Common use of Execution and Authentication Clause in Contracts

Execution and Authentication. Two Officers shall execute the Securities and one Officer shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and 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 do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. A Security and the coupons appertaining thereto shall not be valid until 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 officer. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 together with 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. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:

Execution and Authentication. Two Officers The Securities shall execute the Securities and one Officer shall execute the coupons appertaining thereto for be signed on behalf of the Company by facsimile its President, or manual signature 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 name 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 on behalf 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 CompanySecurities may contain such notations, if anylegends or endorsements required by law, shall be reproduced on the Securities. If an Officer whose signature is on a Security stock exchange rule 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 do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agentusage. A Security and the coupons appertaining thereto shall not be valid until the Trustee or Authenticating Agent authenticated manually signs the certificate of authentication on the Security or on the Security to which such coupon appertains by an authorized officersignatory of the Trustee, or by an Authenticating Agent. The Such signature shall be conclusive evidence and the only evidence that the Security or the Security to which the coupon appertains so authenticated has been duly authenticated under 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication authentication, together with a written order of the applicable documents referred to below in this SectionCompany 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 thereupon authenticate and deliver such Securities to or upon the written order of the CompanySecurities. In authenticating any such Securities of a seriesand accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive prior to the authentication of any Securities of such seriesreceive, and (subject to Article 7Section 7.01) shall be fully protected in relying upon, unless an Opinion of Counsel stating that the form and until such documents terms thereof have been superseded 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 revoked: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. Two Officers shall execute sign the Securities and one Officer shall execute the coupons appertaining thereto for the Company by manual or facsimile or manual signature in the name and on behalf of the Company. The seal of the Company, if any, shall be reproduced on the Securitiessignature. 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 validvalid nevertheless. A Security shall not be valid until authenticated by the manual signature of the Trustee. The Trustee, at signature shall be conclusive evidence that the expense Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue upon a written order of the Company signed by one Officer of the Company, . The Trustee may appoint an authenticating agent (reasonably acceptable to the “Authenticating Agent”) Company to authenticate Securities. The Authenticating Agent 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 Authenticating Agentagent. A Security and An authenticating agent has the coupons appertaining thereto same rights as an Agent to deal with the Company or an Affiliate of the Company. If the Company shall not be valid until the Trustee or Authenticating Agent manually signs the certificate of authentication on the Security or on the Security establish pursuant to which such coupon appertains by an authorized officer. The signature shall be conclusive evidence Section 2.01 that the Security Securities of a series are to be issued in the form of one or the Security to which the coupon appertains has been authenticated under this Indenture. At any time and from time to time after the execution and delivery of this Indenturemore Global Securities, then the Company may deliver Securities of any series having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, shall execute and the Trustee shall thereupon authenticate and deliver such one or more Global Securities that (i) shall represent and shall be denominated in an amount equal to or upon the written order aggregate principal amount of all of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such seriesseries to be issued in the form of Global Securities and not yet canceled, (ii) shall be registered in the name of the depositary for such Global Security or Securities or the nominee of such depositary, (iii) shall be delivered by the Trustee to such depositary or pursuant to such depositary’s instructions, and (subject to Article 7iv) shall be fully protected in relying upon, unless 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 documents have been superseded nominee to a successor depositary or revoked:a nominee of such successor depositary.” Each depositary designated pursuant to Section 2.01 must, at the time of its designation and at all times while it services as depositary, be a clearing agency registered under the Exchange Act.

Execution and Authentication. Two Officers One Officer of the Company shall execute the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and on behalf of the Company. The seal of the Company, if any, shall be reproduced on the Securities. If an Officer of the Company 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 do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. A Security and the coupons appertaining thereto shall not be valid until the Trustee or Authenticating Agent signs, manually signs or by facsimile, the certificate of authentication on the Security or on the Security to which such coupon appertains by an authorized officerappertains. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 together with 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. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 7) 8) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:

