Common use of Execution and Authentication Clause in Contracts

Execution and Authentication. The Securities shall be signed on behalf of the Company by its President, or one of its Vice Presidents, or its Treasurer, or one of its Assistant Treasurers, attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been a President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be the President or a Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by its President or any Vice President and its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, 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 that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, 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 any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptions. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentication. The Two Officers shall execute the Securities and one Officer shall be signed on behalf of execute the coupons appertaining thereto for the Company by its President, facsimile or one of its Vice Presidents, or its Treasurer, or one of its Assistant Treasurers, attested by its Secretary or one of its Assistant Secretaries. Signatures may be manual signature in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been a President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated name and delivered or disposed of such Person shall have ceased to be the President or a Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, on behalf of the Company. The seal of the Company, if any, shall be reproduced on the Securities. If an Officer whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The Authenticating Agent may authenticate Securities whenever the Trustee may contain do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such notations, legends or endorsements required by law, stock exchange rule or usageAuthenticating Agent. A Security and the coupons appertaining thereto shall not be valid until authenticated the Trustee or Authenticating Agent manually signs the certificate of authentication on the Security or on the Security to which such coupon appertains by an authorized signatory of the Trustee, or by an Authenticating Agentofficer. Such The signature shall be conclusive evidence and the only evidence that the Security so authenticated or the Security to which the coupon appertains has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of under this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication, authentication together with a the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company for the authentication and delivery of such Securities, signed by its President or any Vice President and its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver such SecuritiesCompany. In authenticating such any Securities and accepting the additional responsibilities under this Indenture in relation to such Securitiesof a series, the Trustee shall be entitled to receivereceive prior to the authentication of any Securities of such series, and (subject to Section 7.01Article 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Sections 2.01 and 2.03 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and (c) an Opinion of Counsel stating substantially to the effect that the form or forms and terms thereof of the Securities of such series have been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been established duly authorized and, if executed and authenticated in conformity accordance with the provisions of this the Indenture and that such Securities, when authenticated delivered to and delivered duly paid for by the Trustee purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute would be valid and legally binding obligations of the Company, enforceable against the Company enforceable in accordance with their respective terms, subject to any Bankruptcy Law or other bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights generally, general principles of equity, and to general equity principles covering such other matters as shall be specified therein and to other customary exceptionsas shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Sections 2.01 and 2.02, if, in connection with a Periodic Offering, all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution otherwise required pursuant to Section 2.01 or the written order, Officers’ Certificate and Opinion of Counsel otherwise required pursuant to Section 2.02 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. With respect to Securities of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Securities, the forms 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, as applicable, in connection with the first authentication of Securities of such series. If the Company shall establish pursuant to Section 2.03 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”

Execution and Authentication. The Securities shall be signed on behalf of the Company by its President, or one of its Vice Presidents, or its Treasurer, or one of its Assistant Treasurers, attested by its Secretary or one of its Assistant SecretariesOfficers. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been a President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary thereofOfficer, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be the President or a Vice President, or the Treasurer, such an Assistant Treasurer, the Secretary or an Assistant Secretary, officer of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by its President or any Vice President and its Secretary or any Assistant Secretaryan Officer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, 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 that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, 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 any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptionsIndenture. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentication. The terms and provisions contained in the Securities annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Securities shall be signed executed on behalf of the Company by its PresidentChairman of the Board of Directors, its Chief Executive Officer, its President or one of its Vice Presidents, its Chief Operating Officer, or its Treasurer, or one Chief Financial Officer. The signature of its Assistant Treasurers, attested by its Secretary or one any of its Assistant Secretaries. Signatures these officers on the Securities may be in manual or facsimile. Securities bearing the form of a manual or facsimile signature. The signatures of individuals who were at any time the proper officers of the Company may use shall bind the facsimile signature of any Person who shall have been a President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary thereofCompany, notwithstanding the fact that at the time the Securities shall be authenticated and delivered such individuals or disposed any of such Person shall them have ceased to be the President or a Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company. The Securities may contain hold such notations, legends or endorsements required by law, stock exchange rule or usage. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled offices prior to the benefits authentication and delivery of this Indenturesuch Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company Order for the authentication and delivery of such Securities, signed by its President or any Vice President which shall specify the amount of the Securities to be authenticated and its Secretary or any Assistant Secretarythe date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 3.13 after the Issue Date, shall certify that such issuance is in compliance with this Indenture; and the Trustee in accordance with such written order Company Order shall authenticate and deliver such Securities. In authenticating such Securities and accepting the additional responsibilities under as provided in this Indenture in relation to such Securities, and not otherwise. Each Security shall be dated the Trustee date of its authentication. No Security shall be entitled to receiveany benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and (subject to Section 7.01) such certificate upon any Security shall be fully protected in relying uponconclusive evidence, an Opinion of Counsel stating that and the form and terms thereof have been established in conformity with the provisions of this Indenture and only evidence, that such Securities, when Security has been duly authenticated and delivered hereunder. Authentication by counterpart shall satisfy the Trustee requirements of this Section 3.03 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 requirements of the Company enforceable in accordance with their terms, subject to any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptions. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the TrusteeSecurities.

Execution and Authentication. The Securities shall be signed on behalf of the Company by its President, or one of its Vice Presidents, or its Treasurer, or one of its Assistant Treasurers, attested by its Secretary or one of its Assistant SecretariesDirectors. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been a President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary thereofOfficer, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be the President or a Vice President, or the Treasurer, such an Assistant Treasurer, the Secretary or an Assistant Secretary, officer of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by its President or any Vice President and its Secretary or any Assistant Secretaryan Officer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, 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 that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, 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 any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptionsIndenture. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentication. The terms and provisions contained in the Securities annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Securities shall be signed executed on behalf of the Company by its PresidentChairman of the Board of Directors, its Chief Executive Officer, its President or one of its Vice Presidents, its Chief Operating Officer, its Chief Financial Officer or its Treasurer, or one any authorized signatory that is not a corporation. The signature of its Assistant Treasurers, attested by its Secretary or one any of its Assistant Secretaries. Signatures these officers on the Securities may be in manual or facsimile. Securities bearing the form of a manual or facsimile signature. The signatures of individuals who were at any time the proper officers of the Company may use shall bind the facsimile signature of any Person who shall have been a President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary thereofCompany, notwithstanding the fact that at the time the Securities shall be authenticated and delivered such individuals or disposed any of such Person shall them have ceased to be the President or a Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company. The Securities may contain hold such notations, legends or endorsements required by law, stock exchange rule or usage. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled offices prior to the benefits authentication and delivery of this Indenturesuch Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company Order for the authentication and delivery of such Securities, signed by its President or any Vice President which shall specify the amount of the Securities to be authenticated and its Secretary or any Assistant Secretarythe date on which the original issue of Securities is to be authenticated, and the Trustee in accordance with such written order Company Order shall authenticate and deliver such Securities. In authenticating such Securities and accepting the additional responsibilities under as provided in this Indenture in relation to such Securities, and not otherwise. Each Security shall be dated the Trustee date of its authentication. No Security shall be entitled to receiveany benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and (subject to Section 7.01) such certificate upon any Security shall be fully protected in relying uponconclusive evidence, an Opinion of Counsel stating that and the form and terms thereof have been established in conformity with the provisions of this Indenture and only evidence, that such Securities, when Security has been duly authenticated and delivered hereunder. Authentication by counterpart shall satisfy the Trustee requirements of this Section 3.03 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 requirements of the Company enforceable in accordance with their terms, subject to any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptions. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the TrusteeSecurities.

Execution and Authentication. The Securities shall be signed on behalf of the Company by its President, or one of its Vice Presidents, or its Treasurer, or one of its Assistant Treasurers, under its corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been a President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be the President or a Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company. The seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by its President or any Vice President and its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, 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 that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, 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 any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ ' rights and to general equity principles and to other customary exceptionsprinciples. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s 's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentication. (a) The Securities Debentures shall be signed on behalf of the Company by its PresidentChief Executive Officer, President or one of its Senior or Executive Vice Presidents, or under its Treasurer, or one of its Assistant Treasurers, corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been a Chief Executive Officer, President or Senior or Executive Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the a Secretary or an Assistant Secretary thereof, notwithstanding the fact that at the time the Securities Debentures shall be authenticated and delivered or disposed of such Person shall have ceased to be the Chief Executive Officer, President or a Senior or Executive Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company (and any such signature shall be binding on the Company). The Securities seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Debentures. The Debentures may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Debenture shall be dated the date of its authentication by the Trustee. (b) A Security Debenture shall not be valid until manually authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security Debenture so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. . (c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series Debentures executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, Debentures signed by its Chief Executive Officer, President or any Senior or Executive Vice President and its Secretary Treasurer or any Assistant SecretaryTreasurer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Debentures. (d) In authenticating such Securities Debentures and accepting the additional responsibilities under this Indenture in relation to such SecuritiesDebentures, the Trustee shall be entitled to receive, and (subject to Section 7.019.1) shall be fully protected in relying upon, an Opinion of Counsel stating that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, 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 any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptions. Indenture. (e) The Trustee shall not be required to authenticate such Securities Debentures if the issue of such Securities Debentures pursuant to this Indenture will shall affect the Trustee’s 's own rights, duties or immunities under the Securities Debentures and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentication. The Securities shall be signed on behalf of the Company by its President, or one of its Vice Presidents, or its Treasurer, or one of its Assistant Treasurers, or its Secretary, or one of its Assistant Secretaries, under its corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been a President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the a Secretary or an Assistant Secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be the President or a Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company. The seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by its President or any Vice President and its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, 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 that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, 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 any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptionsIndenture. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s 's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentication. (a) Upon the execution and delivery of this Indenture, or from time to time thereafter, any one or more Officers of the Company (one of whom in each case shall be the Chairman of the Board, any Vice Chairman of the Board, the President, the Chief Executive Officer, the Chief Financial Officer or any Vice President of the Company) may execute Securities on behalf of the Company and such Securities shall be delivered to the Trustee for authentication. (b) The Securities shall be signed for the Company by one or more Officers of the Company (one of whom in each case shall be the Chairman of the Board, any Vice Chairman of the Board, the President, the Chief Executive Officer, the Chief Financial Officer or any Vice President of the Company), by manual or facsimile signature, with or without a corporate seal affixed thereon. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless, and any Security may be signed on behalf of the Company by its Presidentsuch Persons as at the actual date of execution of such Security shall be the proper Officers of the Company, or one as the case may be, even though at the date of its Vice Presidents, or its Treasurer, or one the execution and delivery of its Assistant Treasurers, attested by its Secretary or one this Indenture any such Person was not such Officer. (c) Upon execution and delivery to the Trustee of its Assistant Secretaries. Signatures may be in the form Securities of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been a President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurerseries together with all documents and certificates required by this Indenture, the Secretary or an Assistant Secretary thereofTrustee shall thereupon authenticate and make available for delivery said Securities upon receipt of a Company Order, notwithstanding without any further action by the fact that at Company. Such Company Order shall specify the time amount of the Securities shall to be authenticated and delivered or disposed the date on which such issue of such Person shall have ceased Securities is to be the President or a Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. authenticated. (d) A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating AgentTrustee manually authenticates the Security substantially in the form hereinabove recited. Such signature The signed certificate of authentication of the Trustee on a Security shall be conclusive evidence evidence, and the only evidence evidence, that the such Security so authenticated has been duly and validly authenticated and delivered hereunder and that issued under this Indenture. (e) The Trustee may appoint an agent (the Holder is entitled “Authenticating Agent”) reasonably acceptable to the benefits Company to authenticate the Securities. Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture. At Indenture to authentication by the Trustee includes authentication by the Authenticating Agent. (f) In case a Successor Company has executed an indenture supplemental hereto with the Trustee pursuant to Article IV, any time and of the Securities authenticated or delivered prior to such transaction may, from time to time after time, at the execution request of the Successor Company, be exchanged for other Securities executed in the name of the Successor Company with such changes in phraseology and delivery of this Indentureform as may be appropriate, the Company may deliver Securities of any series executed by the Company but otherwise identical to the Trustee Securities surrendered for authenticationsuch exchange and of like principal amount; and the Trustee, together with a written order upon Company Order of the Company for the authentication and delivery of such SecuritiesSuccessor Company, signed by its President or any Vice President and its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver Securities as specified in such Securitiesorder for the purpose of such exchange. In authenticating such If Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall at any time be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, when authenticated and delivered by the Trustee and issued by the in any new name of a Successor 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 any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptions. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect Section 2.04(f) in exchange or substitution for or upon registration of transfer of any Securities, such Successor Company, at the Trustee’s own rightsoption of the Holders but without expense to them, duties or immunities under shall provide for the exchange of all Securities at the time Outstanding for Securities authenticated and this Indenture or otherwise delivered in a manner that is not reasonably acceptable to the Trusteesuch new name.

