Common use of Authentication and Delivery of Notes Clause in Contracts

Authentication and Delivery of Notes. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver certificated Notes or global Notes, without interest coupons ("Global Notes") of any series executed by the Company to the Trustee for authentication by the Trustee together with an Issuance Order for the authentication and delivery of such Notes, and the Trustee shall authenticate and deliver such Notes in accordance with such Issuance Order. A Company Order may specify that written instructions to the Trustee as to the authentication and delivery of Notes may be given on behalf of the Company by any person designated in such Company Order, and the Trustee may conclusively rely on any such instructions as if given by the Company until such authorization is expressly revoked by a subsequent Company Order. The Company Order may specify such other procedures as shall be acceptable to the Trustee for the authentication and delivery from time to time of Notes of a series that are not to be originally issued at one time (a "Periodic Offering"). If the form or terms of the Notes of the series, or Tranche within the series, have been established by or pursuant to one or more Board Resolutions or Issuance Orders as permitted by Sections 2.01 and 2.02, in authenticating such Notes, and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating: (1) that such form has been established in conformity with the provisions of this Indenture; (2) that such terms have been, or in the case of Notes of a series offered in a Periodic Offering, will be, established in conformity with the provisions of this Indenture, subject, in the case of Notes of a series offered in a Periodic Offering, to any conditions specified in such Opinion of Counsel; and (3) that such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Notes if the issue of such Notes pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the terms of such Notes are not administratively acceptable to the Trustee. Notwithstanding any contrary provisions of Section 2.01 or 2.02 or this Section 2.06, if all Notes of a series are not to be originally issued at one time, it shall not be necessary to deliver the Opinion of Counsel otherwise required upon the authentication of each Note of such series if such Opinion of Counsel is delivered at or prior to the authentication upon original issuance of the first Note of such series to be issued. With respect to Notes of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Notes, the form and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.01 and 2.02 and this Section, as applicable, in connection with the first authentication of Notes of such series. Each Note shall be dated the date of its authentication. Subject to the provisions of Section 2.03, all Book-Entry Notes of the same series and Tranche will be represented by one or more Global Notes, which shall be substantially in the form of Exhibit A hereto. Each Global Note will be dated and issued as of the date of its authentication by the Trustee. Each Global Note will bear an Issue Date, which will be (i) with respect to an original Global Note (or any portion thereof), its original issuance date (which will be the Settlement Date for the Book-Entry Notes represented by such Global Note) and (ii) with respect to any Global Note (or portion thereof) issued subsequently upon exchange of a Global Note or in lieu of a destroyed, lost or stolen Global Note, the most recent Interest Payment Date to which interest has been paid or duly provided for on the predecessor Global Note or Notes (or if no such payment or provision has been made, the original issuance date of the predecessor Global Note or Notes), regardless of the date of authentication of such subsequently issued Global Note. No Global Note shall represent any Note in certificated form. Each Global Note, subject to the provisions of Section 2.03, (i) shall represent and shall be denominated in an authorized aggregate amount equal to the aggregate principal amount of the Book-Entry Notes outstanding of such series and Tranche represented thereby, (ii) shall be registered in the name of the Depositary for such Notes in global form or the nominee of such Depositary, (iii) shall be delivered to such Depositary or pursuant to such Depositary's instruction and (iv) if the Depositary is The Depository Trust Company, shall bear a legend substantially to the following effect: Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of DTC and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. Each Depositary designated for a Global Note must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation. At all reasonable times, Global Notes will be made available by the Depositary or its custodian for inspection by the Company.

