEDAGREED by the Company that, declared and agreed by and between the parties hereto, that all such Bonds are to be issued, authenticated as required by this Indenture, and delivered and that all property subject or to become subject hereto, including the Revenues, is to be held and applied upon and subject to the further covenantsprovisions of subsection (I) of Section 87 of the Mortgage and to the extent permitted by law, conditionsall the property, uses rights and trusts hereinafter set forth; franchises acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) after the date hereof, except any herein or in the Mortgage, as heretofore supplemented and amended, expressly excepted, shall be and are as fully granted and conveyed hereby and as fully embraced within the lien hereof and the Issuer, for itself and its successors, does hereby covenant and agree to and with the Trustee and its successors in trust, for the benefit of those who shall hold all Lien of the BondsMortgage as if such property, or any of them, as follows:rights and franchises were now owned by the Company and were specifically described herein and conveyed hereby.

NOW, THEREFORE, THIS INDENTURE WITNESSETH. That the Issuer in consideration of the premises, of the acceptance by the Trustee of the trusts hereby created, of the mutual covenants herein contained and of the purchase and acceptance of the Bonds by the Owners thereof, and for other valuable consideration, the receipt of which is hereby acknowledged, and in order to secure the payment of the principal of, premium, if any, and interest on the Bonds according to their tenor and effect, and the performance and observance by the Issuer of all the covenants and conditions herein and therein contained (a) has executed and delivered this Indenture and (b) has agreed to sell, assign, transfer, set over and pledge, and by these presents does hereby sell, assign, transfer, set over and pledge unto Manufacturers and Traders Trust Company, Harrisburg, Pennsylvania, in its capacity as Trustee, and to its successors in trust and its assigns forever, to the extent provided in this Indenture, all of the right, title and interest of the Issuer in and to the Loan Agreement (except for the Unassigned Issuer’s 's Rights as defined in the Loan Agreement), and all the Revenues of the Issuer, and amounts on deposit in the Construction Debt Service Fund and Debt Service the Construction Fund as hereinafter in this Indenture provided (collectively, the “"Trust Estate”"); provided, however, that nothing in the Bonds or in this Indenture shall be construed as pledging the faith or credit or taxing power of the Commonwealth, the County of York or any other political subdivision of the Commonwealth, nor shall this Indenture or the Bonds constitute a general obligation of the Issuer, or a debt of the Commonwealth, the County of York or any political subdivision thereof; TO HAVE AND TO HOLD the same unto the Trustee and its successors in trust forever; IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth for the benefit and security of those who shall hold or own the Bonds issued hereunder, or any of them, without preference of any of said Bonds over any others thereof by reason of priority in the time of the issue or negotiation thereof or by reason of the date or maturity thereof, or for any other reason whatsoever, except as otherwise provided herein; IT IS HEREBY COVENANTED, declared and agreed by and between the parties hereto, that all such Bonds are to be issued, authenticated as required by this Indenture, and delivered and that all property subject or to become subject hereto, including the Revenues, is to be held and applied upon and subject to the further covenants, conditions, uses and trusts hereinafter set forth; and the Issuer, for itself and its successors, does hereby covenant and agree to and with the Trustee and its successors in trust, for the benefit of those who shall hold all of the Bonds, or any of them, as follows:

NOW, THEREFORE, THIS INDENTURE WITNESSETH. That the Issuer Issuer, in consideration of the premises, of the acceptance by the Trustee of the trusts hereby created, of the mutual covenants premises herein contained and of the purchase and acceptance of the Texas Stabilization N Bonds by the Owners thereof, Holders and for of other valuable good and lawful consideration, the receipt and sufficiency of which is are hereby acknowledged, and to secure, equally and ratably without prejudice, priority or distinction, except as specifically otherwise set forth in order to secure this Indenture, the payment of the principal ofTexas Stabilization N Bonds, premiumthe payment of all other amounts due under or in connection with this Indenture (including, if anywithout limitation, all fees, expenses, counsel fees and interest on other amounts due and owing to the Bonds according to their tenor and effect, Indenture Trustee) and the performance and observance by the Issuer of all of the covenants and conditions contained herein and therein contained (a) or in the Texas Stabilization N Bonds, has hereby executed and delivered this Indenture and (b) has agreed to sell, assign, transfer, set over and pledge, and by these presents does hereby selland under the Series Supplement will convey, Xxxxx and assign, transfertransfer and pledge, set over in each case, in and pledge unto Manufacturers and Traders Trust Company, Harrisburg, Pennsylvania, as the Indenture Trustee, and to its successors in trust and its assigns forever, to for the extent provided in this Indenturebenefit of the Secured Parties, all of and singular the right, title and interest property described in the Series Supplement (such property hereinafter referred to as the "Texas Stabilization N Bond Collateral"). The Series Supplement will more particularly describe the obligations of the Issuer in and to secured by the Loan Agreement (except for the Unassigned Issuer’s Rights as defined in the Loan Agreement), and all the Revenues of the Issuer, and