Execution and Authentication. The Securities shall be signed on behalf of the Company by its President, or one of its Vice Presidents, or its Treasurer, or one of its Assistant Treasurers, under its corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been a President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be the President or a Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company. The seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by its President or any Vice President and its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, 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 that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, 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 any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptionsprinciples. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentication. (a) The Securities Debentures shall be signed on behalf of the Company by its PresidentChief Executive Officer, President or one of its Executive Vice Presidents, or under its Treasurer, or one of its Assistant Treasurers, corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been a Chief Executive Officer, President or Executive Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the a Secretary or an Assistant Secretary thereof, notwithstanding the fact that at the time the Securities Debentures shall be authenticated and delivered or disposed of such Person shall have ceased to be the Chief Executive Officer, President or a an Executive Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company (and any such signature shall be binding on the Company). The Securities seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Debentures. The Debentures may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Debenture shall be dated the date of its authentication by the Trustee. (b) A Security Debenture shall not be valid until manually authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security Debenture so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. . (c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series Debentures executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, Debentures signed by its Chief Executive Officer, President or any Executive Vice President and its Secretary Treasurer or any Assistant SecretaryTreasurer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Debentures. (d) In authenticating such Securities Debentures and accepting the additional responsibilities under this Indenture in relation to such SecuritiesDebentures, the Trustee shall be entitled to receive, and (subject to Section 7.019.1) shall be fully protected in relying upon, an Opinion of Counsel stating that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, 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 any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptions. Indenture. (e) The Trustee shall not be required to authenticate such Securities Debentures if the issue of such Securities Debentures pursuant to this Indenture will shall affect the Trustee’s 's own rights, duties or immunities under the Securities Debentures and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentication. The Securities shall be signed on behalf of the Company by its Presidentchief executive officer, or one of its Vice Presidents, or its Treasurerpresidents, or one of its Assistant Treasurerssenior vice presidents, attested by its Secretary or one of its Assistant Secretariesvice presidents, or its chief financial officer, or its chief legal officer, or its treasurer, or one of its assistant treasurers, or its controller or one of its assistant controllers, or its secretary, or one of its assistant secretaries, under its corporate seal attested by its secretary or one of its assistant secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been a President chief executive officer, president, senior vice president or Vice President vice president thereof, chief financial officer, chief legal officer, treasurer or of any Person who shall have been the Treasurerassistant treasurer, an Assistant Treasurercontroller or assistant controller, the Secretary secretary or an Assistant Secretary assistant secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be the President or a Vice President, or the Treasurer, such an Assistant Treasurer, the Secretary or an Assistant Secretary, officer of the Company. The seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by its President the chief executive officer, the president, any senior vice president or vice president, the chief financial officer, the chief legal officer, the treasurer or any Vice President assistant treasurer, or the controller or any assistant controller, and its Secretary secretary or any Assistant Secretaryassistant secretary, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 7.017.1) shall be fully protected in relying upon, an Officers’ Certificate and Opinion of Counsel Counsel, each stating that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, 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 any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptionsIndenture. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentication. The Securities shall be signed on behalf of the Company by its Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, Treasurer, Controller, Secretary or any one of its Vice Presidents, or its Treasurer, or one of its Assistant Treasurers, attested by its Secretary Assistant Controllers or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been a President or Vice President thereofChief Executive Officer, or of any Person who shall have been the President, Chief Operating Officer, Chief Financial Officer, Treasurer, an Controller, Secretary, Vice President, Assistant Treasurer, the Secretary Assistant Controller or an Assistant Secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be the President Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, the Controller, the Secretary or a Vice President, or the an Assistant Treasurer, an Assistant Treasurer, the Secretary Controller or an Assistant Secretary, Secretary of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee or an Authenticating Agent. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, Trustee or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder Securityholder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee or an Authenticating Agent for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by its President or any Vice President and its Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, Treasurer, Controller, Secretary or any one of its Vice Presidents, Assistant SecretaryTreasurers, Assistant Controllers or Assistant Secretaries and the Trustee or an Authenticating Agent in accordance with such written order shall authenticate and deliver such Securities. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, 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 to the effect that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, 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 any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptionsIndenture. The Trustee shall not be required to authenticate such Securities if (i) the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, protections, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee; (ii) the Trustee, being advised by counsel, determines in good faith that such action may not be taken lawfully; or (iii) the Trustee, being advised by counsel, determines in good faith that such action would expose the Trustee to personal liability to the Securityholders of any then Outstanding series of Securities or that the terms of such Securities established pursuant to a Board Resolution, and set forth in an Officers’ Certificate, would adversely affect it.

Execution and Authentication. The Securities shall be signed on behalf of the Company by its Chairman of the Board of Directors, the Vice Chairman, the President or any Vice President, or one of its Vice Presidents, or together with its Treasurer, or one of its Assistant Treasurers, or its Secretary, or one of its Assistant Secretaries, under its corporate seal which may, but need not be, attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company may use shall bind the facsimile signature of any Person who shall have been a President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary thereofCompany, notwithstanding the fact that at the time the Securities shall be authenticated and delivered such individuals or disposed any of such Person shall them have ceased to be hold such offices prior to the President authentication and delivery of such Securities or a Vice President, or did not hold such offices at the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, date of such Securities. The seal of the CompanyCompany may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by its Chairman of the Board of Directors, the Vice Chairman, the President or any Vice President and President, together with its Secretary Treasurer, or any one of its Assistant Treasurers, or its Secretary, or one of its Assistant Secretaries, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, 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 that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, 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 any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptionsIndenture. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s 's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentication. The Debt Securities shall be signed on behalf of the Company by its President, President or one of its Vice Presidents, or its Treasurer, or one of its Assistant Treasurers, and attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been a President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the a Secretary or an Assistant Secretary thereof, notwithstanding the fact that at the time the Debt Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be the President or a Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company. The seal, if any, of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities. The Debt Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Debt Security shall be dated the date of its authentication by the Trustee. A Debt Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Debt Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Debt Securities, signed by its President or any Vice President and its Secretary Treasurer or any Assistant SecretaryTreasurer, and the Trustee in accordance with such written order shall authenticate and deliver such Debt Securities. In authenticating such Debt Securities and accepting the additional responsibilities under this Indenture in relation to such Debt Securities, 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 that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, 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 any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptionsIndenture. The Trustee shall not be required to authenticate such Debt Securities if the issue of such Debt Securities pursuant to this Indenture will affect the Trustee’s 's own rights, duties or immunities under the Debt Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentication. The Securities shall be signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, President, or one of its Vice Presidents, or its Treasurer, or one of its Assistant Treasurers, attested by or its Secretary Secretary, or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been a Chief Executive Officer, Chief Financial Officer, President or Vice President thereof, or of any Person who shall have been the Treasurer, an a Treasurer or Assistant Treasurer, the Secretary or an Assistant Secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be the Chief Executive Officer, the Chief Financial Officer, the President or a Vice President, the Treasurer or the Treasurer, an Assistant Treasurer, Treasurer or the Secretary or an Assistant Secretary, of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee or an Authenticating Agent. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, Trustee or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder Securityholder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee or an Authenticating Agent for authentication, together with a written order of the Company Order for the authentication and delivery of such Securities, signed by its President or any Vice President and its Secretary or any Assistant Secretary, and the Trustee or an Authenticating Agent in accordance with such written order Company Order shall authenticate and deliver such Securities. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, 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 to the effect that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, 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 any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptionsIndenture. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, protections, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentication. The terms and provisions contained in the Securities annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Securities shall be signed executed on behalf of the Company by its PresidentChairman of the Board of Directors, its Chief Executive Officer, its President or one of its Vice Presidents, its Chief Operating Officer, its Chief Financial Officer or its Treasurer, or one any authorized signatory that is not a corporation. The signature of its Assistant Treasurers, attested by its Secretary or one any of its Assistant Secretaries. Signatures these officers on the Securities may be in manual or facsimile. Securities bearing the form of a manual or facsimile signature. The signatures of individuals who were at any time the proper officers of the Company may use shall bind the facsimile signature of any Person who shall have been a President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary thereofCompany, notwithstanding the fact that at the time the Securities shall be authenticated and delivered such individuals or disposed any of such Person shall them have ceased to be the President or a Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company. The Securities may contain hold such notations, legends or endorsements required by law, stock exchange rule or usage. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled offices prior to the benefits authentication and delivery of this Indenturesuch Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company Order for the authentication and delivery of such Securities, signed by its President or any Vice President which shall specify the amount of the Securities to be authenticated and its Secretary or any Assistant Secretarythe date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 3.13 after the Issue Date, shall certify that such issuance is in compliance with Section 10.08; and the Trustee in accordance with such written order Company Order shall authenticate and deliver such Securities. In authenticating such Securities and accepting the additional responsibilities under as provided in this Indenture in relation to such Securities, and not otherwise. Each Security shall be dated the Trustee date of its authentication. No Security shall be entitled to receiveany benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and (subject to Section 7.01) such certificate upon any Security shall be fully protected in relying uponconclusive evidence, an Opinion of Counsel stating that and the form and terms thereof have been established in conformity with the provisions of this Indenture and only evidence, that such Securities, when Security has been duly authenticated and delivered hereunder. Authentication by counterpart shall satisfy the Trustee requirements of this Section 3.03 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 requirements of the Company enforceable in accordance with their terms, subject to any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptions. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the TrusteeSecurities.

Execution and Authentication. (a) The Securities Debentures shall be signed on behalf of the Company by its PresidentChairman and Chief Executive Officer, President or one of its Executive Vice Presidents, or under its Treasurer, or one of its Assistant Treasurers, corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been a Chairman and Chief Executive Officer, President or Executive Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the a Secretary or an Assistant Secretary thereof, notwithstanding the fact that at the time the Securities Debentures shall be authenticated and delivered or disposed of such Person shall have ceased to be the Chairman and Chief Executive Officer, President or a an Executive Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company (and any such signature shall be binding on the Company). The Securities seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Debentures. The Debentures may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Debenture shall be dated the date of its authentication by the Trustee. (b) A Security Debenture shall not be valid until manually authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security Debenture so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. . (c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series Debentures executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, Debentures signed by its Chairman and Chief Executive Officer, President or any Executive Vice President and its Secretary Treasurer or any Assistant SecretaryTreasurer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Debentures. (d) In authenticating such Securities Debentures and accepting the additional responsibilities under this Indenture in relation to such SecuritiesDebentures, the Trustee shall be entitled to receive, and (subject to Section 7.019.1) shall be fully protected in relying upon, an Opinion of Counsel stating that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, 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 any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptions. Indenture. (e) The Trustee shall not be required to authenticate such Securities Debentures if the issue of such Securities Debentures pursuant to this Indenture will shall affect the Trustee’s 's own rights, duties or immunities under the Securities Debentures and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentication. The Debt Securities shall be signed on behalf of the Company by its President, President or one of its Vice Presidents, or under its Treasurer, or one of its Assistant Treasurers, corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been a President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the a Secretary or an Assistant Secretary thereof, notwithstanding the fact that at the time the Debt Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be the President or a Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company. The seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities. The Debt Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Debt Security shall be dated the date of its authentication by the Trustee. A Debt Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature authentication upon any Debt Security shall be conclusive evidence and the only evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Debt Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for Order requesting the authentication and delivery of such Debt Securities, signed by its President or any Vice President and its Secretary Treasurer or any Assistant SecretaryTreasurer, and the Trustee in accordance with such written order Company Order shall authenticate and deliver such Debt Securities. In authenticating such Debt Securities and accepting the additional responsibilities under this Indenture in relation to such Debt Securities, the Trustee shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon, in addition to an Officer's Certificate and an Opinion of Counsel under Section 13.07, an Opinion of Counsel stating that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, 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 any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptionsIndenture. The Trustee shall not be required to authenticate such Securities if the issue of such Debt Securities pursuant to this Indenture will affect the Trustee’s 's own rights, duties or immunities under the Debt Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentication. The Debt Securities shall be signed on behalf of the Company by its PresidentChairman, President or one of its Vice Presidents, or under its Treasurer, or one of its Assistant Treasurers, corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been a Chairman, President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the a Secretary or an Assistant Secretary thereof, notwithstanding the fact that at the time the Debt Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be the Chairman, President or a Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company. The seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities. The Debt Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Debt Security shall be dated the date of its authentication by the Trustee. A Debt Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Debt Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Debt Securities, signed by its Chairman, President or any Vice President and its Secretary Treasurer or any Assistant SecretaryTreasurer, and the Trustee in accordance with such written order shall authenticate and deliver such Debt Securities. In authenticating such Debt Securities and accepting the additional responsibilities under this Indenture in relation to such Debt Securities, the Trustee shall be entitled to receive, and (subject to Section 7.017.1) shall be fully protected in relying upon, an Opinion of Counsel stating that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, 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 any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptionsIndenture. The Trustee shall not be required to authenticate such Debt Securities if the issue of such Debt Securities pursuant to this Indenture will affect the Trustee’s 's own rights, duties or immunities under the Debt Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentication. The Securities shall be signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, President, or one of its Vice Presidents, or its Treasurer, or one of its Assistant Treasurers, attested by or its Secretary Secretary, or one of its Assistant Secretaries. Signatures may be executed by electronic means or in the form of a manual manual, facsimile or facsimile electronic signature. The Company may use the facsimile or electronic signature of any Person who shall have been a Chief Executive Officer, Chief Financial Officer, President or Vice President thereof, or of any Person who shall have been the Treasurer, an a Treasurer or Assistant Treasurer, the Secretary or an Assistant Secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be the Chief Executive Officer, the Chief Financial Officer, the President or a Vice President, the Treasurer or the Treasurer, an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee or an Authenticating Agent. A Security shall not be valid until authenticated electronically or manually by an authorized signatory of the Trustee, Trustee or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder Securityholder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee or an Authenticating Agent for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by its Chief Executive Officer, Chief Financial Officer, President or any Vice President and its by the Treasurer or any Assistant Treasurer, the Controller or any Assistant Controller, or the Secretary or any Assistant SecretarySecretary of the Company, and the Trustee or an Authenticating Agent in accordance with such written order shall authenticate and deliver such Securities. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, 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 to the effect that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, 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 any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptionsIndenture. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, protections, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentication. The Securities shall be signed on behalf of the Company Partnership by its President, Chief Executive Officer, any Senior Vice President or one of its any Vice PresidentsPresident, or together with its Treasurer, or one of its Assistant Treasurers, attested by or its Secretary Secretary, or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use Securities bearing the manual or facsimile signature signatures of individuals who were at any Person who time the proper officers of the Partnership shall have been a President or Vice President thereof, or of any Person who shall have been bind the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary thereofPartnership, notwithstanding the fact that at the time the Securities shall be authenticated and delivered such individuals or disposed any of such Person shall them have ceased to be hold such offices prior to the President authentication and delivery of such Securities or a Vice President, or did not hold such offices at the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, date of the Companysuch Securities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company Partnership may deliver Securities of any series executed by the Company Partnership to the Trustee for authentication, together with a written order of the Company Partnership for the authentication and delivery of such Securities, signed by its President, Chief Executive Officer, any Senior Vice President or any Vice President and President, together with its Secretary Treasurer, or any one of its Assistant Treasurers, or its Secretary, or one of its Assistant Secretaries, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, 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 that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, 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 any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptionsIndenture. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s 's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentication. The Securities shall be signed on behalf of the Company by its the Chairman of the Board of Directors, Chief Executive Officer, Chief Financial Officer, President, or one of its Vice Presidents, or its Treasurer, or one of its Assistant Treasurers, attested by or its Secretary Secretary, or one of its Assistant Secretaries. Signatures may be executed by electronic means or in the form of a manual or facsimile signature. The Company may use the facsimile or electronic signature of any Person who shall have been a Chairman of the Board of Directors, Chief Executive Officer, Chief Financial Officer, President or Vice President thereof, or of any Person who shall have been the Treasurer, an a Treasurer or Assistant Treasurer, the Secretary or an Assistant Secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be the Chairman of the Board of Directors, Chief Executive Officer, the Chief Financial Officer, the President or a Vice President, the Treasurer or the Treasurer, an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee or an Authenticating Agent. A Security shall not be valid until authenticated electronically or manually by an authorized signatory of the Trustee, Trustee or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder Securityholder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee or an Authenticating Agent for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by its the Chairman of the Board of Directors, Chief Executive Officer, Chief Financial Officer, President or any Vice President and its by the Treasurer or any Assistant Treasurer, the Controller or any Assistant Controller, or the Secretary or any Assistant SecretarySecretary of the Company, and the Trustee or an Authenticating Agent in accordance with such written order shall authenticate and deliver such Securities. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, 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 to the effect that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, 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 any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptionsIndenture. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, protections, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentication. (a) The Securities Debentures shall be signed on behalf of the Company by its PresidentChief Executive Officer, President or one of its Vice Presidents, or under its Treasurer, or one of its Assistant Treasurers, corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been a 11 18 Chief Executive Officer, President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the a Secretary or an Assistant Secretary thereof, notwithstanding the fact that at the time the Securities Debentures shall be authenticated and delivered or disposed of such Person shall have ceased to be the Chief Executive Officer, President or a Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company (and any such signature shall be binding on the Company). The Securities seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Debentures. The Debentures may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Debenture shall be dated the date of its authentication by the Trustee. (b) A Security Debenture shall not be valid until manually authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security Debenture so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. . (c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series Debentures executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, Debentures signed by its Chief Executive Officer, President or any Vice President and its Secretary Treasurer or any Assistant SecretaryTreasurer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Debentures. (d) In authenticating such Securities Debentures and accepting the additional responsibilities under this Indenture in relation to such SecuritiesDebentures, the Trustee shall be entitled to receive, and (subject to Section 7.019.1) shall be fully protected in relying upon, an Opinion of Counsel stating that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, 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 any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptions. Indenture. (e) The Trustee shall not be required to authenticate such Securities Debentures if the issue of such Securities Debentures pursuant to this Indenture will shall affect the Trustee’s 's own rights, duties or immunities under the Securities Debentures and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentication. The Securities Debentures shall, subject to the provisions of Section 2.09, be printed on steel engraved borders or fully or partially engraved, or legibly typed, as the proper officers of the Company may determine, and shall be signed on behalf of the Company by its PresidentChairman, President or one of its Vice Presidents, or under its Treasurer, or one of its Assistant Treasurers, corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures The signature of the Chairman, President or a Vice President and/or the signature of the Secretary or an Assistant Secretary in attestation of the corporate seal, upon the Debentures, may be in the form of a manual facsimile signature of a present or facsimile signature. The any future Chairman, President or Vice President and of a present or any future Secretary or Assistant Secretary and may be imprinted or otherwise reproduced on the Debentures and for that purpose the Company may use the facsimile signature of any Person person who shall have been a Chairman, President or Vice President thereofPresident, or of any Person person who shall have been the Treasurer, an Assistant Treasurer, the a Secretary or an Assistant Secretary thereofSecretary, notwithstanding the fact that at the time the Securities Debentures shall be authenticated and delivered or disposed of such Person person shall have ceased to be the Chairman, President or a Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company, as the case may be. The Securities seal of the Company may contain be in the form of a facsimile of the seal of the Company and may be impressed, affixed, imprinted or otherwise reproduced on the Debentures. Only such notationsDebentures as shall bear thereon a Certificate of Authentication substantially in the form provided in Exhibit A hereto, legends or endorsements required by law, stock exchange rule or usage. A Security shall not be valid until authenticated executed manually by an authorized signatory of the Trustee, or by an any Authenticating AgentAgent with respect to such Debentures, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such signature certificate executed by the Trustee, or by any Authenticating Agent appointed by the Trustee with respect to such Debentures, upon any Debenture executed by the Company shall be conclusive evidence and the only evidence that the Security Debenture so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series Debentures executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such SecuritiesDebentures, signed by its Chairman, President or any Vice President and its Secretary Treasurer or any Assistant SecretaryTreasurer, and the Trustee in accordance with such written order shall authenticate and deliver make available for delivery such SecuritiesDebentures. In authenticating such Securities Debentures and accepting the additional responsibilities under this Indenture in relation to such SecuritiesDebentures, 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 that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, 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 any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptionsIndenture. The Trustee shall not be required to authenticate such Securities Debentures if the issue of such Securities Debentures pursuant to this Indenture will affect the Trustee’s 's own rights, duties or immunities under the Securities Debentures and this Indenture or otherwise in a manner that which is not reasonably acceptable to the Trustee.