Authentication and Delivery of Notes. (a) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver certificated one or more Notes or global Notes, without interest coupons ("Global Notes") of any series executed by the Company to the Trustee for authentication by the Trustee together with an Issuance Order for the authentication and delivery of such Notesapplicable documents referred to below in this Section 2.4, and the Trustee shall thereafter authenticate and deliver such Notes in accordance with such Issuance Order. A Company Order may specify that written instructions to or upon the Trustee as to the authentication and delivery of Notes may be given on behalf order of the Company by any person designated (contained in such Company Order, and the Trustee may conclusively rely on any such instructions as if given by the Company until Order referred to below in this Section 2.4) or pursuant to such authorization is expressly revoked by a subsequent Company Order. The Company Order may specify such other procedures as shall may be acceptable to the Trustee for the authentication and delivery specified from time to time of Notes of by a series that are not Company Order. Such Company Order may be transmitted via facsimile (with the original to be originally issued at one time (a "Periodic Offering"). If delivered by mail) and may provide written instructions or provide for further instructions from the Company as to the form or and terms of the Notes of the series, or Tranche within the series, have been established by or pursuant to one or more Board Resolutions or Issuance Orders as permitted by Sections 2.01 and 2.02, in such Notes. In authenticating such Notes, Notes and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall be entitled to receive, receive and (subject to Section 7.01) shall be fully protected in relying upon: (i) a Company Order requesting such authentication setting forth instructions as to delivery (if the Notes are not to be delivered to the Company) and completion of any terms not set forth in such Notes as executed by the Company or setting forth procedures as to such completion and delivery; (ii) any resolutions of the Board of Directors and an Officers’ Certificate, or, if applicable, in lieu of such resolutions and Officers’ Certificate, an executed supplemental indenture referred to in Sections 2.1 and 2.3 by or pursuant to which the forms and terms of such Notes were established; (iii) to the extent the forms and terms of such Notes are determined pursuant to (and are not set forth in) resolutions of the Board of Directors or supplemental indentures pursuant to Sections 2.1 and 2.3, an Officers’ Certificate, prepared in accordance with Section 12.5, either setting forth the form or forms and terms of the Notes; and (iv) an Opinion of Counsel stating: Counsel, prepared in accordance with Section 12.5, which shall state (1a) that the form or forms and terms of such form has Notes have been or will, when established in compliance with procedures therein described, be duly authorized and established in conformity with the provisions of this Indenture; ; and (2) that such terms have been, or in the case of Notes of a series offered in a Periodic Offering, will be, established in conformity with the provisions of this Indenture, subject, in the case of Notes of a series offered in a Periodic Offering, to any conditions specified in such Opinion of Counsel; and (3b) that such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable against the Company enforceable in accordance with their terms, and subject to bankruptcysuch matters as counsel may therein specify. (b) The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section 2.4 if the Trustee, insolvency(x) being advised by counsel, fraudulent transferand after having consulted with counsel to the Company, reorganizationdetermines that such action may not lawfully be taken, moratorium and similar laws (y) acting in good faith through its board of general applicability relating to directors or affecting creditors' rights and to general equity principles. If board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such form or terms have been so established, action would expose the Trustee shall not be required to authenticate personal liability to existing Holders or (z) determines that such Notes if the issue of such Notes pursuant to this Indenture action will affect the Trustee's own its rights, duties duties, obligations or immunities under the Notes and this Indenture or otherwise hereunder in a manner which is not reasonably acceptable to the Trustee or if the terms of such Notes are not administratively acceptable to the Trustee. Notwithstanding any contrary provisions of Section 2.01 or 2.02 or this Section 2.06, if all Notes of a series are not to be originally issued at one time, it shall not be necessary to deliver the Opinion of Counsel otherwise required upon the authentication of each Note of such series if such Opinion of Counsel is delivered at or prior to the authentication upon original issuance of the first Note of such series to be issued. With respect to Notes of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Notes, the form and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.01 and 2.02 and this Section, as applicable, in connection with the first authentication of Notes of such series. Each Note shall be dated the date of its authentication. Subject to the provisions of Section 2.03, all Book-Entry Notes of the same series and Tranche will be represented by one or more Global Notes, which shall be substantially in the form of Exhibit A hereto. Each Global Note will be dated and issued as of the date of its authentication by the Trustee. Each Global Note will bear an Issue Date, which will be (i) with respect to an original Global Note (or any portion thereof), its original issuance date (which will be the Settlement Date for the Book-Entry Notes represented by such Global Note) and (ii) with respect to any Global Note (or portion thereof) issued subsequently upon exchange of a Global Note or in lieu of a destroyed, lost or stolen Global Note, the most recent Interest Payment Date to which interest has been paid or duly provided for on the predecessor Global Note or Notes (or if no such payment or provision has been made, the original issuance date of the predecessor Global Note or Notes), regardless of the date of authentication of such subsequently issued Global Note. No Global Note shall represent any Note in certificated form. Each Global Note, subject to the provisions of Section 2.03, (i) shall represent and shall be denominated in an authorized aggregate amount equal to the aggregate principal amount of the Book-Entry Notes outstanding of such series and Tranche represented thereby, (ii) shall be registered in the name of the Depositary for such Notes in global form or the nominee of such Depositary, (iii) shall be delivered to such Depositary or pursuant to such Depositary's instruction and (iv) if the Depositary is The Depository Trust Company, shall bear a legend substantially to the following effect: Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of DTC and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. Each Depositary designated for a Global Note must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation. At all reasonable times, Global Notes will be made available by the Depositary or its custodian for inspection by the Companyit.