amounts on deposit in the Construction Fund and Debt Service Fund as hereinafter in this Indenture provided (collectively, the “Trust Estate”); provided, however, that nothing in the Bonds or in this Indenture shall be construed as pledging the faith or credit or taxing power of the Commonwealth, the County of York or any other political subdivision of the Commonwealth, nor shall this Indenture or the Bonds constitute a general obligation of the Issuer, or a debt of the Commonwealth, the County of York or any political subdivision thereof; TO HAVE AND TO HOLD the same unto the Trustee and its successors in trust forever; IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth for the benefit and security of those who shall hold or own the Bonds issued hereunder, or any of them, without preference of any of said Bonds over any others thereof by reason of priority in the time of the issue or negotiation thereof or by reason of the date or maturity thereof, or for any other reason whatsoever, except as otherwise provided herein; IT IS HEREBY COVENANTED, declared and agreed by and between the parties hereto, Texas Stabilization N Bond Collateral. hereto that all such Texas Stabilization N Bonds are to be issued, authenticated as required by this Indenture, countersigned and delivered and that all property subject or to become subject hereto, including of the Revenues, Texas Stabilization N Bond Collateral is to be held and applied upon and applied, subject to the further covenants, conditions, releases, uses and trusts hereinafter set forth; , and the Issuer, for itself and its successorsany successor, does hereby covenant and agree to and with the Indenture Trustee and its successors in said trust, for the benefit of those who shall hold all of the Bonds, or any of themSecured Parties, as follows:

NOW, THEREFORE, THIS INDENTURE WITNESSETH. That the Issuer in consideration of the premises, of the acceptance by the Trustee of the trusts hereby created, of the mutual covenants herein contained and of the purchase and acceptance of the Bonds by the Owners thereof, and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in order to secure the payment of the principal or purchase price of, premium, if any, and interest on the Bonds according to their tenor and effect, and the performance and observance by the Issuer of all the covenants and conditions herein and therein contained (a) has executed and delivered this Indenture and (b) has agreed to sell, assign, transfer, set over and pledge, and by these presents does hereby sell, assign, transfer, set over and pledge unto Manufacturers and Traders Trust Company, Harrisburg, Pennsylvania, as Trustee, and to its successors in trust and its assigns forever, to the extent provided in this Indenture, all of the right, title and interest of the Issuer in and to (i) the Loan Agreement (except for the Unassigned Issuer’s Rights as defined in the Loan Agreement), and (ii) all the Revenues of the Issuer, and amounts on deposit in (iii) all funds (other than the Construction Fund Rebate Fund) and Debt Service Fund as hereinafter in accounts established under this Indenture provided and all moneys and investments now or hereafter held therein ((i), (ii) and (iii) are collectively, the “Trust Estate”); provided, however, that nothing in the Bonds or in this Indenture shall be construed as pledging the faith or credit or taxing power of the Commonwealth, the County of York Commonwealth or any other political subdivision of the Commonwealth, nor shall this Indenture or the Bonds constitute a general obligation of the Issuer, or a debt of the Commonwealth, the County of York Commonwealth or any political subdivision thereof; TO HAVE AND TO HOLD the same unto the Trustee and its successors in trust forever; IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth for the benefit and security of those who shall hold or own the Bonds issued hereunder, or any of them, without preference of any of said Bonds over any others thereof by reason of priority in the time of the issue or negotiation thereof or by reason of the date or maturity thereof, or for any other reason whatsoever, except as otherwise provided herein; IT IS HEREBY COVENANTED, declared and agreed by and between the parties hereto, that all such Bonds are to be issued, authenticated as required by this Indenture, and delivered and that all property subject or to become subject hereto, including the Revenues, is to be held and applied upon and subject to the further covenants, conditions, uses and trusts hereinafter set forth; and the Issuer, for itself and its successors, does hereby covenant and agree to and with the Trustee and its successors in trust, for the benefit of those who shall hold all of the Bonds, or any of them, as follows:

NOW, THEREFORE, THIS INDENTURE WITNESSETH. That the Issuer Arizona Public Service Company, in consideration of the premises, premises and of the acceptance One Dollar to it duly paid by the Trustee at or before the ensealing and delivery of the trusts hereby created, of the mutual covenants herein contained and of the purchase and acceptance of the Bonds by the Owners thereof, and for other valuable considerationthese presents, the receipt of which whereof is hereby acknowledged, and in further evidence of assurance of the estate, title and rights of the Trustee and in order further to secure the payment of both the principal of, of and interest and premium, if any, and interest on the Bonds bonds from time to time heretofore, herewith or hereafter issued under the Mortgage, according to their tenor and effect, and the performance and observance by the Issuer of all the covenants provisions of the Mortgage (including any instruments supplemental thereto and conditions herein any modifications made as in the Mortgage provided) and therein contained (a) has executed and delivered this Indenture and (b) has agreed to sellof said bonds, assignhereby grants, transferbargains, set