Execution and Authentication. The One Officer shall execute the Securities shall be signed for the Company by manual, facsimile, digital or electronic (including “.pdf” or DocuSign or other electronic signature platform) signature in the name and on behalf of the Company by its President, or one of its Vice Presidents, or its Treasurer, or one of its Assistant Treasurers, attested by its Secretary or one of its Assistant SecretariesCompany. Signatures may be in the form of If an Officer whose signature is on a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been a President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary thereof, notwithstanding the fact Security thereto no longer holds that office at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be the President or a Vice President, or the Treasurer, an Assistant TreasurerSecurity is authenticated, the Secretary or an Assistant Secretary, of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usageSecurity shall nevertheless be valid. A Security shall not be valid until authenticated manually by an authorized signatory the manual, facsimile, digital or electronic signature of the Trustee, or by an Authenticating Agent. Such The signature shall be conclusive evidence and the only evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of under this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series series, executed by the Company to the Trustee for authentication, authentication together with a the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company for the authentication and delivery of such Securities, signed by its President or any Vice President and its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver such SecuritiesCompany. In authenticating such any Securities and accepting the additional responsibilities under this Indenture in relation to such Securitiesof a series, the Trustee shall be entitled to receivereceive prior to the authentication of any Securities of such series, and (subject to Section 7.01Article 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Sections 2.01 and 2.03 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officer’s Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and (c) an Opinion of Counsel stating substantially to the effect that the form or forms and terms thereof of the Securities of such series have been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been established duly authorized and, if executed and authenticated in conformity accordance with the provisions of this the Indenture and that such Securities, when authenticated delivered to and delivered duly paid for by the Trustee purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute would be valid and legally binding obligations of the Company, enforceable against the Company enforceable in accordance with their respective terms, subject to any Bankruptcy Law or other bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights generally, and to general equity principles of equity, and to covering such other customary exceptionsmatters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties duties, indemnities or immunities under the Securities and this Indenture or otherwise in a manner that which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Sections 2.01 and 2.02, if, in connection with a Periodic Offering, all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution otherwise required pursuant to Section 2.01 or the written order, Officer’s Certificate and Opinion of Counsel otherwise required pursuant to Section 2.02 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. With respect to Securities of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Securities, the forms 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, as applicable, in connection with the first authentication of Securities of such series. If the Company shall establish pursuant to Section 2.03 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and, upon the written request of the Company signed by one Officer of the Company, the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”

Execution and Authentication. The terms and provisions contained in the Securities annexed hereto as Exhibits A-1 and A-2 shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Securities shall be signed executed on behalf of the Company by its PresidentChairman of the Board, its Chief Executive Officer, its President or one of its Vice Presidents, its Chief Operating Officer, or its Treasurer, or one Chief Financial Officer. The signature of its Assistant Treasurers, attested by its Secretary or one any of its Assistant Secretaries. Signatures these officers on the Securities may be in manual or facsimile. Securities bearing the form of a manual or facsimile signature. The signatures of individuals who were at any time the proper officers of the Company may use shall bind the facsimile signature of any Person who shall have been a President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary thereofCompany, notwithstanding the fact that at the time the Securities shall be authenticated and delivered such individuals or disposed any of such Person shall them have ceased to be the President or a Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company. The Securities may contain hold such notations, legends or endorsements required by law, stock exchange rule or usage. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled offices prior to the benefits authentication and delivery of this Indenturesuch Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company Order for the authentication and delivery of such Securities, signed by its President or any Vice President which shall specify the amount of the Securities to be authenticated and its Secretary or any Assistant Secretarythe date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 3.13 after the Issue Date, shall certify that such issuance is in compliance with Section 10.08; and the Trustee in accordance with such written order Company Order shall authenticate and deliver such Securities. In authenticating such Securities and accepting the additional responsibilities under as in this Indenture in relation to such Securities, provided and not otherwise. Each Security shall be dated the Trustee date of its authentication. No Security shall be entitled to receiveany benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and (subject to Section 7.01) such certificate upon any Security shall be fully protected in relying uponconclusive evidence, an Opinion of Counsel stating that and the form and terms thereof have been established in conformity with the provisions of this Indenture and only evidence, that such Securities, when Security has been duly authenticated and delivered hereunder. Authentication by counterpart shall satisfy the Trustee requirements of this Section 3.03 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 requirements of the Company enforceable in accordance with their terms, subject to any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptions. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the TrusteeSecurities.

Execution and Authentication. (a) The Securities Notes shall be signed on behalf of the Company by any one of its PresidentChairman of the Board of Directors, Chief Executive Officer, President or one of its Vice Presidents, its Treasurer or its Treasurer, or one any of its Assistant Treasurers, attested by or its Controller or any of its Assistant Controllers, or its Secretary or one any of its Assistant Secretaries, under its corporate seal. Signatures Such signatures may be the manual or facsimile signatures of the present or any future such officers. In case any such officer who shall have signed any of the Notes shall cease to be such officer before the Note so signed shall be authenticated and delivered by the Trustee or disposed of by the Company, such Note nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Note had not ceased to be such officer of the Company; and any Note may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Note, shall be the proper officers of the Company, although at the date of the execution and delivery of this Indenture any such Person was not such an officer. The seal of the Company may be in the form of a manual facsimile of such seal and may be impressed, affixed, imprinted or facsimile signatureotherwise reproduced on the Notes. The Company may use the facsimile signature of any Person who shall have been a President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be the President or a Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company. The Securities Notes may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication by the Trustee. (b) A Security Note shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security Note so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. . (c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities Notes of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such SecuritiesNotes, signed by its Chairman of the Board of Directors, Chief Executive Officer, President or any Vice President and President, its Treasurer or any Assistant Treasurer, or its Controller or any Assistant Controller or its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver such SecuritiesNotes. If the Notes shall be represented by one or more Global Notes, then, for purposes of this Section and Section 2.06, the notation of a beneficial owner’s interest therein upon original issuance of such Global Note or upon exchange of a portion of a temporary Global Note shall be deemed to have been delivered in connection with the original issuance of such beneficial owner’s interest in such permanent Global Note. (d) In authenticating such Securities Notes and accepting the additional responsibilities under this Indenture in relation to such SecuritiesNotes, the Trustee shall be entitled to receiveprovided, and (subject to Section 7.01) shall be fully protected in relying upon, an Officers’ Certificate of the Company and an Opinion of Counsel each stating in addition to the requirements of Section 14.06, that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, 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 any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptions. Indenture. (e) The Trustee shall not be required to authenticate such Securities Notes if the issue of such Securities Notes pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities Notes and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentication. The terms and provisions contained in the Form of Securities annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Securities shall be signed executed on behalf of the Company by its the Chairman of the Board of Directors, the Chief Executive Officer, the President, or one of its a Vice PresidentsPresident, or its Treasurerthe Chief Financial Officer, or one of its Assistant Treasurers, attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been a President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary thereof, notwithstanding of the fact that at Company and the time the Securities Guarantee shall be authenticated and delivered or disposed executed on behalf of such Person shall have ceased to be each Guarantor by the President or Chairman of the Board of Directors, the Chief Executive Officer, the President, a Vice President, or the Chief Financial Officer, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant SecretarySecretary of NRF, on its own behalf and in its capacity as the general partner of NRF Operating Partnership. The signature of any of these officers on the Securities may be manual or facsimile (including electronic). Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company. The Securities Company or either Guarantor shall bind the Company or such Guarantor, as the case may contain be, notwithstanding that such notations, legends individuals or endorsements required by law, stock exchange rule or usage. A Security shall not be valid until authenticated manually by an authorized signatory any of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled them have ceased to hold such offices prior to the benefits authentication and delivery of this Indenturesuch Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company Order for the authentication and delivery of such Securities, signed by its President or any Vice President which shall specify the amount of the Securities to be authenticated and its Secretary or any Assistant Secretarythe date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.02 after the Issue Date, shall certify that such issuance is in compliance with this Indenture; and the Trustee in accordance with such written order Company Order shall authenticate and deliver such Securities. In authenticating such Securities and accepting the additional responsibilities under as provided in this Indenture in relation to such Securities, and not otherwise. Each Security shall be dated the Trustee date of its authentication. No Security shall be entitled to receiveany benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and (subject to Section 7.01) such certificate upon any Security shall be fully protected in relying uponconclusive evidence, an Opinion of Counsel stating that and the form and terms thereof have been established in conformity with the provisions of this Indenture and only evidence, that such Securities, when Security has been duly authenticated and delivered hereunder. Authentication by counterpart shall satisfy the Trustee requirements of this Section 3.03 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 requirements of the Company enforceable in accordance with their terms, subject to any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptions. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the TrusteeSecurities.

Execution and Authentication. The terms and provisions contained in the Securities annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Securities shall be signed executed on behalf of the Company by its PresidentChairman of the Board of Directors, its Chief Executive Officer, its President or one of its Vice Presidents, its Chief Operating Officer, or its Treasurer, or one Chief Financial Officer. The signature of its Assistant Treasurers, attested by its Secretary or one any of its Assistant Secretaries. Signatures these officers on the Securities may be in manual or facsimile. Securities bearing the form of a manual or facsimile signature. The signatures of individuals who were at any time the proper officers of the Company may use shall bind the facsimile signature of any Person who shall have been a President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary thereofCompany, notwithstanding the fact that at the time the Securities shall be authenticated and delivered such individuals or disposed any of such Person shall them have ceased to be the President or a Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company. The Securities may contain hold such notations, legends or endorsements required by law, stock exchange rule or usage. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled offices prior to the benefits authentication and delivery of this Indenturesuch Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company Order for the authentication and delivery of such Securities, signed by its President or any Vice President which shall specify the amount of the Securities to be authenticated and its Secretary or any Assistant Secretarythe date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 3.13 after the Issue Date, shall certify that such issuance is in compliance with Section 10.08; and the Trustee in accordance with such written order Company Order shall authenticate and deliver such Securities. In authenticating such Securities and accepting the additional responsibilities under as provided in this Indenture in relation to such Securities, and not otherwise. Each Security shall be dated the Trustee date of its authentication. No Security shall be entitled to receiveany benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and (subject to Section 7.01) such certificate upon any Security shall be fully protected in relying uponconclusive evidence, an Opinion of Counsel stating that and the form and terms thereof have been established in conformity with the provisions of this Indenture and only evidence, that such Securities, when Security has been duly authenticated and delivered hereunder. Authentication by counterpart shall satisfy the Trustee requirements of this Section 3.03 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 requirements of the Company enforceable in accordance with their terms, subject to any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptions. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the TrusteeSecurities.