Authentication and Delivery of Notes. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver certificated Notes or global Notes, without interest coupons ("Global Notes") of any series Series, together with any coupons appertaining thereto, executed by the Company pursuant to Section 2.7, to the Trustee for authentication by the Trustee together with an Issuance Order for the authentication and delivery of such Notesapplicable documents referred to below in this Section 2.6, and the Trustee shall thereafter authenticate and deliver such Notes to or upon the order of the Company (specified in accordance with such Issuance Order. A the Company Order may specify that written instructions referred to below in this Section 2.6) or pursuant to such procedures acceptable to the Trustee as to the authentication and delivery of Notes may be given on behalf of the Company by any person designated in such Company Order, and the Trustee may conclusively rely on any such instructions as if given by the Company until such authorization is expressly revoked specified from time to time by a subsequent Company Order. The Company Order (and any related Officers’ Certificate and/or Opinion of Counsel) to be delivered by the Company may specify such other procedures be transmitted via facsimile (with the original to be subsequently delivered by mail) and may provide instructions or provide for further instructions from the Company, as shall be acceptable to the Trustee for the authentication form and delivery from time to time of Notes of a series that are not to be originally issued at one time (a "Periodic Offering"). If the form or terms of the Notes of the series, or Tranche within the series, have been established by or pursuant to one or more Board Resolutions or Issuance Orders as permitted by Sections 2.01 and 2.02, in such Notes. In authenticating such Notes, Notes and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall be entitled to receive, receive and (subject to Section 7.01TIA Sections 315(a) through 315(d)) shall be fully protected in relying upon, an Opinion of Counsel stating: (1) that a Company Order requesting such authentication setting forth instructions as to delivery (if the Notes are not to be delivered to the Company) and completion of any terms not set forth in such Notes as executed by the Company or setting forth procedures acceptable to the Trustee as to such completion and delivery; (2) any Board Resolution or resolution of any two Authorized Officers or executed supplemental indenture referred to in Sections 2.1 and 2.5 by or pursuant to which the forms and terms of such Notes were established; (3) to the extent the forms and terms of such Notes are determined pursuant to (and are not set forth in) a Board Resolution or supplemental indenture pursuant to Sections 2.1 and 2.5, an Officers’ Certificate, prepared in accordance with Section 11.5, either setting forth the form or forms and terms of the Notes and related coupons, if any, and describing the actions taken to establish such form has or forms and terms or showing the authority to establish such form or forms and terms by Company Order or procedures specified therein; and (4) an Opinion of Counsel or Opinions of Counsel, prepared in accordance with Section 11.5, which shall state (a) that the form or forms and terms of such Notes and related coupons, if any, have been or will, when established in compliance with procedures therein described, be duly authorized and established in conformity with the provisions of this Indenture; ; and (2) that such terms have been, or in the case of Notes of a series offered in a Periodic Offering, will be, established in conformity with the provisions of this Indenture, subject, in the case of Notes of a series offered in a Periodic Offering, to any conditions specified in such Opinion of Counsel; and (3b) that such Notes, together with any coupons appertaining thereto, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and legally binding obligations of the Company, enforceable against the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Notes if the issue of such Notes pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the terms of such Notes are not administratively acceptable to the Trusteematters as counsel may therein specify. Notwithstanding any contrary the provisions of Section 2.01 or 2.02 or 2.1 and of this Section 2.062.6, if not all the Notes of a series any Series are not to be originally issued at one time, it shall not be necessary to deliver the Officers’ Certificate otherwise required pursuant to (3) above or the Company Order and Opinion of Counsel otherwise required upon pursuant to this Section 2.6 prior to or at the authentication time of issuance of each Note of Note, but such series if such Opinion of Counsel is documents shall be delivered at or prior to or at the authentication upon original time of issuance of the first Note of such series Series. The Trustee shall have the right to be issued. With respect decline to authenticate and deliver any Notes of a series offered in a Periodic Offeringunder this Section if the Trustee, the Trustee may rely(x) being advised by counsel, as and after having consulted with counsel to the authorization by the Company of any of such Notes, the form and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.01 and 2.02 and this Section, as