sells, releases, conveys, assigns, transfers, mortgages, pledges, sets over and pledgeconfirms (subject, and by these presents does hereby sellhowever, assign, transfer, set over and pledge to Excepted Encumbrances as defined in Section 6 of the Mortgage) unto Manufacturers and Traders Trust Company, Harrisburg, PennsylvaniaThe Bank of New York, as TrusteeTrustee under the Mortgage, and to its successor or successors in trust said trust, and to said Trustee and its successors and assigns forever, all the properties of the Company described in the Mortgage, as heretofore supplemented and amended (except any properties which have been released from the Lien of the Mortgage), and all the properties specifically described in Article V hereof. Also all other property, real, personal and mixed, of the kind or nature specifically mentioned in Article V hereof or of any other kind or nature (except any herein or in the Mortgage, as heretofore supplemented and amended, expressly excepted and except any which may not lawfully be mortgaged or pledged hereunder), now owned or, subject to the extent provided provisions of subsection (I) of Section 87 of the Mortgage, hereafter acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing or of any general description contained in this Fifty-fifth Supplemental Indenture) all lands, power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, dams, dam sites, aqueducts, and all other rights or means for appropriating, conveying, storing and supplying water; all rights of way and roads; all plants for the generation of electricity by steam, water and/or other power; all power houses, gas plants, street lighting systems, standards and other equipment incidental thereto, telephone, radio and television systems, air-conditioning systems and equipment incidental thereto, water works, water systems, steam heat and hot water plants, substations, lines, service and supply systems, bridges, culverts, tracks, ice or refrigeration plants and equipment, offices, buildings and other structures and equipment thereof; all machinery, engines, boilers, dynamos, electric, gas and other machines, regulators, meters, transformers, generators, motors, electrical, gas and 7 mechanical appliances, conduits, cables, water, steam heat, gas or other pipes, gas mains and pipes, service pipes, fittings, valves and connections, pole and transmission lines, wires, cables, tools, implements, apparatus, furniture and chattels; all franchises, consents or permits; all lines for the transmission and distribution of electric current, gas, steam heat or water for any purpose including towers, poles, wires, cables, pipes, conduits, ducts and all apparatus for use in connection therewith; all real estate, lands, easements, servitudes, licenses, permits, franchises, privileges, rights of way and other rights in or relating to public or private property, real or personal, or the occupancy of such property and (except as herein or in the Mortgage, as heretofore supplemented and amended, expressly excepted) all the right, title and interest the Company may now have or hereafter acquire in and to any and all property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore or in the Mortgage, as heretofore supplemented and amended, described. TOGETHER WITH all and singular the tenements, hereditaments, prescriptions, servitudes and appurtenances belonging or in anywise appertaining to the aforementioned property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 57 of the Issuer Mortgage) the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title, interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the Loan Agreement (except for the Unassigned Issuer’s Rights as defined in the Loan Agreement), aforementioned property and all the Revenues of the Issuer, franchises and amounts on deposit in the Construction Fund every part and Debt Service Fund as hereinafter in this Indenture provided (collectively, the “Trust Estate”); provided, however, that nothing in the Bonds or in this Indenture shall be construed as pledging the faith or credit or taxing power of the Commonwealth, the County of York or any other political subdivision of the Commonwealth, nor shall this Indenture or the Bonds constitute a general obligation of the Issuer, or a debt of the Commonwealth, the County of York or any political subdivision parcel thereof; TO HAVE AND TO HOLD the same unto the Trustee and its successors in trust forever; IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth for the benefit and security of those who shall hold or own the Bonds issued hereunder, or any of them, without preference of any of said Bonds over any others thereof by reason of priority in the time of the issue or negotiation thereof or by reason of the date or maturity thereof, or for any other reason whatsoever, except as otherwise provided herein; . IT IS HEREBY COVENANTEDAGREED by the Company that, declared and agreed by and between the parties hereto, that all such Bonds are to be issued, authenticated as required by this Indenture, and delivered and that all property subject or to become subject hereto, including the Revenues, is to be held and applied upon and subject to the further covenantsprovisions of subsection (I) of Section 87 of the Mortgage and to the extent permitted by law, conditionsall the property, uses rights and trusts hereinafter set forth; franchises acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) after the date hereof, except any herein or in the Mortgage, as heretofore supplemented and amended, expressly excepted, shall be and are as fully granted and conveyed hereby and as fully embraced within the lien hereof and the Issuer, for itself and its successors, does hereby covenant and agree to and with the Trustee and its successors in trust, for the benefit of those who shall hold all Lien of the BondsMortgage as if such property, or any of them, as follows:rights and franchises were now owned by the Company and were specifically described herein and conveyed hereby.