Execution and Authentication. (a) The Securities Debentures shall be signed on behalf of the Company by its PresidentChief Executive Officer, President or one of its Senior Vice Presidents, or under its Treasurer, or one of its Assistant Treasurers, corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been a Chief Executive Officer, President or Senior Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the a Secretary or an Assistant Secretary thereof, notwithstanding the fact that at the time the Securities Debentures shall be authenticated and delivered or disposed of such Person shall have ceased to be the Chief Executive Officer, President or a Senior Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company (and any such signature shall be binding on the Company). The Securities seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Debentures. The Debentures may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Debenture shall be dated the date of its authentication by the Trustee. (b) A Security Debenture shall not be valid until manually authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security Debenture so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. . (c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series Debentures executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, Debentures signed by its Chief Executive Officer, President or any Senior Vice President and its Secretary Treasurer or any Assistant SecretaryTreasurer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Debentures. (d) In authenticating such Securities Debentures and accepting the additional responsibilities under this Indenture in relation to such SecuritiesDebentures, the Trustee shall be entitled to receive, and (subject to Section 7.019.1) shall be fully protected in relying upon, an Opinion of Counsel stating that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, 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 any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptions. Indenture. (e) The Trustee shall not be required to authenticate such Securities Debentures if the issue of such Securities Debentures pursuant to this Indenture will shall affect the Trustee’s 's own rights, duties or immunities under the Securities Debentures and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentication. The One Officer shall sign the Securities shall be signed on behalf of for the Company by its President, or one of its Vice Presidents, or its Treasurer, or one of its Assistant Treasurers, attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile If an Officer whose signature of any Person who shall have been is on a President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary thereof, notwithstanding the fact Security no longer holds that office at the time the Securities Trustee authenticates the Security, the Security shall be authenticated and delivered or disposed of such Person shall have ceased to be the President or a Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Companyvalid nevertheless. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating AgentTrustee manually authenticates the Security. Such The signature of the Trustee on a Security shall be conclusive evidence and the only evidence that the such Security so authenticated has been duly and validly authenticated and delivered hereunder and that the Holder is entitled to the benefits of issued under this Indenture. A Security shall be dated the date of its authentication. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Trustee shall authenticate and make available for delivery: (1) Initial Securities for original issue on the Issue Date in an aggregate principal amount of $100.0 million, (2) any series executed by Additional Securities for original issue from time to time after the Company Issue Date in such principal amounts as shall be permitted pursuant to the Trustee for authenticationSection 2.14 and Section 3.9(a) and (3) any Securities issued in accordance with Section 2.7 hereof, together with in each case upon its receipt of a written order of the Company for signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the authentication Company (the “Company Order”). Such Company Order shall (i) specify the principal amount of the Securities to be authenticated (ii) specify the date on which the original issue of Securities is to be authenticated, (iii) specify to whom such Securities shall be registered and delivery delivered and (iv) in the case of Additional Securities, certify that such issuance is in compliance with Section 2.14 and 3.9(a). The aggregate principal amount of Initial Securities which may be authenticated and delivered under this Indenture is limited to $100.0 million outstanding. Additionally, the Company may from time to time, without notice to or consent of the Holders, issue Additional Securities in accordance with Section 2.14 and Section 3.9(a) and Securities authenticated and delivered upon transfer of, or in exchange for, or in lieu of, other Securities of the same class pursuant to Section 2.6, Section 2.7, Section 2.9, Section 5.8 and Section 9.5. Notwithstanding anything to the contrary contained in this Indenture, (i) all Securities issued under this Indenture shall vote and consent together on all matters as one class and no series of Securities shall have the right to vote or consent as a separate class on any matter and (ii) the aggregate principal amount of all securities, whether Initial Securities or Additional Securities issued under this Indenture shall not exceed $100.0 million (subject to increase only in accordance with Section 3.9(a) hereof upon a Steering Committee Change of Control). The Trustee may appoint an agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such Securitiesappointment, signed any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by its President the Trustee includes authentication by the Authenticating Agent. In case the Company or any Vice President Subsidiary Guarantor, pursuant to Article IV, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and its Secretary or assets substantially as an entirety to any Assistant SecretaryPerson, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company or any Subsidiary Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article IV, any of the Securities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in accordance the name of the successor Person with such written order changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and deliver Securities as specified in such Securitiesorder for the purpose of such exchange. In authenticating such If Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall at any time be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion new name of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptions. The Trustee shall not be required to authenticate such Securities if the issue of such Securities a successor Person pursuant to this Indenture will affect Section 2.2 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the Trustee’s own rightsoption of the Holders but without expense to them, duties or immunities under shall provide for the exchange of all Securities at the time outstanding for Securities authenticated and this Indenture or otherwise delivered in a manner that is not reasonably acceptable to the Trusteesuch new name.

Execution and Authentication. The Securities shall be signed on behalf of the Company by its President, or one of its Vice Presidents, or its Treasurer, or one of its Assistant Treasurers, under its corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been a President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be the President or a Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company. The seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by its President or any Vice President and its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, 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 that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, 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 any Bankruptcy Law or other other, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ ' rights and to general equity principles and to other customary exceptionsprinciples. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s 's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentication. The Securities shall be signed on behalf of the Company by its Chief Executive Officer or President, together with its Chief Financial Officer or one of its any Vice PresidentsPresident, or its Treasurer, or one of its Assistant Treasurers, attested by or its Secretary Secretary, or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company may use shall bind the facsimile signature of any Person who shall have been a President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary thereofCompany, notwithstanding the fact that at the time the Securities shall be authenticated and delivered such individuals or disposed any of such Person shall them have ceased to be hold such offices prior to the President authentication and delivery of such Securities or a Vice President, or did not hold such offices at the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, date of the Companysuch Securities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by its President Chief Executive Officer or President, together with its Chief Financial Officer or any Vice President and President, or its Secretary Treasurer, or any one of its Assistant Treasurers, or its Secretary, or one of its Assistant Secretaries, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, 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 that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, 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 any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptionsIndenture. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s 's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentication. The Securities shall be signed on behalf of the Company by its the President, or one of its any Vice PresidentsPresident, or its the Treasurer, or one of its any Assistant TreasurersTreasurer, attested by its the Secretary or one any Assistant Secretary (or any other officer of its Assistant Secretariesthe Company designated in writing by or pursuant to authority of the Board of Directors and delivered to the Trustee from time to time); provided that such signing officer shall be listed on an incumbency certificate, containing their specimen signature, provided to the Trustee pursuant to Section 7.02(l) hereof. Signatures The signature of any of these officers on the Securities may be in the form of a manual manual, electronic or facsimile signatureand shall comply with the requirements set forth in Section 12.04 hereof. The Company may use the manual, electronic or facsimile signature of any Person who shall have been a President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be the President or President, a Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, Secretary of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. The Securities shall be dated the date of their authentication. Such signature shall be conclusive evidence and the only evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by its President or the President, any Vice President and its President, the Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receiveprovided with, and (subject to Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating that that: (a) the form and terms thereof have been established in conformity with the provisions of this Indenture and Indenture; and (b) that such Securities, when authenticated and delivered by the Trustee and issued and delivered 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 any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other that applicable laws and legal requirements (with reasonable and customary exceptionsexceptions and qualification for such an Opinion of Counsel). The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will materially and adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner manner, as determined in the Trustee’s sole discretion, that is not reasonably acceptable to the Trustee.

Execution and Authentication. (a) Upon the execution and delivery of this Indenture, or from time to time thereafter, any one or more Officers of the Company (one of whom in each case shall be the Chairman of the Board, any Vice Chairman of the Board, the President, the Chief Executive Officer, the Chief Financial Officer or any Vice President of the Company) may execute Securities on behalf of the Company and such Securities shall be delivered to the Trustee for authentication. (b) The Securities shall be signed for the Company by one or more Officers of the Company (one of whom in each case shall be the Chairman of the Board, any Vice Chairman of the Board, the President, the Chief Executive Officer, the Chief Financial Officer or any Vice President of the Company), by manual or facsimile signature, with or without a corporate seal affixed thereon. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless, and any Security may be signed on behalf of the Company by its Presidentsuch Persons as at the actual date of execution of such Security shall be the proper Officers of the Company, or one as the case may be, even though at the date of its Vice Presidents, or its Treasurer, or one the execution and delivery of its Assistant Treasurers, attested by its Secretary or one this Indenture any such Person was not such Officer. (c) Upon execution and delivery to the Trustee of its Assistant Secretaries. Signatures may be in the form Securities of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been a President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurerseries together with all documents and certificates required by this Indenture, the Secretary or an Assistant Secretary thereofTrustee shall thereupon authenticate and make available for delivery said Securities upon receipt of a Company Order, notwithstanding without any further action by the fact that at Company. Such Company Order shall specify the time amount of the Securities shall to be authenticated and delivered or disposed the date on which such issue of such Person shall have ceased Securities is to be the President or a Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. authenticated. (d) A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating AgentTrustee manually authenticates the Security substantially in the form hereinabove recited. Such signature The signed certificate of authentication of the Trustee on a Security shall be conclusive evidence evidence, and the only evidence evidence, that the such Security so authenticated has been duly and validly authenticated and delivered hereunder and that issued under this Indenture. (e) The Trustee may appoint an agent (the Holder is entitled “Authenticating Agent”) reasonably acceptable to the benefits Company to authenticate the Securities. Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture. At Indenture to authentication by the Trustee includes authentication by the Authenticating Agent. (f) In case a Successor Company has executed an indenture supplemental hereto with the Trustee pursuant to Article IV, any time and of the Securities authenticated or delivered prior to such transaction may, from time to time after time, at the execution request of the Successor Company, be exchanged for other Securities executed in the name of the Successor Company with such changes in phraseology and delivery of this Indentureform as may be appropriate, the Company may deliver Securities of any series executed by the Company but otherwise identical to the Trustee Securities surrendered for authenticationsuch exchange and of like Principal Amount; and the Trustee, together with a written order upon Company Order of the Company for the authentication and delivery of such SecuritiesSuccessor Company, signed by its President or any Vice President and its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver Securities as specified in such Securitiesorder for the purpose of such exchange. In authenticating such If Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall at any time be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, when authenticated and delivered by the Trustee and issued by the in any new name of a Successor 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 any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptions. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect Section 2.04(f) in exchange or substitution for or upon registration of transfer of any Securities, such Successor Company, at the Trustee’s own rightsoption of the Holders but without expense to them, duties or immunities under shall provide for the exchange of all Securities at the time Outstanding for Securities authenticated and this Indenture or otherwise delivered in a manner that is not reasonably acceptable to the Trusteesuch new name.

Execution and Authentication. The Debt Securities shall be signed on behalf of the Company by its President, President or one of its Vice Presidents, or under its Treasurer, or one of its Assistant Treasurers, corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been a President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the a Secretary or an Assistant Secretary thereof, notwithstanding the fact that at the time the Debt Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be the President or a Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company. The seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities. The Debt Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Debt Security shall be dated the date of its authentication by the Trustee. A Debt Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Debt Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Debt Securities, signed by its President or any Vice President and its Secretary Treasurer or any Assistant SecretaryTreasurer, and the Trustee in accordance with such written order shall authenticate and deliver such Debt Securities. In authenticating such Debt Securities and accepting the additional responsibilities under this Indenture in relation to such Debt Securities, the Trustee shall be entitled to receive, and (subject to Section 7.017.1) shall be fully protected in relying upon, an Opinion of Counsel stating that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, 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 any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptionsIndenture. The Trustee shall not be required to authenticate such Debt Securities if the issue of such Debt Securities pursuant to this Indenture will affect the Trustee’s 's own rights, duties or immunities under the Debt Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentication. The Securities shall be signed on behalf of the Company by any two of its President, or one of its any Vice PresidentsPresident, or its Treasurer, or one of its any Assistant TreasurersTreasurer, attested by its Secretary or one of its any Assistant SecretariesSecretary. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been a President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be the President or a Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by its President or any Vice President and its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, 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 that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, 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 any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptionsprinciples. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentication. (a) The Securities Debentures shall be signed on behalf of the Company by its PresidentChief Executive Officer, President or one of its Vice Presidents, or under its Treasurer, or one of its Assistant Treasurers, corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been a Chief Executive Officer, President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the a Secretary or an Assistant Secretary thereof, notwithstanding the fact that at the time the Securities Debentures shall be authenticated and delivered or disposed of such Person shall have ceased to be the Chief Executive Officer, President or a Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company (and any such signature shall be binding on the Company). The Securities seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Debentures. The Debentures may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Debenture shall be dated the date of its authentication by the Trustee. (b) A Security Debenture shall not be valid until manually authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security Debenture so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. . (c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series Debentures executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, Debentures signed by its Chief Executive Officer, President or any Vice President and its Secretary Treasurer or any Assistant SecretaryTreasurer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Debentures. (d) In authenticating such Securities Debentures and accepting the additional responsibilities under this Indenture in relation to such SecuritiesDebentures, the Trustee shall be entitled to receive, and (subject to Section 7.019.1) shall be fully protected in relying upon, an Opinion of Counsel stating that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, 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 any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptions. Indenture. (e) The Trustee shall not be required to authenticate such Securities Debentures if the issue of such Securities Debentures pursuant to this Indenture will shall affect the Trustee’s 's own rights, duties or immunities under the Securities Debentures and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentication. The Debt Securities shall be signed on behalf of the Company by its PresidentChairman, President or one of its Vice Presidents, or under its Treasurer, or one of its Assistant Treasurers, corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been a President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the a Secretary or an Assistant Secretary thereof, notwithstanding the fact that at the time the Debt Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be the President or a Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company. The seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities. The Debt Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Debt Security shall be dated the date of its authentication by the Trustee. A Debt Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Debt Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Debt Securities, signed by its President or any Vice President and its Secretary Treasurer or any Assistant SecretaryTreasurer, and the Trustee in accordance with such written order shall authenticate and deliver such Debt Securities. In authenticating such Debt Securities and accepting the additional responsibilities under this Indenture in relation to such Debt Securities, 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 that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, 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 any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptionsIndenture. The Trustee shall not be required to authenticate such Debt Securities if the issue of such Debt Securities pursuant to this Indenture will affect the Trustee’s 's own rights, duties or immunities under the Debt Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentication. The terms and provisions contained in the Securities annexed hereto as Exhibit A and Exhibit B shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Securities shall be signed executed on behalf of the Company by its PresidentChairman of the Board of Directors, or one of its Vice PresidentsChief Executive Officer, or its TreasurerChief Financial Officer, or one of its Assistant Treasurers, attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been a President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be the President or a Vice President, or the its Treasurer, an Assistant Treasurer, the its Controller or its Secretary or an Assistant Secretaryany authorized signatory that is not a corporation. The signature of any of these officers on the Securities may be manual, facsimile or electronic (including “.pdf”). Securities bearing the manual, facsimile or electronic (including “.pdf”) signatures of individuals who were at any time the proper officers of the Company shall bind the Company. The Securities may contain , notwithstanding that such notations, legends individuals or endorsements required by law, stock exchange rule or usage. A Security shall not be valid until authenticated manually by an authorized signatory any of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled them have ceased to hold such offices prior to the benefits authentication and delivery of this Indenturesuch Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company Order for the authentication and delivery of such Securities, signed by its President or any Vice President which shall specify the amount of the Securities to be authenticated and its Secretary or any Assistant Secretarythe date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 3.13 after the Issue Date, shall certify that such issuance is in compliance with Section 10.08; and the Trustee in accordance with such written order Company Order shall authenticate and deliver such Securities. In authenticating such Securities and accepting the additional responsibilities under as provided in this Indenture in relation to such Securities, and not otherwise. Each Security shall be dated the Trustee date of its authentication. No Security shall be entitled to receiveany benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and (subject to Section 7.01) such certificate upon any Security shall be fully protected in relying uponconclusive evidence, an Opinion of Counsel stating that and the form and terms thereof have been established in conformity with the provisions of this Indenture and only evidence, that such Securities, when Security has been duly authenticated and delivered hereunder. Authentication by counterpart shall satisfy the Trustee requirements of this Section 3.03 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 requirements of the Company enforceable in accordance with their terms, subject to any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptions. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the TrusteeSecurities.