applicable, in connection with the first authentication of Notes of such series. Each Note shall be dated the date of its authentication. Subject to the provisions of Section 2.03, all Book-Entry Notes of the same series and Tranche will be represented by one or more Global Notes, which shall be substantially in the form of Exhibit A hereto. Each Global Note will be dated and issued as of the date of its authentication by the Trustee. Each Global Note will bear an Issue Date, which will be (i) with respect to an original Global Note (or any portion thereof), its original issuance date (which will be the Settlement Date for the Book-Entry Notes represented by such Global Note) and (ii) with respect to any Global Note (or portion thereof) issued subsequently upon exchange of a Global Note or in lieu of a destroyed, lost or stolen Global Note, the most recent Interest Payment Date to which interest has been paid or duly provided for on the predecessor Global Note or Notes (or if no such payment or provision has been made, the original issuance date of the predecessor Global Note or Notes), regardless of the date of authentication of such subsequently issued Global Note. No Global Note shall represent any Note in certificated form. Each Global Note, subject to the provisions of Section 2.03, (i) shall represent and shall be denominated in an authorized aggregate amount equal to the aggregate principal amount of the Book-Entry Notes outstanding of such series and Tranche represented thereby, (ii) shall be registered in the name of the Depositary for such Notes in global form or the nominee of such Depositary, (iii) shall be delivered to such Depositary or pursuant to such Depositary's instruction and (iv) if the Depositary is The Depository Trust Company, shall bear a legend substantially to the following effect: Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or determines that such other name as requested by an authorized representative of DTC and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. Each Depositary designated for a Global Note must, at the time of its designation and at all times while it serves as Depositary, action may not lawfully be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation. At all reasonable times, Global Notes will be made available by the Depositary or its custodian for inspection taken by the Company, (y) acting in good faith through its Board of Directors or a committee of its directors or a Responsible Officer shall determine that such action would expose the Trustee to personal liability to existing Holders or (z) determines that such action will affect its rights, duties, obligations or immunities hereunder in a manner not reasonably acceptable to it.

Authentication and Delivery of Notes. At any time and from time to time after the execution and delivery of this Indenture, the Company Issuer may deliver certificated Notes or global Notes, without interest coupons ("Global Notes") of any series Series, together with any coupon appertaining thereto, executed by the Company Issuer pursuant to Section 2.6., to the Trustee for authentication by the Trustee together with an Issuance Order for the authentication and delivery of such Notesapplicable documents referred to below in this Section 2.5., and the Trustee shall thereafter authenticate and deliver such Notes to or upon the order of the Issuer (specified in accordance with the Issuer Order referred to below in this Section 2.5.) or pursuant to such Issuance Order. A Company Order may specify that written instructions procedures acceptable to the Trustee as to the authentication and delivery of Notes may be given on behalf of the Company by any person designated in such Company Order, and the Trustee may conclusively rely on any such instructions as if given by the Company until such authorization is expressly revoked by a subsequent Company Order. The Company Order may specify such other procedures as shall be acceptable to the Trustee for the authentication and delivery specified from time to time of Notes of a series that are not by an Issuer Order. The Issuer Order to be originally issued at one time delivered by the Issuer may be transmitted via facsimile (a "Periodic Offering"). If with the original to be subsequently delivered by mail) and may provide instructions or provide for further instructions from the Issuer, as to the form or and terms of the Notes of the series, or Tranche within the series, have been established by or pursuant to one or more Board Resolutions or Issuance Orders as permitted by Sections 2.01 and 2.02, in such Notes. In authenticating such Notes, Notes and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall be entitled to receive, receive and (subject to Section 7.01TIA Sections 315(a) through 315(d)) shall be fully protected in relying upon, an Opinion of Counsel stating: (1) that an Issuer Order requesting such authentication setting forth instructions as to delivery (if the Notes are not to be delivered to the Issuer) and completion of any terms not set forth in such Notes as executed by the Issuer or setting forth procedures acceptable to the Trustee as to such completion and delivery; (2) any resolutions of the Board of Directors or executed supplemental indenture referred to in Sections 2.1. and 2.4. by or pursuant to which the forms and terms of such Notes were established; (3) to the