NOW, THEREFORE, THIS INDENTURE WITNESSETH. That the Issuer Issuer, in consideration of the premises, of the acceptance by the Trustee of the trusts hereby created, of the mutual covenants premises herein contained and of the purchase and acceptance of the Bonds Series 2010-1 Notes by the Owners thereofSeries 2010-1 Noteholders, and for other valuable good and lawful consideration, the receipt of which is hereby acknowledged, and will, pursuant to the Supplement, in order to secure secure, equally and ratably without prejudice, priority or distinction, except as specifically otherwise set forth in this Indenture and in the Supplement, the payment of the principal ofSeries 2010-1 Notes issued pursuant to the Supplement, premium, if any, and interest on the Bonds according to their tenor and effectpayment of all other amounts due under or in connection with the Series 2010-1 Notes or with this Indenture, and the performance and observance by the Issuer of all of the covenants and conditions contained herein and therein contained (a) has executed and delivered this Indenture and (b) has agreed or in the Series 2010-1 Notes, from time to selltime grant a security interest, assignconvey, transfer, set over assign and pledgedeliver, and by these presents does hereby sellin each case, assign, transfer, set over and pledge unto Manufacturers and Traders Trust Company, Harrisburg, Pennsylvania, as to the Trustee, and to its successors in trust and assigns and its or their assigns forever, to have and to hold in trust for the extent benefit of the Series 2010-1 Noteholders all and singular in the property hereinafter described, to wit: All of the Issuer’s right, title and interest in, to and under, (i) each Receivable set forth on the List of Receivables delivered by the Issuer to the Trustee on or before the Closing Date and each Advance Date, (ii) all Related Property relating to such Receivables, (iii) all monies due or to become due and all Collections and other amounts received from time to time with respect to such Receivables on or after the applicable Cut-Off Date, (iv) any Settlement Lock-Box Account, any Settlement Lock-Box, any Annuity Lock-Box Account, any Annuity Lock-Box, the Master Collection Account, the Series Collection Account, the Series Reserve Account, the Series Payment Account, any other Series Account and the Trustee’s Account, together with all monies from time to time on deposit in any such account, and all Eligible Investments and other securities, instruments and other investments purchased from funds on deposit in any such Account, and (v) all proceeds (including, without limitation, “proceeds” as defined in the UCC of the jurisdiction the law of which governs the perfection of the security interest in such Receivables) of any of the foregoing. Such property described in the preceding sentence, and the security interest granted to the Trustee pursuant to Section 13.06 hereof, together with any other property identified as “Series Trust Assets” in the Supplement, shall constitute the “Trust Assets”. It is expressly agreed that, anything herein contained to the contrary notwithstanding, the Issuer shall remain liable under any instrument or documents included in the Trust Assets to perform all of the obligations assumed by it hereunder, all in accordance with and pursuant to the terms and provisions thereof and, except as otherwise expressly provided in this Indenture, all the Trustee shall not have any obligations or liabilities under such instruments or documents by reason of the right, title and interest or arising out of the Issuer in and to the Loan Agreement (except for the Unassigned Issuer’s Rights as defined in the Loan Agreement), and all the Revenues of the Issuer, and amounts on deposit in the Construction Fund and Debt Service Fund as hereinafter in this Indenture provided (collectively, the “Trust Estate”); provided, however, that nothing in the Bonds or in this Indenture shall be construed as pledging the faith or credit or taxing power of the Commonwealth, the County of York or any other political subdivision of the CommonwealthIndenture, nor shall this Indenture or the Bonds constitute a general obligation of the Issuer, or a debt of the Commonwealth, the County of York or any political subdivision thereof; TO HAVE AND TO HOLD the same unto the Trustee and its successors be required or obligated in trust forever; IN TRUST NEVERTHELESSany manner to perform or fulfill any obligations of Issuer under or pursuant to such instruments or documents or to may any payment, upon to make any inquiry as to the terms and trusts herein set forth for the benefit and security of those who shall hold nature or own the Bonds issued hereunder, or any of them, without preference sufficiency of any payment received by it, to present or file any claim or to take any action to collect or enforce the payment of said Bonds over any others thereof by reason of priority in the amounts which may have been