Execution and Authentication. The Securities Notes shall be signed executed on behalf of the Company (i) by its Chairman of the Board of Directors or a Vice Chairman of the Board of Directors or its President or an Executive Vice President, and (ii) by its Chief Financial Officer, Treasurer or one of its Vice Presidents, an Assistant Treasurer or its Treasurer, or one of its Assistant Treasurers, attested by its Secretary or one of its an Assistant SecretariesSecretary. Signatures Each such signature upon the Notes may be in the form of a manual facsimile signature of any such officer and may be imprinted or facsimile signature. The otherwise reproduced on the Notes and for that purpose the Company may adopt and use the facsimile signature of any Person person who has been or is or shall be such officer. In case any such officer of the Company signing any of the Notes shall cease to be such officer before such Notes so signed shall have been a President authenticated and made available for delivery by the Trustee or Vice President thereofby the Authenticating Agent on its behalf, or disposed of any Person who shall have been by the TreasurerCompany, an Assistant Treasurer, the Secretary or an Assistant Secretary thereof, notwithstanding the fact that at the time the Securities shall such Notes nevertheless may be authenticated and delivered or disposed of as though such Person shall have person had not ceased to be the President or a Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, such officer of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. A Security Company shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence execute and the only evidence that Trustee shall, in accordance with this Section and the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such SecuritiesCompany, signed by its President or any Vice President and its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. In authenticating such Securities one or more Notes in global form that (i) shall represent and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled denominated in an amount equal to receivethe original issue price of the Outstanding Notes to be represented by such Note or Notes in global form, and (subject to Section 7.01ii) shall be fully protected registered, if a registered Note, in relying uponthe name of the depositary for such Note or Notes in global form or the nominee of such depositary, an Opinion of Counsel stating that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, when authenticated and (iii) shall be delivered by the Trustee to such depositary and issued (iv) shall bear the legend set forth in Section 2.5 and any other legend permitted under this Indenture. Each depositary designated by the Company for a registered Note in global form must, at the manner time of its designation and subject to at all times while it serves as depositary, be a clearing agency registered under the Exchange Act and 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 any Bankruptcy Law other applicable statute or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptionsregulation. The Trustee shall not be required have no responsibility to authenticate such Securities determine if the issue depositary is so registered. Each depositary shall enter into an agreement with the Trustee governing the respective duties and rights of such Securities pursuant depositary and the Trustee with regard to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise Notes issued in a manner that is not reasonably acceptable to the Trusteeglobal form.

Execution and Authentication. (a) The Securities Debentures shall be signed on behalf of the Company by its PresidentChief Executive Officer, President or one of its Executive Vice Presidents, or under its Treasurer, or one of its Assistant Treasurers, corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been a Chief Executive Officer, President or Executive Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the a Secretary or an Assistant Secretary thereof, notwithstanding the fact that at the time the Securities Debentures shall be authenticated and delivered or disposed of such Person shall have ceased to be the Chief Executive Officer, President or a an Executive Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company (and any such signature shall be binding on the Company). The Securities seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Debentures. The Debentures may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Debenture shall be dated the date of its authentication by the Trustee. (b) A Security Debenture shall not be valid until manually authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security Debenture so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. . (c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series Debentures executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, Debentures signed by its Chief Executive Officer, President or any Executive Vice President and its Secretary Treasurer or any Assistant SecretaryTreasurer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Debentures. (d) In authenticating such Securities Debentures and accepting the additional responsibilities under this Indenture in relation to such SecuritiesDebentures, the Trustee shall be entitled to receive, and (subject to Section 7.019.1) shall be fully protected in relying upon, an Opinion of Counsel stating that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, 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 any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptions. Indenture. (e) The Trustee shall not be required to authenticate such Securities Debentures if the issue of such Securities Debentures pursuant to this Indenture will shall affect the Trustee’s own rights, duties or immunities under the Securities Debentures and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentication. The Securities shall be signed on behalf of the Company by any of two of its President, or one of its any Vice PresidentsPresident, or its Treasurer, or one of its any Assistant TreasurersTreasurer, attested by its Secretary or one of its any Assistant SecretariesSecretary. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been a President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be the President or a Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by its President or any Vice President and its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, 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 that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, 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 any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptionsprinciples. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentication. The Securities shall be signed on behalf of the Company by its the President, or one of its any Vice PresidentsPresident, or its the Treasurer, or one of its any Assistant TreasurersTreasurer, attested by its the Secretary or one any Assistant Secretary (or any other officer of its Assistant Secretariesthe Company designated in writing by or pursuant to authority of the Board of Directors and delivered to the Trustee from time to time); provided that such signing officer shall be listed on an incumbency certificate, containing their specimen signature, provided to the Trustee pursuant to Section 7.02(l) hereof. Signatures The signature of any of these officers on the Securities may be in the form of a manual manual, electronic or facsimile signatureand shall comply with the requirements set forth in Section 12.04 hereof. The Company may use the manual, electronic or facsimile signature of any Person who shall have been a President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be the President or President, a Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, Secretary of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. The Securities shall be dated the date of their authentication. Such signature shall be conclusive evidence and the only evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by its President or the President, any Vice President and its President, the Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receiveprovided with, and (subject to Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating that that: (1) the form and terms thereof have been established in conformity with the provisions of this Indenture and Indenture; and (2) that such Securities, when authenticated and delivered by the Trustee and issued and delivered 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 any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other that applicable laws and legal requirements (with reasonable and customary exceptionsexceptions and qualification for such an Opinion of Counsel). The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will materially and adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner manner, as determined in the Trustee’s sole discretion, that is not reasonably acceptable to the Trustee.

Execution and Authentication. The Two Officers shall execute the Securities shall be signed on behalf of the Company by its President, or one of its Vice Presidents, or its Treasurer, or one of its Assistant Treasurers, attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a either manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been a President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be the President or a Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may many deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company Order for the authentication and delivery of such Securities, signed by its President or any Vice President and its Secretary or any Assistant Secretary, ; and the Trustee in accordance with such written order Company Order shall authenticate and deliver such SecuritiesSecurities as provided in this Indenture and not otherwise. In authenticating such Securities and accepting the additional responsibilities A Security shall not be entitled to any benefit under this Indenture in relation to such Securities, or be valid or obligatory for any purpose until the Trustee manually signs the certificate of authentication on the Security. The Trustee's signature on such certificate shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating conclusive evidence that the form and terms thereof have Security has been established in conformity with the provisions of authenticated under this Indenture and that such Securities, 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 any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptionsIndenture. The Trustee shall authenticate Initial Securities for original issue in an aggregate principal amount not to exceed $475,000,000, upon receipt of a Company Order. In addition, on or prior to the date of the Registered Exchange Offer, the Trustee or an authenticating agent shall authenticate Exchange Securities (including any Private Exchange Securities which will be required in the form of Exhibit A-2 but which shall have the restrictive legend contained in Exhibit A-1) to be issued at the time of the Registered Exchange Offer in the aggregate principal amount of up to $475,000,000 upon receipt of a Company Order of the Company. In each case, the Company Order shall specify the amount of Securities to be authenticated, the names of the persons in which such Securities shall be registered and the date on which such Securities are to be authenticated and direct the Trustee to authenticate such Securities if together with an Officer's Certificate certifying that all conditions precedent to the issue issuance of such Securities contained herein have been complied with. The aggregate principal amount of Securities outstanding at any time may not exceed $475,000,000, except as provided in Section 3.04 hereof. The certificates representing the Securities will be issued in fully registered form, without coupons and only in denominations of $1,000 and any integral multiple thereof. Except as described below, the Securities will be deposited with, or on behalf of, the Depository, and registered in the name of Cede & Co. as the Depository's nominee in the form of a global note certificate substantially in the form of Exhibit A-1 (the "Global Security"). Securities purchased by or transferred to (i) Institutional Accredited Investors who are not Qualified Institutional Buyers, (ii) except as described below, persons outside the United States pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities sales in accordance with Regulation S under the Securities Act or (iii) any other persons who are not Qualified Institutional Buyers (collectively, "Non-Global Purchasers") will be issued in registered form without coupons substantially in the form of Exhibit A-1 (the "U.S. Physical Securities"). Upon the transfer to a Qualified Institutional Buyer of U.S. Physical Securities initially issued to a Non-Global Purchaser, such U.S. Physical Security will be exchanged for an interest in the Global Security or in the Securities in the custody of the Trustee representing the principal amount of Securities being transferred. Securities purchased by persons outside the United States pursuant to sales in accordance with Regulation S under the Securities Act will be represented upon issuance by a temporary global note certificate substantially in the form of Exhibit A-1 (the "Offshore Physical Securities" and, together with the U.S. Physical Securities, the "Physical Securities") which will not be exchangeable for U.S. Physical Securities until the expiration of the "40-day restricted period" within the meaning of Rule 903(c)(3) of Regulation S under the Securities Act. The Offshore Physical Securities will be registered in the name of, and this Indenture or otherwise in a manner that is not reasonably acceptable be held by, an offshore physical security holder (the "Offshore Physical Security Holder") until the expiration of such 40-day period, at which time the Offshore Physical Securities will be delivered to the Trustee.Trustee in exchange for Securities registered in the names requested by the Offshore Physical Security Holder. In addition, until the expiration of such 40-day period, transfers of interests in the Offshore Physical Securities can only be effected through the Offshore Physical Security Holder in accordance with the requirements of Section 3.17 hereof. 40 - 33 -

Execution and Authentication. The Securities shall be signed on behalf of the Company by its President, or one of its Vice Presidents, or its Treasurer, or one of its Assistant Treasurers, under its corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been a President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be the President or a Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company. The seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by its President or any Vice President and its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, 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 that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, 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 any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptions(regardless of whether enforcement is sought in a proceeding in equity or at law). The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentication. The Securities shall be signed on behalf of the Company by any of two of its President, or one of its any Vice PresidentsPresident, or its Treasurer, or one of its any Assistant TreasurersTreasurer, attested by its Secretary or one of its any Assistant SecretariesSecretary. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been a President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be the President or a Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. The Securities shall be dated the date of their authentication. Such signature shall be conclusive evidence and the only evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by its President or any Vice President and its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receiveprovided with, and (subject to Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, 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 any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and that applicable laws and legal requirements (with reasonable and customary exceptions and qualification for such an Opinion of Counsel) in respect to other customary exceptionsthe execution and delivery by the Company of such Securities have been complied with. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentication. The Securities shall be signed on behalf of the Company by its Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, Treasurer, Controller, Secretary or any one of its Vice Presidents, or its Treasurer, or one of its Assistant Treasurers, attested by its Secretary Assistant Controllers or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been a President or Vice President thereofChief Executive Officer, or of any Person who shall have been the President, Chief Operating Officer, Chief Financial Officer, Treasurer, an Controller, Secretary, Vice President, Assistant Treasurer, the Secretary Assistant Controller or an Assistant Secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be the President Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, the Controller, the Secretary or a Vice President, or the an Assistant Treasurer, an Assistant Treasurer, the Secretary Controller or an Assistant Secretary, Secretary of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee or an Authenticating Agent. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, Trustee or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder Securityholder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee or an Authenticating Agent for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by its President or any Vice President and its Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, Treasurer, Controller, Secretary or any one of its Vice Presidents, Assistant SecretaryTreasurers, Assistant Controllers or Assistant Secretaries and the Trustee or an Authenticating Agent in accordance with such written order shall authenticate and deliver such Securities. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, 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 to the effect that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, 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 any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptionsIndenture. The Trustee shall not be required to authenticate such Securities if (i) the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, protections, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee (ii) the Trustee, being advised by counsel, determines in good faith that such action may not be taken lawfully; or (iii) the Trustee, being advised by counsel, determines in good faith that such action would expose the Trustee to personal liability to the Securityholders of any then Outstanding series of Securities or that the terms of such Securities established pursuant to a Board Resolution, and set forth in an Officers’ Certificate, would adversely affect it.