extent the forms and terms of such Notes are determined pursuant to (and are not set forth in) resolutions of the Board of Directors or supplemental indentures pursuant to Sections 2.1. and 2.4. and Officers' Certificate either setting forth the form or forms and terms of the Notes and related coupons, if any, and describing the actions taken to establish such form has or forms and terms or showing the authority to establish such form or forms and terms by Issuer Order or procedures specified therein; and (4) an Opinion of Counsel, prepared in accordance with Section 11.5., which shall state (a) that the form or forms and terms of such Notes and related coupons, if any, have been or will, when established in compliance with procedures therein described, be duly authorized and established in conformity with the provisions of this Indenture; ; and (2) that such terms have been, or in the case of Notes of a series offered in a Periodic Offering, will be, established in conformity with the provisions of this Indenture, subject, in the case of Notes of a series offered in a Periodic Offering, to any conditions specified in such Opinion of Counsel; and (3b) that such Notes, together with any coupons appertaining thereto, when authenticated and delivered by the Trustee and issued by the Company Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and legally binding obligations of the Company Issuer, enforceable against the Issuer in accordance with their terms, and subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Notes if the issue of such Notes pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the terms of such Notes are not administratively acceptable to the Trusteematters as counsel may therein specify. Notwithstanding any contrary the provisions of Section 2.01 or 2.02 or 2.1. and of this Section 2.062.5., if not all the Notes of a series any Series are not to be originally issued at one time, it shall not be necessary to deliver the Officers' Certificate otherwise required pursuant to (3) above or the Issuer Order and Opinion of Counsel otherwise required upon pursuant to this Section 2.5. prior to or at the authentication time of issuance of each Note of Note, but such series if such Opinion of Counsel is documents shall be delivered at or prior to or at the authentication upon original time of issuance of the first Note of such series Series. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section if the Trustee, (x) being advised by counsel, and after having consulted with counsel to the Issuer, determines that such action may not lawfully be issued. With respect taken by the Issuer, (y) acting in good faith through its Board of Directors or a committee of its directors or a Responsible Officer shall determine that such action would expose the Trustee to Notes of a series offered personal liability to existing Holders or (z) determines that such action will affect its rights, duties, obligations or immunities hereunder in a Periodic Offering, the Trustee may rely, as manner not reasonably acceptable to the authorization by the Company of any of such Notes, the form and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.01 and 2.02 and this Section, as applicable, in connection with the first authentication of Notes of such series. Each Note shall be dated the date of its authentication. Subject to the provisions of Section 2.03, all Book-Entry Notes of the same series and Tranche will be represented by one or more Global Notes, which shall be substantially in the form of Exhibit A hereto. Each Global Note will be dated and issued as of the date of its authentication by the Trustee. Each Global Note will bear an Issue Date, which will be (i) with respect to an original Global Note (or any portion thereof), its original issuance date (which will be the Settlement Date for the Book-Entry Notes represented by such Global Note) and (ii) with respect to any Global Note (or portion thereof) issued subsequently upon exchange of a Global Note or in lieu of a destroyed, lost or stolen Global Note, the most recent Interest Payment Date to which interest has been paid or duly provided for on the predecessor Global Note or Notes (or if no such payment or provision has been made, the original issuance date of the predecessor Global Note or Notes), regardless of the date of authentication of such subsequently issued Global Note. No Global Note shall represent any Note in certificated form. Each Global Note, subject to the provisions of Section 2.03, (i) shall represent and shall be denominated in an authorized aggregate amount equal to the aggregate principal amount of the Book-Entry Notes outstanding of such series and Tranche represented thereby, (ii) shall be registered in the name of the Depositary for such Notes in global form or the nominee of such Depositary, (iii) shall be delivered to such Depositary or pursuant to such Depositary's instruction and (iv) if the Depositary is The Depository Trust Company, shall bear a legend substantially to the following effect: Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of DTC and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. Each Depositary designated for a Global Note must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation. At all reasonable times, Global Notes will be made available by the Depositary or its custodian for inspection by the Companyit.

