Creation 4. Immediately prior to the sale, transfer, assignment and conveyance of a Receivable by the Seller to the Issuer, the Seller owned and had good and marketable title to such Receivable free and clear of any Lien and immediately after the sale, transfer, assignment and conveyance of such Receivable to the Issuer, the Issuer will have good and marketable title to such Receivable free and clear of any Lien.
Establishment There is hereby established a new series of Senior Notes to be issued under the Indenture, to be designated as the Company’s Series 2012B 2.85% Senior Notes due May 15, 2022 (the “Series 2012B Notes”). There are to be authenticated and delivered $400,000,000 principal amount of Series 2012B Notes, and such principal amount of the Series 2012B Notes may be increased from time to time pursuant to Section 301 of the Original Indenture. All Series 2012B Notes need not be issued at the same time and such series may be reopened at any time, without the consent of any Holder, for issuances of additional Series 2012B Notes. Any such additional Series 2012B Notes will have the same interest rate, maturity and other terms as those initially issued. No Series 2012B Notes shall be authenticated and delivered in excess of the principal amount as so increased except as provided by Sections 203, 303, 304, 907 or 1107 of the Original Indenture. The Series 2012B Notes shall be issued in fully registered form. The Series 2012B Notes shall be issued in the form of one or more Global Securities in substantially the form set out in Exhibit A hereto. The Depositary with respect to the Series 2012B Notes shall be The Depository Trust Company. The form of the Trustee’s Certificate of Authentication for the Series 2012B Notes shall be in substantially the form set forth in Exhibit B hereto. Each Series 2012B Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for. The Series 2012B Notes will not have a sinking fund.