Execution and Authentication. The terms and provisions contained in the Securities annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Securities shall be signed executed on behalf of the Company by its PresidentChairman of the Board of Directors, its Chief Executive Officer, its President or one of its Vice Presidents, its Chief Operating Officer, its Chief Financial Officer or its Treasurer, or one any authorized signatory that is not a corporation. The signature of its Assistant Treasurers, attested by its Secretary or one any of its Assistant Secretaries. Signatures these officers on the Securities may be in manual or facsimile. Securities bearing the form of a manual or facsimile signature. The signatures of individuals who were at any time the proper officers of the Company may use shall bind the facsimile signature of any Person who shall have been a President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary thereofCompany, notwithstanding the fact that at the time the Securities shall be authenticated and delivered such individuals or disposed any of such Person shall them have ceased to be the President or a Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company. The Securities may contain hold such notations, legends or endorsements required by law, stock exchange rule or usage. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled offices prior to the benefits authentication and delivery of this Indenturesuch Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company Order for the authentication and delivery of such Securities, signed by its President or any Vice President which shall specify the amount of the Securities to be authenticated and its Secretary or any Assistant Secretarythe date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 3.13 after the Issue Date, shall certify that such issuance is in compliance with Section 10.09, and the Trustee in accordance with such written order Company Order shall authenticate and deliver such Securities. In authenticating such Securities and accepting the additional responsibilities under as provided in this Indenture in relation to such Securities, and not otherwise. Each Security shall be dated the Trustee date of its authentication. No Security shall be entitled to receiveany benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and (subject to Section 7.01) such certificate upon any Security shall be fully protected in relying uponconclusive evidence, an Opinion of Counsel stating that and the form and terms thereof have been established in conformity with the provisions of this Indenture and only evidence, that such Securities, when Security has been duly authenticated and delivered hereunder. Authentication by counterpart shall satisfy the requirements of this Section 3.03 and the requirements of the Securities. This Indenture shall be valid, binding, and enforceable against a party when executed and delivered by an authorized individual on behalf of the party by means of (i) an original manual signature; (ii) a faxed, scanned, or photocopied manual signature, or (iii) any other electronic signature permitted by the Trustee federal Electronic Signatures in Global and issued by the Company in the manner and subject to any conditions specified in such Opinion of CounselNational Commerce Act, will constitute valid and legally binding obligations state enactments of the Company enforceable Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including any relevant provisions of the Uniform Commercial Code (collectively, “Signature Law”), in accordance with their termseach case to the extent applicable. Each faxed, subject to any Bankruptcy Law scanned, or photocopied manual signature, or other insolvencyelectronic signature, fraudulent transfershall for all purposes have the same validity, reorganizationlegal effect, moratorium and similar laws admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of general applicability relating any other party and shall have no duty to investigate, confirm or affecting creditors’ rights otherwise verify the validity or authenticity thereof. This Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute one and to general equity principles and to other customary exceptionsthe same instrument. The Trustee For the avoidance of doubt, original manual signatures shall not be used for execution or indorsement of writings when required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture Uniform Commercial Code or otherwise in a manner that is not reasonably acceptable other Signature Law due to the Trusteecharacter or intended character of the writings.

Execution and Authentication. (a) The Securities Debentures shall be signed on behalf of the Company by its PresidentChief Executive Officer, President or one of its Vice Presidents, or under its Treasurer, or one of its Assistant Treasurers, corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been a Chief Executive Officer, President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the a Secretary or an Assistant Secretary thereof, notwithstanding the fact that at the time the Securities Debentures shall be authenticated and delivered or disposed of such Person shall have ceased to be the Chief Executive Officer, President or a Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company. The Securities seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Debentures. The Debentures may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Debenture shall be dated the date of its authentication by the Trustee. (b) A Security Debenture shall not be valid until manually authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security Debenture so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. . (c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series Debentures executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, Debentures signed by its Chief Executive Officer, President or any Vice President and its Secretary Treasurer or any Assistant SecretaryTreasurer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Debentures. (d) In authenticating such Securities Debentures and accepting the additional responsibilities under this Indenture in relation to such SecuritiesDebentures, the Trustee shall be entitled to receive, and (subject to Section 7.019.1) shall be fully protected in relying upon, an Opinion of Counsel stating that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, 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 any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptions. Indenture. (e) The Trustee shall not be required to authenticate such Securities Debentures if the issue of such Securities Debentures pursuant to this Indenture will shall affect the Trustee’s 's own rights, duties or immunities under the Securities Debentures and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentication. The Securities Debentures shall be signed on behalf of the Company by by, its President, or one of its Vice Presidents, or its Treasurer, or one of its Assistant Treasurers, attested by or its Secretary Secretary, or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been a President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the a Secretary or an Assistant Secretary thereof, notwithstanding the fact that at the time the Securities Debentures shall be authenticated and delivered or disposed of of, such Person shall have ceased to be the President or a Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, Secretary of the Company. The Securities may contain such notations, legends or endorsements required Debentures shall be dated the date of its authentication by law, stock exchange rule or usagethe Indenture Trustee. A Security The Debentures shall not be valid until authenticated manually by an authorized signatory of the Indenture Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security Debentures so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company Debentures to the Indenture Trustee for authentication, together with a written order of the Company for the authentication and delivery of such SecuritiesDebentures, signed by its President or any Vice President and its Secretary or any Assistant Secretary, and the Indenture Trustee in accordance with such written order shall authenticate and deliver such SecuritiesDebentures. In authenticating such Securities Debentures and accepting the additional responsibilities under this Indenture in relation to such SecuritiesDebentures, the Indenture Trustee shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, 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 any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptionsIndenture. The Indenture Trustee shall not be required to authenticate such Securities Debentures if the issue of such Securities Debentures pursuant to this Indenture will affect the Indenture Trustee’s 's own rights, duties or immunities under the Securities Debentures and this Indenture or otherwise in a manner that is not reasonably acceptable to the Indenture Trustee.

Execution and Authentication. The Securities shall be signed on behalf of the Company by its Chairman of the Board of Directors, the Vice Chairman, the President or any Vice President, or one of its Vice Presidents, or together with its Treasurer, or one of its Assistant Treasurers, or its Secretary, or one of its Assistant Secretaries, under its corporate seal which may, but need not be, attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company may use shall bind the facsimile signature of any Person who shall have been a President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary thereofCompany, notwithstanding the fact that at the time the Securities shall be authenticated and delivered such individuals or disposed any of such Person shall them have ceased to be hold such offices prior to the President authentication and delivery of such Securities or a Vice President, or did not hold such offices at the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, date of such Securities. The seal of the CompanyCompany may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by its President or Chairman of the Board of Directors, the Vice Chairman, the President, any Vice President and President, the Treasurer, or one of its Secretary Assistant Treasurers, or any its Secretary, or one of its Assistant SecretarySecretaries, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, 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 stating: (1) that the form and terms thereof have of such Securities has been established by a supplemental indenture or by or pursuant to a resolution of the Board of Directors in accordance with Sections 2.01 and 2.02 and in conformity with the provisions of this Indenture Indenture; (2) that the terms of such Securities have been established in accordance with Section 2.01 and in conformity with the other provisions of this Indenture; (3) that such Securities, 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 Company, enforceable in accordance with their terms, subject to any Bankruptcy Law or other bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium reorganization and similar other laws of general applicability relating to or affecting the enforcement of creditors’ ' rights and to general equity principles principles; and (4) that all laws and to other customary exceptionsrequirements in respect of the execution and delivery by the Company of such Securities have been complied with. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s 's own rights, duties or immunities immuni ties under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentication. The Debt Securities shall be signed on behalf of the Company by its President, President or one of its Vice Presidents, or under its Treasurer, or one of its Assistant Treasurers, corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been a President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the a Secretary or an Assistant Secretary thereof, notwithstanding the fact that at the time the Debt Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be the President or a Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company. The seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities. The Debt Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Debt Security shall be dated the date of its authentication by the Trustee. A Debt Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Debt Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Debt Securities, signed by its President or any Vice President and its Secretary Treasurer or any Assistant SecretaryTreasurer, and the Trustee in accordance with such written order shall authenticate and deliver such Debt Securities. In authenticating such Debt Securities and accepting the additional responsibilities under this Indenture in relation to such Debt Securities, 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 that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, 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 any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptionsIndenture. The Trustee shall not be required to authenticate such Securities if the issue of such Debt Securities pursuant to this Indenture will affect the Trustee’s 's own rights, duties or immunities under the Debt Securities and this Indenture or otherwise in a manner that is not reasonably reasonable acceptable to the Trustee.

Execution and Authentication. (a) The Securities Debentures shall be signed on behalf of the Company by its Presidentchairman, president, chief executive officer, or one of its Vice Presidentssenior or executive vice presidents, or under its Treasurer, corporate seal attested by its secretary or one of its Assistant Treasurers, attested by its Secretary or one of its Assistant Secretariesassistant secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been chairman, president, chief executive officer or a President senior or Vice President executive vice president thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the Secretary a secretary or an Assistant Secretary assistant secretary thereof, notwithstanding the fact that at the time the Securities Debentures shall be authenticated and delivered or disposed of such Person shall have ceased to be the President chairman, president, chief executive officer or a Vice Presidentsenior or executive vice president, or the Treasurer, an Assistant Treasurer, the Secretary secretary or an Assistant Secretaryassistant secretary, of the Company (and any such signature shall be binding on the Company). The Securities seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Debentures. The Debentures may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Debenture shall be dated the date of its authentication by the Trustee. (b) A Security Debenture shall not be valid until manually authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security Debenture so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. . (c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series Debentures executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, Debentures signed by its President chairman, president, chief executive officer, or any Vice President senior or executive vice president and its Secretary treasurer or any Assistant Secretaryassistant treasurer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Debentures. (d) In authenticating such Securities Debentures and accepting the additional responsibilities under this Indenture in relation to such SecuritiesDebentures, the Trustee shall be entitled to receive, and (subject to Section 7.01subject (e) shall be fully protected in relying upon, an Opinion of Counsel stating that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, 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 any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptions. The Trustee shall not be required to authenticate such Securities Debentures if the issue of such Securities Debentures pursuant to this Indenture will shall affect the Trustee’s 's own rights, duties or immunities under the Securities Debentures and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentication. The Securities shall be signed on behalf of the Company by its Chairman of the Board of Directors, the Vice Chairman, the President or any Vice President, or one of its Vice Presidents, or together with its Treasurer, or one of its Assistant Treasurers, or its Secretary, or one of its Assistant Secretaries, under its corporate seal which may, but need not be, attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company may use shall bind the facsimile signature of any Person who shall have been a President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary thereofCompany, notwithstanding the fact that at the time the Securities shall be authenticated and delivered such individuals or disposed any of such Person shall them have ceased to be hold such offices prior to the President authentication and delivery of such Securities or a Vice President, or did not hold such offices at the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, date of such Securities. The seal of the CompanyCompany may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by its Chairman of the Board of Directors, the Vice Chairman, the President or any Vice President and President, together with its Secretary Treasurer, or any one of its Assistant Treasurers, or its Secretary, or one of its Assistant Secretaries, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, 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 that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, 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 any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptions. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the TrusteeIndenture.

Execution and Authentication. The Securities shall be signed on behalf of the Company by its President, or one of its Vice Presidents, or its Treasurer, or one of its Assistant Treasurers, under its corporate seal attested by its Secretary or one of its Assistant Secretaries; provided however, that failure to affix a seal shall not affect the validity of any Security. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been a President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be the President or a Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company. The seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by its President or any Vice President and its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, 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 that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, 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 any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptionsprinciples. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentication. (a) The Securities Debentures shall be signed on behalf of the Company by its PresidentChairman, Chief Executive Officer, President or one of its Vice Presidents, or under its Treasurer, or one of its Assistant Treasurers, corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been a Chairman, Chief Executive Officer, President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the a Secretary or an Assistant Secretary thereof, notwithstanding the fact that at the time the Securities Debentures shall be authenticated and delivered or disposed of such Person shall have ceased to be the Chairman, Chief Executive Officer, President or a Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company (and any such signature shall be binding on the Company). The Securities seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Debentures. The Debentures may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Debenture shall be dated the date of its authentication by the Trustee. (b) A Security Debenture shall not be valid until manually authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security Debenture so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. . (c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series Debentures executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, Debentures signed by its Chairman, Chief Executive Officer, President or any Vice President and its Secretary Treasurer or any Assistant SecretaryTreasurer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Debentures. (d) In authenticating such Securities Debentures and accepting the additional responsibilities under this Indenture in relation to such SecuritiesDebentures, the Trustee shall be entitled to receive, and (subject to Section 7.019.1) shall be fully protected in relying upon, an Opinion of Counsel stating that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, 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 any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptions. Indenture. (e) The Trustee shall not be required to authenticate such Securities Debentures if the issue of such Securities Debentures pursuant to this Indenture will shall affect the Trustee’s 's own rights, duties or immunities under the Securities Debentures and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentication. The Securities of each series shall be signed in the name and on behalf of the Company by its President, or one of its Vice Presidents, or its Treasurer, or one of its Assistant Treasurers, attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been a President its Chief Executive Officer, President, Chief Financial Officer, Chief Accounting Officer, 4▇▇▇▇▇▇▇.4 Controller, Treasurer or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed any of such Person shall have ceased to be the President or a its Executive Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this IndenturePresidents. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company Order for the authentication and delivery of such Securities, signed by its President or any Vice President and its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order Company Order shall authenticate and deliver such Securities. In authenticating such Securities and accepting A Security will not be valid until an authorized signatory of the additional responsibilities Trustee manually signs the certificate of authentication on the Security. The signature will be conclusive evidence that the Security has been authenticated under this Indenture in relation Indenture. In case any Officer of the Company who shall have signed any of the Securities shall cease to be such Securities, Officer before the Trustee Securities so signed shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, when authenticated and delivered by the Trustee and issued Trustee, or disposed of by the Company in Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the manner Person who signed such Securities had not ceased to be such Officer of the Company; and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations Security may be signed on behalf of the Company enforceable by such persons as, at the actual date of the execution of such Security, shall be the Officers of the Company, although at the date of the execution of this Indenture any such Person was not such an Officer. If the Company shall establish pursuant to Section 2.01 that the Securities of a series are to be issued in accordance whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Securities, (ii) shall be registered, if in registered form, in the name of the Depositary for such Global Security or Global Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or the applicable Security Custodian or pursuant to such Depositary’s instruction and (iv) shall bear a legend substantially to the effect (or to such other effect as may be required by such Depositary) as set forth on Exhibit A. The aggregate principal amount of each Global Security may from time to time be increased or decreased by adjustments made on the records of the Security Custodian, as provided in this Indenture, or on a schedule to such Global Security. Each Depositary designated pursuant to Section 2.01 for a Global Security in registered form must, at the time of its designation and at all times while it serves as such Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. Members of, or participants in, the Depositary (“Members”) shall have no rights under this Indenture with their terms, subject respect to any Bankruptcy Law Global Security held on their behalf by the Depositary or by the Security Custodian under such Global Security, and the Depositary may be treated by the Company, the Trustee, the Paying Agent and the Registrar and any of their agents as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, the Paying Agent or the Registrar or any of their agents from giving effect to any written certification, proxy or other insolvencyauthorization furnished by the Depositary or impair, fraudulent transferas between the Depositary and its Members, reorganization, moratorium and similar laws the operation of general applicability relating to or affecting creditors’ customary practices of the Depositary governing the exercise of the rights and to general equity principles and to other customary exceptionsof an owner of a beneficial interest in any Global Security. The Trustee shall not be required to authenticate such Securities if the issue Holder of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.Global Security may grant proxies and