assigned to it or to which it may be entitled at any time of the issue or negotiation thereof or by reason of the date or maturity thereof, or for any other reason whatsoever, except as otherwise provided herein; times. AND IT IS HEREBY COVENANTED, declared and agreed DECLARED AND AGREED by and between the parties hereto, hereto that all such Bonds Series 2010-1 Notes are to be issued, authenticated as required by this Indenture, countersigned and delivered and that all property subject or to become subject hereto, including of the Revenues, is Trust Assets are to be held and applied upon and applied, subject to the further covenants, conditions, releases, uses and trusts hereinafter set forth; , and the IssuerIssuer and the Master Servicer, in each case, for itself and its successors, does hereby covenant and agree to and with the Trustee and its each of the foregoing’s respective successors in said trust, for the benefit of those who shall hold all of the BondsSeries 2010-1 Notes, or any of them, as follows:

NOW, THEREFORE, THIS INDENTURE WITNESSETH. That the Issuer Arizona Public Service Company, in consideration of the premises, premises and of the acceptance One Dollar to it duly paid by the Trustee at or before the ensealing and delivery of the trusts hereby created, of the mutual covenants herein contained and of the purchase and acceptance of the Bonds by the Owners thereof, and for other valuable considerationthese presents, the receipt of which whereof is hereby acknowledged, and in further evidence of assurance of the estate, title and rights of the Trustee and in order further to secure the payment of both the principal of, of and interest and premium, if any, and interest on the Bonds bonds from time to time heretofore, herewith or hereafter issued under the Mortgage, according to their tenor and effect, and the performance and observance by the Issuer of all the covenants provisions of the Mortgage (including any instruments supplemental thereto and conditions herein any modifications made as in the Mortgage provided) and therein contained (a) has executed and delivered this Indenture and (b) has agreed to sellof said bonds, assignhereby grants, transferbargains, set sells, releases, conveys, assigns, transfers, mortgages, pledges, sets over and pledgeconfirms (subject, however, to Excepted Encumbrances as defined in Section 6 of the Mortgage and to the liens permitted by these presents does hereby sell, assign, transfer, set over and pledge Section 36 of the Mortgage) unto Manufacturers and Traders Trust Company, Harrisburg, PennsylvaniaThe Bank of New York, as TrusteeTrustee under the Mortgage, and to its successor or successors in trust said trust, and to said Trustee and its successors and assigns forever, all the properties of the Company described in the Mortgage, as heretofore supplemented and amended (except any properties which have been released from the Lien of the Mortgage), and all the properties specifically described in Article V hereof. Also all other property, real, personal and mixed, of the kind or nature specifically mentioned in Article V hereof or of any other kind or nature (except any herein or in the Mortgage, as heretofore supplemented and amended, expressly excepted and except any which may not lawfully be mortgaged or pledged hereunder), now owned or, subject to the extent provided provisions of subsection (I) of Section 87 of the Mortgage, hereafter acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing or of any general description contained in this Fifty-seventh Supplemental Indenture) all lands, power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, dams, dam sites, aqueducts, and all other rights or means for appropriating, conveying, storing and supplying water; all rights of way and roads; all plants for the generation of electricity by steam, water and/or other power; all power houses, gas plants, street lighting systems, standards and other equipment incidental thereto, telephone, radio and television systems, air-conditioning systems and equipment incidental thereto, water works, water systems, steam heat and hot water plants, substations, lines, service and supply systems, bridges, culverts, tracks, ice or refrigeration plants and equipment, offices, buildings and other structures and equipment thereof; all machinery, engines, boilers, dynamos, electric, gas and other machines, regulators, meters, transformers, generators, motors, electrical, gas and mechanical appliances, conduits, cables, water, steam heat, gas or other pipes, gas mains and pipes, service pipes, fittings, valves and connections, pole and transmission lines, wires, cables, tools, implements, apparatus, furniture and chattels; all franchises, consents or permits; all lines for the transmission and distribution of electric current, gas, steam heat or water for any purpose including towers, poles, wires, cables, pipes, conduits, ducts and all apparatus for use in connection therewith; all real