Authentication and Delivery of Notes. (a) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver certificated one or more Notes or global Notes, without interest coupons ("Global Notes") of any series executed by the Company to the Trustee for authentication by the Trustee together with an Issuance Order for the authentication and delivery of such Notesapplicable documents referred to below in this Section, and the Trustee shall thereafter authenticate and deliver such Notes in accordance with such Issuance Order. A Company Order may specify that written instructions to or upon the Trustee as to the authentication and delivery of Notes may be given on behalf order of the Company by any person designated (contained in such Company Order, and the Trustee may conclusively rely on any such instructions as if given by the Company until Order referred to below in this Section 2.4) or pursuant to such authorization is expressly revoked by a subsequent Company Order. The Company Order may specify such other procedures as shall may be acceptable to the Trustee for the authentication and delivery specified from time to time of Notes of by a series that are not Company Order. Such Company Order may be transmitted via facsimile (with the original to be originally issued at one time (a "Periodic Offering"). If delivered by mail) and may provide written instructions or provide for further instructions from the Company as to the form or and terms of the Notes of the series, or Tranche within the series, have been established by or pursuant to one or more Board Resolutions or Issuance Orders as permitted by Sections 2.01 and 2.02, in such Notes. In authenticating such Notes, Notes and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall be entitled to receive, receive and (subject to Section 7.01) shall be fully protected in relying upon: (i) a Company Order requesting such authentication setting forth instructions as to delivery (if the Notes are not to be delivered to the Company) and completion of any terms not set forth in such Notes as executed by the Company or setting forth procedures as to such completion and delivery; (ii) any resolutions of the Board of Directors and an Officers’ Certificate, or, if applicable, in lieu of such resolutions and Officers’ Certificate, an executed supplemental indenture referred to in Sections 2.1 and 2.3 by or pursuant to which the forms and terms of such Notes were established; (iii) to the extent the forms and terms of such Notes are determined pursuant to (and are not set forth in) resolutions of the Board of Directors or supplemental indentures pursuant to Sections 2.1 and 2.3, an Officers’ Certificate, prepared in accordance with Section 12.5, either setting forth the form or forms and terms of the Notes; and (iv) an Opinion of Counsel stating: Counsel, prepared in accordance with Section 12.5, which shall state (1a) that the form or forms and terms of such form has Notes have been or will, when established in compliance with procedures therein described, be duly authorized and established in conformity with the provisions of this Indenture; ; and (2) that such terms have been, or in the case of Notes of a series offered in a Periodic Offering, will be, established in conformity with the provisions of this Indenture, subject, in the case of Notes of a series offered in a Periodic Offering, to any conditions specified in such Opinion of Counsel; and (3b) that such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable against the Company enforceable in accordance with their terms, and subject to bankruptcysuch matters as counsel may therein specify. (b) The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section if the Trustee, insolvency(x) being advised by counsel, fraudulent transferand after having consulted with counsel to the Company, reorganizationdetermines that such action may not lawfully be taken, moratorium and similar laws (y) acting in good faith through its board of general applicability relating to directors or affecting creditors' rights and to general equity principles. If board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such form or terms have been so established, action would expose the Trustee shall not be required to authenticate personal liability to existing Holders or (z) determines that such Notes if the issue of such Notes pursuant to this Indenture action will affect the Trustee's own its rights, duties duties, obligations or immunities under the Notes and this Indenture or otherwise hereunder in a manner which is not reasonably acceptable to the Trustee or if the terms of such Notes are not administratively acceptable to the Trustee. Notwithstanding any contrary provisions of Section 2.01 or 2.02 or this Section 2.06, if all Notes of a series are not to be originally issued at one time, it shall not be necessary to deliver the Opinion of Counsel otherwise required upon the authentication of each Note of such series if such Opinion of Counsel is delivered at or prior to the authentication upon original issuance of the first Note of such series to be issued. With respect to Notes of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Notes, the form and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.01 and 2.02 and this Section, as applicable, in connection with the first authentication of Notes of such series. Each Note shall be dated the date of its authentication. Subject to the provisions of Section 2.03, all Book-Entry Notes of the same series and Tranche will be represented by one or more Global Notes, which shall be substantially in the form of Exhibit A hereto. Each Global Note will be dated and issued as of the date of its authentication by the Trustee. Each Global Note will bear an Issue Date, which will be (i) with respect to an original Global Note (or any portion thereof), its original issuance date (which will be the Settlement Date for the Book-Entry Notes represented by such Global Note) and (ii) with respect to any Global Note (or portion thereof) issued subsequently upon exchange of a Global Note or in lieu of a destroyed, lost or stolen Global Note, the most recent Interest Payment Date to which interest has been paid or duly provided for on the predecessor Global Note or Notes (or if no such payment or provision has been made, the original issuance date of the predecessor Global Note or Notes), regardless of the date of authentication of such subsequently issued Global Note. No Global Note shall represent any Note in certificated form. Each Global Note, subject to the provisions of Section 2.03, (i) shall represent and shall be denominated in an authorized aggregate amount equal to the aggregate principal amount of the Book-Entry Notes outstanding of such series and Tranche represented thereby, (ii) shall be registered in the name of the Depositary for such Notes in global form or the nominee of such Depositary, (iii) shall be delivered to such Depositary or pursuant to such Depositary's instruction and (iv) if the Depositary is The Depository Trust Company, shall bear a legend substantially to the following effect: Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of DTC and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. Each Depositary designated for a Global Note must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation. At all reasonable times, Global Notes will be made available by the Depositary or its custodian for inspection by the Companyit.