Execution and Authentication. The terms and provisions contained in the Securities annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Securities shall be signed executed on behalf of the Company by its PresidentChairman of the Board of Directors, or one of its Vice PresidentsChief Executive Officer, or its TreasurerChief Financial Officer, or one of its Assistant Treasurers, attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been a President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be the President or a Vice President, or the its Treasurer, an Assistant Treasurer, the its Controller or its Secretary or an Assistant Secretary, any authorized signatory that is not a corporation. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company. The Securities may contain , notwithstanding that such notations, legends individuals or endorsements required by law, stock exchange rule or usage. A Security shall not be valid until authenticated manually by an authorized signatory any of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled them have ceased to hold such offices prior to the benefits authentication and delivery of this Indenturesuch Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company Order for the authentication and delivery of such Securities, signed by its President or any Vice President which shall specify the amount of the Securities to be authenticated and its Secretary or any Assistant Secretarythe date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 3.13 after the Issue Date, shall certify that such issuance is in compliance with Section 10.08; and the Trustee in accordance with such written order Company Order shall authenticate and deliver such Securities. In authenticating such Securities and accepting the additional responsibilities under as provided in this Indenture in relation to such Securities, and not otherwise. Each Security shall be dated the Trustee date of its authentication. No Security shall be entitled to receiveany benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and (subject to Section 7.01) such certificate upon any Security shall be fully protected in relying uponconclusive evidence, an Opinion of Counsel stating that and the form and terms thereof have been established in conformity with the provisions of this Indenture and only evidence, that such Securities, when Security has been duly authenticated and delivered hereunder. Authentication by counterpart shall satisfy the Trustee requirements of this Section 3.03 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 requirements of the Company enforceable in accordance with their terms, subject to any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptions. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the TrusteeSecurities.

Execution and Authentication. The terms and provisions contained in the Securities annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Securities shall be signed executed on behalf of the Company by its PresidentChairman of the Board of Directors, its Chief Executive Officer, its President or one of its Vice Presidents, its Chief Operating Officer, its Chief Financial Officer or its Treasurer, or one any authorized signatory that is not a corporation. The signature of its Assistant Treasurers, attested by its Secretary or one any of its Assistant Secretaries. Signatures these officers on the Securities may be in manual or facsimile. Securities bearing the form of a manual or facsimile signature. The signatures of individuals who were at any time the proper officers of the Company may use shall bind the facsimile signature of any Person who shall have been a President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary thereofCompany, notwithstanding the fact that at the time the Securities shall be authenticated and delivered such individuals or disposed any of such Person shall them have ceased to be the President or a Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company. The Securities may contain hold such notations, legends or endorsements required by law, stock exchange rule or usage. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled offices prior to the benefits authentication and delivery of this Indenturesuch Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company Order for the authentication and delivery of such Securities, signed by its President or any Vice President which shall specify the amount of the Securities to be authenticated and its Secretary or any Assistant Secretarythe date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 3.13 after the Issue Date, shall certify that such issuance is in compliance with Section 10.08 and Section 10.12; and the Trustee in accordance with such written order Company Order shall authenticate and deliver such Securities. In authenticating such Securities and accepting the additional responsibilities under as provided in this Indenture in relation to such Securities, and not otherwise. Each Security shall be dated the Trustee date of its authentication. No Security shall be entitled to receiveany benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and (subject to Section 7.01) such certificate upon any Security shall be fully protected in relying uponconclusive evidence, an Opinion of Counsel stating that and the form and terms thereof have been established in conformity with the provisions of this Indenture and only evidence, that such Securities, when Security has been duly authenticated and delivered hereunder. Authentication by counterpart shall satisfy the Trustee requirements of this Section 3.03 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 requirements of the Company enforceable in accordance with their terms, subject to any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptions. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the TrusteeSecurities.

Execution and Authentication. The Securities shall (A) After their authorization pursuant to a Supplemental Indenture, Bonds of a Series may be signed executed pursuant to or on behalf of the Company Authority and delivered to an Authenticating Agent for authentication. The Bonds shall be executed in the name and on behalf of the Authority by its Presidentthe manual or facsimile signature of the Chairman or other Authorized Officer, or one in such other manner as may be required by law or the resolution authorizing the Bonds of its Vice Presidentsa Series. The corporate seal of the Authority (or a facsimile thereof) shall be thereunto affixed, imprinted, engraved, or its Treasurerotherwise reproduced thereon and attested to by the manual or facsimile signature of the Secretary or other Authorized Officer, or one of its Assistant Treasurers, attested by its Secretary or one of its Assistant Secretaries. Signatures in such other manner as may be required by law or the resolution authorizing the Bonds of a Series. In case any one or more of the officers or employees who shall have signed or sealed any of the Bonds shall cease to be such officer or employee before the Bonds so signed and sealed shall have been actually delivered, such Bonds may, nevertheless, be delivered as herein provided, and may be issued as if the person who signed or sealed such Bonds had not ceased to hold such office or be so employed. Any Bond may be signed and sealed on behalf of the Authority by such persons as at the actual time of the execution of such Bond shall be duly authorized or hold the proper office in or employment by the Authority, although at the date of the Bonds of such Series such persons may not have been so authorized or have held such office or employment. (B) The Bonds of each Series shall bear thereon a certificate of authentication, in the form set forth in the Supplemental Indenture authorizing such Bonds, executed manually by the Authenticating Agent. No Bond shall be entitled to any right or benefit under this Indenture or shall be valid or obligatory for any purpose until such certificate of a manual or facsimile signature. The Company may use the facsimile signature of any Person who authentication shall have been a President or Vice President thereof, or of any Person who shall have been duly executed by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be the President or a Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature certificate of Authenticating Agent upon any Bond executed on behalf of the Authority shall be conclusive evidence and the only evidence that the Security Bond so authenticated has been duly authenticated was issued and delivered hereunder under this Indenture and that the Holder Owner thereof is entitled to the benefits hereof. (C) Issuance of this Indenture. At any time and from time to time after Bonds in the execution and delivery form of this Indenture, book-entry securities shall take place upon the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery completion of such Securities, signed by its President or any Vice President acts as may be specified and its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, 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 that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions which may be specified in the Supplemental Indenture authorizing such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptions. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trusteeissuance.

Execution and Authentication. The Securities shall be signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, President, or one of its Vice Presidents, or its Treasurer, or one of its Assistant Treasurers, attested by or its Secretary Secretary, or one of its Assistant Secretaries. Signatures may be executed by electronic means or in the form of a manual or facsimile signature. The Company may use the facsimile or electronic signature of any Person who shall have been a Chief Executive Officer, Chief Financial Officer, President or Vice President thereof, or of any Person who shall have been the Treasurer, an a Treasurer or Assistant Treasurer, the Secretary or an Assistant Secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be the Chief Executive Officer, the Chief Financial Officer, the President or a Vice President, the Treasurer or the Treasurer, an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee or an Authenticating Agent. A Security shall not be valid until authenticated electronically or manually by an authorized signatory of the Trustee, Trustee or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder Securityholder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee or an Authenticating Agent for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by its Chief Executive Officer, Chief Financial Officer, President or any Vice President and its by the Treasurer or any Assistant Treasurer, the Controller or any Assistant Controller, or the Secretary or any Assistant SecretarySecretary of the Company, and the Trustee or an Authenticating Agent in accordance with such written order shall authenticate and deliver such Securities. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, 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 to the effect that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, 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 any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptionsIndenture. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, protections, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentication. The Securities Notes shall be signed ---------------------------- on behalf of the Company by the Chairman of its Board of Directors, any Vice Chairman of its Board of Directors, its Chief Executive Officer, its President, any Executive Vice President, or any Vice President, under its corporate seal. Such signatures may be the manual or facsimile signatures of the present or any future such officers. The seal of the Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes and shall be attested by the Secretary or an Assistant Secretary of the Company. Typographical and other minor errors or defects in any such reproduction of the seal or any such signature shall not affect the validity or enforceability of any Note that has been duly authenticated and delivered by the Trustee. In case any officer of the Company who shall have signed any of the Notes shall cease to be such officer before the Note so signed shall be authenticated and delivered by the Trustee or disposed of by the Company, such Note nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Note had not ceased to be such officer of the Company; and any Note may be signed on behalf of the Company by its Presidentsuch Persons as, or one of its Vice Presidents, or its Treasurer, or one of its Assistant Treasurers, attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been a President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary thereof, notwithstanding the fact that at the time actual date of the Securities execution of such Note, shall be authenticated and delivered or disposed of such Person shall have ceased to be the President or a Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, proper officers of the Company. The Securities may contain , although at the date of the execution and delivery of this Indenture any such notations, legends or endorsements required by law, stock exchange rule or usagePerson was not such an officer. A Security Note shall not be valid until authenticated manually by the manual signature of an authorized signatory of the Trustee, or by an Authenticating Agent. Such The signature shall be conclusive evidence and the only evidence that the Security so authenticated Note has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of under this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with Upon a written order of the Company for the authentication and delivery of such Securities, signed by its President or any Vice President and its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securitiestwo Officers, the Trustee shall authenticate the Notes for original issue up to an aggregate principal amount of $120,000,000 (plus up to $18,000,000 aggregate principal amount of Notes that may be entitled sold by the Company pursuant to receivethe over-allotment option granted to the Underwriters pursuant to the Underwriting Agreement dated July 16, 1996 between the Company and (subject the Underwriters). The aggregate principal amount of Notes outstanding at any time shall not exceed such amount except as provided in Section 2.07. The Trustee may appoint an authenticating agent acceptable to Section 7.01) shall be fully protected the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in relying upon, an Opinion of Counsel stating that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, when authenticated and delivered to authentication by the Trustee and issued includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations or an Affiliate of the Company enforceable in accordance with their terms, subject to any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptions. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the TrusteeCompany.

Execution and Authentication. The Securities Bonds shall be executed in the name of the Corporation by the manual or facsimile signature of an Authorized Officer and its corporate seal (or a facsimile thereof) shall be thereunto affixed, imprinted, engraved or otherwise reproduced, and attested by the manual or facsimile signature of the Secretary, an Assistant Secretary or other Authorized Officer of the Corporation, or in such other manner as may be permitted by law. In case any one or more of the officers or employees who shall have signed or sealed any of the Bonds shall cease to be such officer or employee before the Bonds so signed and sealed shall have been actually authenticated and delivered by the Trustee, such Bonds may, nevertheless, be delivered as provided herein, and may be issued as if the persons who signed or sealed such Bonds had not ceased to hold such offices or be so employed. Any Bond may be signed and sealed on behalf of the Company Corporation by its Presidentsuch persons as at the actual time of the execution of such Bond shall be duly authorized or hold the proper office in or be employed by, the Corporation, although at the date of the Bonds such persons may not have been so authorized or one have held such office or employment. The Bonds of its Vice Presidentseach Series shall bear thereon a certificate of authentication, or its Treasurer, or one of its Assistant Treasurers, attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form set forth in the Supplemental Indenture authorizing the issuance of a manual such Bonds, executed manually by the Trustee. Only such Bonds as shall bear thereon such certificate of authentication shall be entitled to any right or facsimile signature. The Company may use the facsimile signature benefit hereunder and no Bond shall be valid or obligatory for any purpose until such certificate of any Person who authentication shall have been a President or Vice President thereof, or of any Person who shall have been duly executed by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be the President or a Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, Trustee. Such certificate of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. A Security shall not be valid until authenticated manually by an authorized signatory Trustee upon any Bond executed on behalf of the Trustee, or by an Authenticating Agent. Such signature Corporation shall be conclusive evidence and the only evidence that the Security Bond so authenticated has been duly authenticated and delivered hereunder and that the Holder thereof is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by its President or any Vice President and its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, 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 that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, 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 any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptions. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trusteehereof.

Execution and Authentication. The Securities shall (A) After their authorization pursuant to a Supplemental Indenture, Bonds may be signed executed by or on behalf of the Company by its President, or one of its Vice Presidents, or its Treasurer, or one of its Assistant Treasurers, attested by its Secretary or one of its Assistant SecretariesAgency and delivered to the Trustee for authentication. Signatures may The Bonds shall be executed in the form name and on behalf of a the Agency by the manual or facsimile signature. The Company may use signature of an Authorized Officer and the corporate seal of the Agency (or a facsimile thereof) shall be thereunto affixed, imprinted, engraved or otherwise reproduced thereon, and attested by the manual or facsimile signature of any Person other Authorized Officer, or in such other manner as may be required by law. In case any one or more of the officers or employees who shall have been a President signed or Vice President thereof, sealed any of the Bonds shall cease to be such officer or of any Person who employee before the Bonds so signed and sealed shall have been actually delivered, such Bonds may, nevertheless, be delivered as herein provided, and may be issued as if the Treasurer, an Assistant Treasurer, person who signed or sealed such Bonds had not ceased to hold such office or be so employed. Any Bond may be signed and sealed on behalf of the Secretary or an Assistant Secretary thereof, notwithstanding the fact that Agency by such persons as at the actual time of the Securities execution of such Bond shall be authenticated and delivered duly authorized or disposed hold the proper office in or employment by the‌ Agency, although at the date of the Bonds such Person persons may not have been so authorized or have held such office or employment. (B) The Bonds shall bear thereon a certificate of authentication, substantially in the form set forth in the applicable Supplemental Indenture, executed manually by the Trustee. No Bond shall be entitled to any right or benefit under this Indenture or shall be valid or obligatory for any purpose until such certificate of authentication shall have ceased to be been duly executed by the President or a Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, Trustee. Such certificate of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. A Security shall not be valid until authenticated manually by an authorized signatory Trustee upon any ▇▇▇▇ executed on behalf of the Trustee, or by an Authenticating Agent. Such signature Agency shall be conclusive evidence and the only evidence that the Security so authenticated Bond has been duly so authenticated and delivered hereunder under this Indenture and that the Holder owner thereof is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by its President or any Vice President and its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, 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 that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, 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 any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptions. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trusteehereof.