estate, lands, easements, servitudes, licenses, permits, franchises, privileges, rights of way and other rights in or relating to public or private property, real or personal, or the occupancy of such property and (except as herein or in the Mortgage, as heretofore supplemented and amended, expressly excepted) all the right, title and interest the Company may now have or hereafter acquire in and to any and all property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore or in the Mortgage, as heretofore supplemented and amended, described. TOGETHER WITH all and singular the tenements, hereditaments, prescriptions, servitudes and appurtenances belonging or in anywise appertaining to the aforementioned property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 57 of the Issuer Mortgage) the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title, interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the Loan Agreement (except for the Unassigned Issuer’s Rights as defined in the Loan Agreement), aforementioned property and all the Revenues of the Issuer, franchises and amounts on deposit in the Construction Fund every part and Debt Service Fund as hereinafter in this Indenture provided (collectively, the “Trust Estate”); provided, however, that nothing in the Bonds or in this Indenture shall be construed as pledging the faith or credit or taxing power of the Commonwealth, the County of York or any other political subdivision of the Commonwealth, nor shall this Indenture or the Bonds constitute a general obligation of the Issuer, or a debt of the Commonwealth, the County of York or any political subdivision parcel thereof; TO HAVE AND TO HOLD the same unto the Trustee and its successors in trust forever; IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth for the benefit and security of those who shall hold or own the Bonds issued hereunder, or any of them, without preference of any of said Bonds over any others thereof by reason of priority in the time of the issue or negotiation thereof or by reason of the date or maturity thereof, or for any other reason whatsoever, except as otherwise provided herein; . IT IS HEREBY COVENANTEDAGREED by the Company that, declared and agreed by and between the parties hereto, that all such Bonds are to be issued, authenticated as required by this Indenture, and delivered and that all property subject or to become subject hereto, including the Revenues, is to be held and applied upon and subject to the further covenantsprovisions of subsection (I) of Section 87 of the Mortgage and to the extent permitted by law, conditionsall the property, uses rights and trusts hereinafter set forth; franchises acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) after the date hereof, except any herein or in the Mortgage, as heretofore supplemented and amended, expressly excepted, shall be and are as fully granted and conveyed hereby and as fully embraced within the lien hereof and the Issuer, for itself and its successors, does hereby covenant and agree to and with the Trustee and its successors in trust, for the benefit of those who shall hold all Lien of the BondsMortgage as if such property, or any of them, as follows:rights and franchises were now owned by the Company and were specifically described herein and conveyed hereby.

NOW, THEREFORE, THIS INDENTURE WITNESSETH. That the Issuer For and in consideration of the premises, premises and the purchase of the Notes by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of Notes, that the Notes and the Trustee's certificate of authentication shall be in substantially the following form: [FORM OF FACE OF NOTE] THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES FOR THE BENEFIT OF THE ISSUER THAT THIS NOTE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED PRIOR TO THE THIRD ANNIVERSARY OF THE LATER OF THE ISSUANCE HEREOF (OR ANY PREDECESSOR NOTE HERETO) OR THE SALE HEREOF (OR ANY PREDECESSOR NOTE HERETO) BY THE ISSUER OR ANY AFFILIATE OF THE ISSUER, ONLY (1) TO THE ISSUER, (2) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER OVER WHICH IT EXERCISES SOLE INVESTMENT DISCRETION THAT IS AWARE THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (3) PURSUANT TO ANY EXEMPTION FROM REGISTRATION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (4) TO AN INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT WHICH DELIVERS A CERTIFICATE IN THE FORM OF EXHIBIT A TO THE INDENTURE TO THE TRUSTEE UNDER THE INDENTURE DATED AS OF MARCH 15, 1992, BETWEEN THE ISSUER AND MORGXX XXXRANTY TRUST COMPANY OF NEW YORK, AS TRUSTEE. CUSIP #220000XX0 Xx. ____ $_______________ CORPORATE PROPERTY INVESTORS 9% NOTES DUE 2002 CORPORATE PROPERTY INVESTORS, an unincorporated business trust organized and existing under the laws of the Commonwealth of Massachusetts (hereinafter called the "Issuer", which term includes any successor entity under the Indenture hereinafter referred to), for value received, hereby promises to pay to or registered assigns, upon surrender hereof the principal sum of United States Dollars ($ ) on March 15, 2002 and to pay interest thereon, semiannually in arrears, on each March 15 and September 15 (an "Interest Payment Date") in each year, commencing in 1992, at 9% per annum, from the most recent Interest Payment Date to which interest has been paid or duly provided for, or, if the date hereof is an Interest Payment Date to which interest has been paid or duly provided for, then from the date hereof or, if no interest has been paid or duly provided for, from March 25, 1992, in each case until the principal hereof is paid or payment thereof is duly provided for. Notwithstanding the foregoing, if the date hereof is after March 1 or September 1 in any year and before the following March 15 or September 15 in such years this Note shall bear interest, from such March 15 or September 15, as applicable, provided that if the Issuer shall default in the payment of interest due on such March 15 or September 15, as applicable, then this Note shall bear interest from the next preceding Interest Payment Date to which interest on the Note has been paid or duly provided for, or if no interest has been paid or duly provided for, from March 25, 1992. The interest so payable on any Interest Payment Date will, subject to the provisions contained in the Indenture (as hereinafter defined), be paid to the Person in whose name this Note is registered at the close of business in the City of New York on the fifteenth calendar day next preceding such Interest Payment Date (hereinafter called the "Record Date"). Such payments shall be made in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts. The statements set forth in the legend are an integral part of the terms of this Note and by acceptance hereof each holder of this Note agrees to be subject to and bound by the terms and provisions set forth in such legend. Reference is made to the further provisions set forth on the reverse hereof. Such further provisions shall for all purposes have the same effect as though fully set forth on the face hereof. Unless the certificate of authentication hereon has been executed by the Trustee of the trusts hereby created, of the mutual covenants herein contained and of the purchase and acceptance of the Bonds by the Owners thereofmanual signature of one of its authorized officers, and for other valuable consideration, this Note shall not be entitled to any benefit under the receipt of which is hereby acknowledged, and in order to secure the payment of the principal of, premium, if any, and interest on the Bonds according to their tenor and effect, and the performance and observance by the Issuer of all the covenants and conditions herein and therein contained (a) has executed and delivered this Indenture and (b) has agreed to sell, assign, transfer, set over and pledge, and by these presents does hereby sell, assign, transfer, set over and pledge unto Manufacturers and Traders Trust Company, Harrisburg, Pennsylvania, as Trustee, and to its successors in trust and its assigns forever, to the extent provided in this Indenture, all of the right, title and interest of the Issuer in and to the Loan Agreement (except for the Unassigned Issuer’s Rights as defined in the Loan Agreement), and all the Revenues of the Issuer, and amounts on deposit in the Construction Fund and Debt Service Fund as hereinafter in this Indenture provided (collectively, the “Trust Estate”); provided, however, that nothing in the Bonds or in this Indenture shall be construed as pledging the faith or credit or taxing power of the Commonwealth, the County of York or any other political subdivision of the Commonwealth, nor shall this Indenture or the Bonds constitute a general obligation of the Issuer, be valid or a debt of the Commonwealth, the County of York or any political subdivision thereof; TO HAVE AND TO HOLD the same unto the Trustee and its successors in trust forever; IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth for the benefit and security of those who shall hold or own the Bonds issued hereunder, or any of them, without preference of any of said Bonds over any others thereof by reason of priority in the time of the issue or negotiation thereof or by reason of the date or maturity thereof, or obligatory for any other reason whatsoever, except as otherwise provided herein; IT IS HEREBY COVENANTED, declared and agreed by and between the parties hereto, that all such Bonds are to be issued, authenticated as required by this Indenture, and delivered and that all property subject or to become subject hereto, including the Revenues, is to be held and applied upon and subject to the further covenants, conditions, uses and trusts hereinafter set forth; and the Issuer, for itself and its successors, does hereby covenant and agree to and with the Trustee and its successors in trust, for the benefit of those who shall hold all of the Bonds, or any of them, as follows:purpose.