Execution and Authentication. The Two Officers shall sign ----------------------------- the Securities shall be signed on behalf of for the Company by its President, or one of its Vice Presidents, or its Treasurer, or one of its Assistant Treasurers, attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company Company's seal shall be impressed, affixed, imprinted or reproduced on the Securities and may use the be in facsimile form. If an Officer whose signature of any Person who shall have been is on a President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary thereof, notwithstanding the fact Security no longer holds that office at the time the Securities Trustee authenticates the Security, the Security shall be authenticated and delivered or disposed of such Person shall have ceased to be the President or a Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usagevalid nevertheless. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating AgentTrustee manually signs the certificate of authentication on the Security. Such The signature shall be conclusive evidence and the only evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of under this Indenture. At any time and from time to time after the execution and delivery of this IndentureThe Trustee shall, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with upon a written order of the Company signed by two Officers, authenticate Securities for original issue up to the authentication aggregate principal amount stated in the Securities in the form of one or more Global Securities (herein defined as the "Global Security" or "Global Securities"), which (i) shall represent, and delivery of such shall be denominated in an amount equal to the aggregate principal amount of, the outstanding Securities, signed by its President or any Vice President and its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 7.01ii) shall be fully protected regis- tered in relying uponthe name of the depositary (the "Depositary"), an Opinion of Counsel stating that the form and terms thereof have been established in conformity with the provisions of this Indenture and that which shall initially be The Depository Trust Company or its nominee, for such SecuritiesGlobal Security or Global Securities or its nominee, when authenticated and (iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instruction and issued by (iv) shall bear a legend substantially to the Company following effect: "UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), 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." The aggregate principal amount of Securities outstanding at any time may not exceed such amount except as provided 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 any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptionsSection 2.07. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not may appoint an authenticating agent reasonably acceptable to the TrusteeCompany to authenticate the Securities. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Execution and Authentication. The Debt Securities shall be signed on behalf of the Company by its President, President or one of its Vice Presidents, or under its Treasurer, or one of its Assistant Treasurers, corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been a President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the a Secretary or an Assistant Secretary thereof, notwithstanding the fact that at the time the Debt Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be the President or a Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company. The seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities. The Debt Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Debt Security shall be dated the date of its authentication by the Trustee. A Debt Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Debt Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Debt Securities, signed by its President or any Vice President and its Secretary Treasurer or any Assistant SecretaryTreasurer, and the Trustee in accordance with such written order shall authenticate and deliver such Debt Securities. In authenticating such Debt Securities and accepting the additional responsibilities under this Indenture in relation to such Debt Securities, 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 that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, 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 any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptionsIndenture. The Trustee shall not be required to authenticate such Debt Securities if the issue of such Debt Securities pursuant to this Indenture will affect the Trustee’s 's own rights, duties or immunities under the Debt Securities and this Indenture or otherwise in a manner that is not reasonably reasonable acceptable to the Trustee.

Execution and Authentication. The Securities shall be signed executed on behalf of the Company by one of its PresidentChairman of the Board, Vice-Chairman, President or one of its Vice Presidents, or its Treasurer, or one . The signature of its Assistant Treasurers, attested by its Secretary or one any of its Assistant Secretaries. Signatures these officers on the Securities may be in manual or facsimile. Securities bearing the form of a manual or facsimile signature. The signatures of individuals who were at any time the proper officers of the Company may use shall bind the facsimile signature of any Person who shall have been a President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary thereofCompany, notwithstanding the fact that at the time the Securities shall be authenticated and delivered such individuals or disposed any of such Person shall them have ceased to be the President or a Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company. The Securities may contain hold such notations, legends or endorsements required by law, stock exchange rule or usage. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled offices prior to the benefits authentication and delivery of this Indenturesuch Securities or did not hold such offices on the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company Order for the authentication and delivery of such Securities, signed Securities and the Officer's Certificate and Opinion(s) of Counsel required by its President or any Vice President and its Secretary or any Assistant SecretarySection 103, and the Trustee in accordance with such written order Company Order shall authenticate and deliver such Securities. In authenticating such Securities and accepting the additional responsibilities under as provided in this Indenture in relation to such Securities, the Trustee and not otherwise. No Security shall be entitled to receiveany benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of an authorized signatory, and (subject to Section 7.01) such certificate upon any Security shall be fully protected in relying uponconclusive evidence, an Opinion of Counsel stating that and the form and terms thereof have been established in conformity with the provisions of this Indenture and only evidence, that such Securities, when Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. The form of Trustee's certificate of authentication to be borne by the Trustee Securities shall be substantially as set forth in EXHIBIT A hereto. In case the Company, pursuant to Article Seven, shall be consolidated or merged with or into any other Person or shall sell, convey, assign, transfer, lease or otherwise dispose of substantially all of its properties and issued by assets to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged or consolidated, or the successor Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article Seven, any of the Physical Securities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Physical Securities executed in the manner name of the successor Person with such changes in phraseology and subject to any conditions form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Request of the successor Person, shall authenticate and deliver Securities as specified in such Opinion request for the purpose of Counselsuch exchange. If Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, will constitute valid such successor Person, at the option of a Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and legally binding obligations of the Company enforceable delivered in accordance with their terms, subject to any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptionssuch new name. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities on behalf of the Trustee. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Security Registrar or Paying Agent to deal with the Company and its Affiliates.

Execution and Authentication. (a) The Securities shall be signed on behalf of the Company by its President, or one of its Vice Presidents, or together with its Treasurer, or one of its Assistant Treasurers, attested by or its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signaturesignatures of the present or any such future officers. The Company may use the facsimile signature of any Person who shall have been a President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be the President or a Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. (b) A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. . (c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by its President or any Vice President and its Controller or any Assistant Controller or its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. . (d) In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Officers' Certificate and Opinion of Counsel each stating that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, 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 any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptionsIndenture. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s 's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentication. (a) The Securities Debentures shall be signed on behalf of the Company by its PresidentChairman of the Board, President or one of its Vice Presidents, or its Treasurer, or one of its Assistant Treasurers, attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been a President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the a Secretary or an Assistant Secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be the President or a Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. (b) A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. . (c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by its the Chairman of the Board, President or any Vice President and its Treasurer or any Assistant Treasurer or Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. . (d) In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 7.019.1) shall be fully protected in relying upon, an Opinion of Counsel stating that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, 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 any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptions. Indenture. (e) The Trustee shall not be required to authenticate such Securities if the issue issuance of such Securities pursuant to this Indenture will affect the Trustee’s 's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentication. (a) The Securities Debentures shall be signed on behalf of the Company by its PresidentChief Executive Officer, President or one of its Vice Presidents, or under its Treasurer, or one of its Assistant Treasurers, corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been a Chief Executive Officer, President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the a Secretary or an Assistant Secretary thereof, notwithstanding the fact that at the time the Securities Debentures shall be authenticated and delivered or disposed of such Person shall have ceased to be the Chief Executive Officer, President or a Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company. The Securities seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Debentures. The Debentures may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Debenture shall be dated the date of its authentication by the Trustee. (b) A Security Debenture shall not be valid until manually authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security Debenture so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. . (c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series Debentures executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, Debentures signed by its Chief Executive Officer, President or any Vice President and its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, 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 that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, 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 any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptions. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.its

Execution and Authentication. The Securities shall be signed executed on behalf of the Company by its PresidentChairman of the Board, its President or one of its Vice Presidents, or its Treasurer, or one of its Assistant Treasurers, attested by its Secretary or one of its Assistant Secretaries. Signatures The signature of any of these officers on the Securities may be in manual or facsimile. Securities bearing the form of a manual or facsimile signature. The signatures of individuals who were at any time the proper officers of the Company may use shall bind the facsimile signature of any Person who shall have been a President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary thereofCompany, notwithstanding the fact that at the time the Securities shall be authenticated and delivered such individuals or disposed any of such Person shall them have ceased to be the President or a Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company. The Securities may contain hold such notations, legends or endorsements required by law, stock exchange rule or usage. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled offices prior to the benefits authentication and delivery of this Indenturesuch Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company Order for the authentication and delivery of such Securities, signed by its President or any Vice President and its Secretary or any Assistant Secretary, ; and the Trustee in accordance with such written order Company Order shall authenticate and deliver such SecuritiesSecurities as in this Indenture provided and not otherwise. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. In authenticating such Securities Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Trust Indenture Act Section 7.01315(a) through 315(d)) shall be fully protected in relying upon, , (i) an Opinion of Counsel stating that that (a) the form and terms thereof or forms of such Securities have been established in conformity with the provisions of this Indenture and that Indenture; (b) the terms of such Securities have been established in conformity with the provisions of this Indenture; and (c) such Securities, when completed by appropriate insertions and executed and delivered by the Company to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and legally binding obligations of the Company Company, enforceable in accordance with their terms, subject to any Bankruptcy Law or other applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights and ' rights, to general equity equitable principles and to such other customary exceptionsqualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities; and (ii) an Officers' Certificate stating that all conditions precedent provided for in this Indenture relating to the issuance of the Securities have been complied with and that, to the best of the knowledge of the signers of such certificate, that no Event of Default with respect to any of the Securities shall have occurred and be continuing. The If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s 's own rights, duties duties, obligations or immunities under the Securities and this Indenture or otherwise in a manner that which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 301 and of the preceding paragraph, if all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Officers' Certificate otherwise required pursuant to Section 301 or a Company Order, or an Opinion of Counsel or an Officers' Certificate otherwise required pursuant to the preceding paragraph at the time of issuance of each Security of such series, but such order, opinion and certificates, with appropriate modifications to cover such future issuances, shall be delivered at or before the time of issuance of the first Security of such series. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution and Authentication. The Securities shall be signed on behalf of the Company by its Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, Treasurer, Controller, Secretary or any one of its Vice Presidents, or its Treasurer, or one of its Assistant Treasurers, attested by its Secretary Assistant Controllers or one of its Assistant Secretaries. Signatures may be executed by electronic means or in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been a President or Vice President thereofChief Executive Officer, or of any Person who shall have been the President, Chief Operating Officer, Chief Financial Officer, Treasurer, an Controller, Secretary, Vice President, Assistant Treasurer, the Secretary Assistant Controller or an Assistant Secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be the President Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, the Controller, the Secretary or a Vice President, or the an Assistant Treasurer, an Assistant Treasurer, the Secretary Controller or an Assistant Secretary, Secretary of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee or an Authenticating Agent. A Security shall not be valid until authenticated electronically or manually by an authorized signatory of the Trustee, Trustee or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder Securityholder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee or an Authenticating Agent for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by its President or any Vice President and its Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, Treasurer, Controller, Secretary or any one of its Vice Presidents, Assistant SecretaryTreasurers, Assistant Controllers or Assistant Secretaries and the Trustee or an Authenticating Agent in accordance with such written order shall authenticate and deliver such Securities. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, 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 to the effect that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, 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 any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptionsIndenture. The Trustee shall not be required to authenticate such Securities if (i) the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, protections, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee; (ii) the Trustee, being advised by counsel, determines in good faith that such action may not be taken lawfully; or (iii) the Trustee, being advised by counsel, determines in good faith that such action would expose the Trustee to personal liability to the Securityholders of any then Outstanding series of Securities or that the terms of such Securities established pursuant to a Board Resolution, and set forth in an Officers’ Certificate, would adversely affect it.

Execution and Authentication. The terms and provisions contained in the Securities annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Securities shall be signed executed on behalf of the Company by its PresidentChairman of the Board of Directors, its Chief Executive Officer, its President or one of its Vice Presidents, its Chief Operating Officer, its Chief Financial Officer or its Treasurer, or one any authorized signatory that is not a corporation. The signature of its Assistant Treasurers, attested by its Secretary or one any of its Assistant Secretaries. Signatures these officers on the Securities may be in manual or facsimile. Securities bearing the form of a manual or facsimile signature. The signatures of individuals who were at any time the proper officers of the Company may use shall bind the facsimile signature of any Person who shall have been a President or Vice President thereof, or of any Person who shall have been the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary thereofCompany, notwithstanding the fact that at the time the Securities shall be authenticated and delivered such individuals or disposed any of such Person shall them have ceased to be the President or a Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company. The Securities may contain hold such notations, legends or endorsements required by law, stock exchange rule or usage. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence and the only evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled offices prior to the benefits authentication and delivery of this Indenturesuch Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company Order for the authentication and delivery of such Securities, signed by its President or any Vice President which shall specify the amount of the Securities to be authenticated and its Secretary or any Assistant Secretarythe date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 3.13 after the Issue Date, shall certify that such issuance is in compliance with Section 10.09, and the Trustee in accordance with such written order Company Order shall authenticate and deliver such Securities. In authenticating such Securities and accepting the additional responsibilities under as provided in this Indenture in relation to such Securities, and not otherwise. Each Security shall be dated the Trustee date of its authentication. No Security shall be entitled to receiveany benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and (subject to Section 7.01) such certificate upon any Security shall be fully protected in relying uponconclusive evidence, an Opinion of Counsel stating that and the form and terms thereof have been established in conformity with the provisions of this Indenture and only evidence, that such Securities, when Security has been duly authenticated and delivered hereunder. Authentication by counterpart shall satisfy the Trustee requirements of this Section 3.03 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 requirements of the Company enforceable in accordance with their terms, subject to any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to other customary exceptions. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the TrusteeSecurities.