NOW, THEREFORE, THIS INDENTURE WITNESSETH. That the Issuer Arizona Public Service Company, in consideration of the premises, premises and of the acceptance One Dollar to it duly paid by the Trustee at or before the ensealing and delivery of the trusts hereby created, of the mutual covenants herein contained and of the purchase and acceptance of the Bonds by the Owners thereof, and for other valuable considerationthese presents, the receipt of which whereof is hereby acknowledged, and in further evidence of assurance of the estate, title and rights of the Trustee and in order further to secure the payment of both the principal of, of and interest and premium, if any, and interest on the Bonds bonds from time to time heretofore, herewith or hereafter issued under the Mortgage, according to their tenor and effect, and the performance and observance by the Issuer of all the covenants provisions of the Mortgage (including any instruments supplemental thereto and conditions herein any modifications made as in the Mortgage provided) and therein contained (a) has executed and delivered this Indenture and (b) has agreed to sellof said bonds, assignhereby grants, transferbargains, set sells, releases, conveys, assigns, transfers, mortgages, pledges, sets over and pledgeconfirms (subject, however, to Excepted Encumbrances as defined in Section 6 of the Mortgage and to the liens permitted by these presents does hereby sell, assign, transfer, set over and pledge Section 36 of the Mortgage) unto Manufacturers and Traders Trust Company, Harrisburg, PennsylvaniaThe Bank of New York, as TrusteeTrustee under the Mortgage, and to its successor or successors in trust said trust, and to said Trustee and its successors and assigns forever, all the properties of the Company described in the Mortgage, as heretofore supplemented and amended (except any properties which have been released from the Lien of the Mortgage), and all the properties specifically described in Article V hereof. Also all other property, real, personal and mixed, of the kind or nature specifically mentioned in Article V hereof or of any other kind or nature (except any herein or in the Mortgage, as heretofore supplemented and amended, expressly excepted and except any which may not lawfully be mortgaged or pledged hereunder), now owned or, subject to the extent provided provisions of subsection (I) of Section 87 of the Mortgage, hereafter acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing or of any general description contained in this Fifty-sixth Supplemental Indenture) all lands, power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, dams, dam sites, aqueducts, and all other rights or means for appropriating, conveying, storing and supplying water; all rights of way and roads; all plants for the generation of electricity by steam, water and/or other power; all power houses, gas plants, street lighting systems, standards and other equipment incidental thereto, telephone, radio and television systems, air-conditioning systems and equipment incidental thereto, water works, water systems, steam heat and hot water plants, substations, lines, service and supply systems, bridges, culverts, tracks, ice or refrigeration plants and equipment, offices, buildings and other structures and equipment thereof; all machinery, engines, boilers, dynamos, electric, gas and other machines, regulators, meters, transformers, generators, motors, electrical, gas and mechanical appliances, conduits, cables, water, steam heat, gas or other pipes, gas mains and pipes, service pipes, fittings, valves and connections, pole and transmission lines, wires, cables, tools, implements, apparatus, furniture and chattels; all franchises, consents or permits; all lines for the transmission and distribution of electric current, gas, steam heat or water for any purpose including towers, poles, wires, cables, pipes, conduits, ducts and all apparatus for use in connection therewith; all real estate, lands, easements, servitudes, licenses, permits, franchises, privileges, rights of way and other rights in or relating to public or private property, real or personal, or the occupancy of such property and (except as herein or in the Mortgage, as heretofore supplemented and amended, expressly excepted) all the right, title and interest the Company may now have or hereafter acquire in and to any and all property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore or in the Mortgage, as heretofore supplemented and amended, described. TOGETHER WITH all and singular the tenements, hereditaments, prescriptions, servitudes and appurtenances belonging or in anywise appertaining to the aforementioned property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 57 of the Issuer Mortgage) the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title, interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the Loan Agreement (except for the Unassigned Issuer’s Rights as defined in the Loan Agreement), aforementioned property and all the Revenues of the Issuer, franchises and amounts on deposit in the Construction Fund every part and Debt Service Fund as hereinafter in this Indenture provided (collectively, the “Trust Estate”); provided, however, that nothing in the Bonds or in this Indenture shall be construed as pledging the faith or credit or taxing power of the Commonwealth, the County of York or any other political subdivision of the Commonwealth, nor shall this Indenture or the Bonds constitute a general obligation of the Issuer, or a debt of the Commonwealth, the County of York or any political subdivision parcel thereof; TO HAVE AND TO HOLD the same unto the Trustee and its successors in trust forever; IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth for the benefit and security of those who shall hold or own the Bonds issued hereunder, or any of them, without preference of any of said Bonds over any others thereof by reason of priority in the time of the issue or negotiation thereof or by reason of the date or maturity thereof, or for any other reason whatsoever, except as otherwise provided herein; . IT IS HEREBY COVENANTEDAGREED by the Company that, declared and agreed by and between the parties hereto, that all such Bonds are to be issued, authenticated as required by this Indenture, and delivered and that all property subject or to become subject hereto, including the Revenues, is to be held and applied upon and subject to the further covenantsprovisions of subsection (I) of Section 87 of the Mortgage and to the extent permitted by law, conditionsall the property, uses rights and trusts hereinafter set forth; franchises acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) after the date hereof, except any herein or in the Mortgage, as heretofore supplemented and amended, expressly excepted, shall be and are as fully granted and conveyed hereby and as fully embraced within the lien hereof and the Issuer, for itself and its successors, does hereby covenant and agree to and with the Trustee and its successors in trust, for the benefit of those who shall hold all Lien of the BondsMortgage as if such property, or any of them, as follows:rights and franchises were now owned by the Company and were specifically described herein and conveyed hereby.