Execution and Authentication. Two Officers The Securities shall execute the Securities and one Officer shall execute the coupons appertaining thereto for be signed on behalf of the Company by facsimile or manual signature one of its Officers. Signatures may be in the name form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer, notwithstanding the fact that at the time the Securities shall be authenticated and on behalf delivered or disposed of such Person shall have ceased to be such an officer of the Company. The seal of the CompanySecurities may contain such notations, if anylegends or endorsements required by law, stock exchange rule or usage. Each Security shall be reproduced on dated 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 date of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to its authentication by the Trustee includes authentication by such Authenticating AgentTrustee. A Security and the coupons appertaining thereto shall not be valid until the Trustee or Authenticating Agent authenticated manually signs the certificate of authentication on the Security or on the Security to which such coupon appertains by an authorized officersignatory of the Trustee, or by an Authenticating Agent. The Such signature shall be conclusive evidence that the Security or the Security to which the coupon appertains so authenticated has been duly authenticated under 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication authentication, together with a written order of the applicable documents referred to below in this SectionCompany for the authentication and delivery of such Securities, signed by an Officer, and the Trustee in accordance with such written order shall thereupon authenticate and deliver such Securities to or upon the written order of the CompanySecurities. In authenticating any such Securities of a seriesand accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive prior to the authentication of any Securities of such seriesreceive, and (subject to Article 7Section 7.01) shall be fully protected in relying upon, unless an Opinion of Counsel stating that the form and until such documents terms thereof have been superseded established in conformity with the provisions of this Indenture. 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 revoked:immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentication. Two Officers shall execute sign the Securities and one Officer shall execute the coupons appertaining thereto for the Company by manual or facsimile or manual signature in the name and on behalf of the Company. The seal of the Company, if any, shall be reproduced on the Securitiessignature. If an Officer whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticatedTrustee authenticates the Security, 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 do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agentvalid nevertheless. A Security and the coupons appertaining thereto shall not be valid until an authorized signatory of the Trustee or Authenticating an Authentication Agent manually signs the certificate of authentication on the Security or on the Security to which such coupon appertains by an authorized officerSecurity. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 written order of the applicable documents referred to below in this SectionCompany for the authentication and delivery of such Securities, signed by two Officers, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the in accordance with such written order of the Companyorder. In authenticating any such Securities of a seriesand accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive prior to the authentication of any Securities of such seriesreceive, and (subject to Article 7Section 7.1) shall be fully protected in relying upon, unless an Opinion of Counsel and until such documents an Officers’ Certificate stating that the form and terms thereof have been superseded established in conformity with the provisions of this Indenture. 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 revoked:immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentication. Two Officers shall execute sign the Securities and one Officer shall execute the coupons appertaining thereto for the Company by manual or facsimile or manual signature in the name and on behalf of the Company. The seal of the Company, if any, shall be reproduced on the Securitiessignature. If an Officer whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticatedTrustee authenticates the Security, 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 do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agentvalid nevertheless. A Security and the coupons appertaining thereto shall not be valid until an authorized signatory of 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 officerSecurity. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 written order of the applicable documents referred to below in this SectionCompany for the authentication and delivery of such Securities, signed by two Officers, and the Trustee in accordance with such written order shall thereupon authenticate and deliver such Securities to or upon the written order of the CompanySecurities. In authenticating any such Securities of a seriesand accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive prior to the authentication of any Securities of such seriesreceive, and (subject to Article 7Section 7.01) shall be fully protected in relying upon, unless an Opinion of Counsel stating that the form and until such documents terms thereof have been superseded established in conformity with the provisions of this Indenture. 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 revoked:immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentication. Two Officers shall execute the Securities and one Officer shall execute the coupons appertaining thereto (other than coupons) for the Company by facsimile or manual signature in the name and 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 SecuritiesSecurities (other than coupons). The 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 Authenticating Agent. A Security and the coupons appertaining thereto (other than coupons) shall not be valid until 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 officerSecurity. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 together with 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. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the first authentication of any Securities of such series, and (subject to Article 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:

Execution and Authentication. Two Officers shall execute the Securities and one Officer shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and 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 do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. A Security and the coupons appertaining thereto shall not be valid until 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 officer. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 together with 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. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article ‎Article 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:

Execution and Authentication. Two Officers shall execute sign the Securities and one Officer shall execute the coupons appertaining thereto for the Company by manual or facsimile or manual signature in the name and on behalf of the Company. The seal of the Company, if any, shall be reproduced on the Securitiessignature. If an Officer whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticatedTrustee authenticates the Security, 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 do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agentvalid nevertheless. A Security and the coupons appertaining thereto shall not be valid until an authorized signatory of 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 officerSecurity. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 written order of the applicable documents referred to below in this SectionCompany for the authentication and delivery of such Securities, signed by two Officers, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the in accordance with such written order of the Companyorder. In authenticating any such Securities of a seriesand accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive prior to the authentication of any Securities of such seriesprovided with, and (subject to Article 7Section 7.1) shall be fully protected in relying upon, unless an Opinion of Counsel and until such documents an Officers’ Certificate stating that the form and terms thereof have been superseded established in conformity with the provisions of this Indenture. 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 revoked:immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentication. Two Officers shall execute the Securities and one Officer shall execute the coupons coupons, if any, appertaining thereto thereto, for the Company by facsimile or manual signature in the name and 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 do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. A Security and the coupons appertaining thereto shall not be valid until 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 officersignatory. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 together with 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. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:

Execution and Authentication. Two Officers If the Bonds are certificated, the Bonds shall execute the Securities and one Officer shall execute the coupons appertaining thereto for be signed on behalf of the Company by facsimile or manual signature an authorized signatory. Signatures may be in the name form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an authorized signatory, notwithstanding the fact that at the time the Bonds shall be authenticated and on behalf delivered or disposed of such Person shall have ceased to be an authorized signatory of the Company. The seal of the CompanyBonds may contain such notations, if anylegends or endorsements required by law, shall be reproduced on the Securities. If an Officer whose signature is on a Security stock exchange rule 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 do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agentusage. A Security and the coupons appertaining thereto Bond shall not be valid until the Trustee or Authenticating Agent authenticated manually signs the certificate of authentication on the Security or on the Security to which such coupon appertains by an authorized officersignatory of the Trustee, or by an Authenticating Agent. The Such signature shall be conclusive evidence that the Security or the Security to which the coupon appertains Bond so authenticated has been duly authenticated under 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 having attached thereto appropriate coupons, if any, Bonds executed by the Company to the Trustee for authentication authentication, together with a written order of the applicable documents referred to below in this SectionCompany for the authentication and delivery of such Bonds, signed by an authorized signatory of the Company and the Trustee in accordance with such written order shall thereupon authenticate and deliver such Securities Bonds. Prior to or upon the written order initial issuance of any Bonds, in accepting the Company. In authenticating additional responsibilities under this Indenture in relation to such Bonds and any Securities of a seriesBonds to be issued thereafter, the Trustee shall be entitled to receive (i) an Opinion of Counsel to the Issuer stating that (a) the Company is permitted by law to enter into this Indenture, (b) the form and terms of the Bonds have been established in conformity with the provisions of this Indenture, the Regulation A Offering Statement on Form 1-A filed with the SEC on __________, 2023 as amended, all SEC requirements, and other applicable laws and regulations, and (3) that all Bonds, when issued by the Company and if applicable, authenticated by the Trustee 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 (regardless of whether enforcement is sought in a proceeding in equity or at law) and (ii) a Manager’s Certificate stating that all conditions precedent provided for in this Indenture relating to the issuance of the Bonds have been complied with and that, to the best of the knowledge of the signers of such Manager’s Certificate, no Event of Default with respect to any of the Bonds shall have occurred and be continuing. Additionally, prior to the authentication issuance of any Securities Bonds after the initial issuance, the Company shall deliver to the Trustee a Manager’s Certificate stating that all conditions precedent provided for in this Indenture relating to the issuance of the Bonds have been complied with and that, to the best of the knowledge of the signers of such seriesManager’s Certificate, no Event of Default with respect to any of the Bonds shall have occurred and be continuing. The Trustee may conclusively rely upon the Opinion of Counsel and Manager’s Certificate in authenticating the Bonds (subject if applicable) and accepting the responsibility under this Indenture. The Trustee shall not be required to Article 7) shall be fully protected authenticate such Bonds if the issue of such Bonds pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Bonds and this Indenture or otherwise in relying upon, unless and until such documents have been superseded or revoked:a manner that is not reasonably acceptable to the Trustee.

Execution and Authentication. Two Officers shall execute the Securities and one Officer shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and 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 do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. A Security and the coupons appertaining thereto shall not be valid until 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 officersignatory. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 together with 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. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:

Execution and Authentication. Two Officers The chairman of the board of directors, the chief executive officer, the president, the chief financial officer, the chief administrative officer, the chief accounting officer or any Managing Director and the treasurer or any assistant treasurer or the secretary or any assistant secretary shall execute the Securities and one Officer shall execute the coupons appertaining thereto (other than coupons) for the Company by facsimile or manual signature in the name and 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 SecuritiesSecurities (other than coupons). The 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 Authenticating Agent. A Security and the coupons appertaining thereto (other than coupons) shall not be valid until 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 officerSecurity. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver make available for delivery such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the first authentication of any Securities of such series, and (subject to Article 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:

Execution and Authentication. Two Officers shall execute the Securities and one Officer shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and 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”"AUTHENTICATING AGENT") to authenticate Securities. The 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 Authenticating Agent. A Security and the coupons appertaining thereto shall not be valid until 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 officerSecurity. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 together with 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. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the first authentication of any Securities of such series, and (subject to Article 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:

Execution and Authentication. Two Officers The Securities shall execute the Securities and one Officer shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and be executed on behalf of the Company. The seal Company and the Guarantees endorsed thereon shall be executed on behalf of the CompanyGuarantors, if anyrespectively, shall be reproduced on by two Officers or an Officer and the SecuritiesSecretary. If an Officer or a Secretary whose signature is on a Security or coupon appertaining thereto Guarantee no longer holds that office at the time the Security is authenticatedTrustee authenticates the Security, the Security and such coupon Guarantee shall nevertheless be validvalid nevertheless. 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 do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. A Security and the coupons appertaining thereto Guarantees endorsed thereon shall not be valid until 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 officerSecurity. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has and Guarantees have been properly executed and, if applicable, authenticated 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, Series executed by the Company to the Trustee for authentication Trustee, and with Guarantees endorsed thereon and executed by the Guarantors, together with a Company Order for the applicable documents referred authentication and delivery of such Securities. The Company Order may provide that the Securities which are the subject thereof shall be authenticated and delivered by the Trustee upon the telephonic, written or other order of Persons designated in the Company Order, and that such Persons are authorized to below in this Sectionspecify the terms and conditions of such Securities, to the extent permitted by the Authorizing Resolutions and/or supplemental indenture (if any) relating thereto. The Trustee shall execute and deliver the supplemental indenture (if any) relating to said Securities and the Trustee shall thereupon authenticate and deliver said Securities as specified in such Securities Company Order; provided that, prior to or upon the written order authentication and delivery of the Company. In authenticating any first Securities of a seriesany Series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revokedreceived:

Execution and Authentication. Two Officers The chairman of the board of directors, the president, the executive vice president or any senior vice president and the treasurer or any assistant treasurer or the secretary or any assistant secretary shall execute the Debt Securities and one Officer shall execute the coupons appertaining thereto (other than coupons) for the Company by facsimile or manual signature in the name and on behalf of the Company. The seal of the Company, if any, shall be reproduced on the Debt Securities. If an Officer whose signature is on a Debt Security or coupon appertaining thereto no longer holds that office at the time the Debt Security is authenticated, the Debt 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 SecuritiesDebt Securities (other than coupons). The Authenticating Agent may authenticate Debt Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. A Debt Security and the coupons appertaining thereto (other than coupons) shall not be valid until 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 officerDebt Security. The signature shall be conclusive evidence that the Debt Security or the Security to which the coupon appertains has been authenticated under 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and upon the written order of the Company the Trustee shall thereupon authenticate and deliver make available for delivery such Debt Securities to or upon the written order of the Company. In authenticating any Debt Securities of a series, the Trustee shall be entitled to receive prior to the first authentication of any Debt Securities of such series, and (subject to Article 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:

Execution and Authentication. Two Officers The Securities shall execute the Securities and one Officer shall execute the coupons appertaining thereto for be signed on behalf of the Company by facsimile or manual signature one of its Directors. Signatures may be in the name form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer, notwithstanding the fact that at the time the Securities shall be authenticated and on behalf delivered or disposed of such Person shall have ceased to be such an officer of the Company. The seal of the CompanySecurities may contain such notations, if anylegends or endorsements required by law, stock exchange rule or usage. Each Security shall be reproduced on dated 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 date of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to its authentication by the Trustee includes authentication by such Authenticating AgentTrustee. A Security and the coupons appertaining thereto shall not be valid until the Trustee or Authenticating Agent authenticated manually signs the certificate of authentication on the Security or on the Security to which such coupon appertains by an authorized officersignatory of the Trustee, or by an Authenticating Agent. The Such signature shall be conclusive evidence that the Security or the Security to which the coupon appertains so authenticated has been duly authenticated under 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication authentication, together with a written order of the applicable documents referred to below in this SectionCompany for the authentication and delivery of such Securities, signed by an Officer, and the Trustee in accordance with such written order shall thereupon authenticate and deliver such Securities to or upon the written order of the CompanySecurities. In authenticating any such Securities of a seriesand accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive prior to the authentication of any Securities of such seriesreceive, and (subject to Article 7Section 7.01) shall be fully protected in relying upon, unless an Opinion of Counsel stating that the form and until such documents terms thereof have been superseded established in conformity with the provisions of this Indenture. 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 revoked:immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentication. Two Officers The Securities shall execute the Securities and one Officer shall execute the coupons appertaining thereto for be signed on behalf of the Company by facsimile or manual signature two of its officers. Signatures may be in the name form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an officer thereof, notwithstanding the fact that at the time the Securities shall be authenticated and on behalf delivered or disposed of such Person shall have ceased to be such an officer of the Company. The seal of the CompanySecurities may contain such notations, if anylegends or endorsements required by law, stock exchange rule or usage. Each Security shall be reproduced on dated 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 date of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to its authentication by the Trustee includes authentication by such Authenticating AgentTrustee. A Security and the coupons appertaining thereto shall not be valid until the Trustee or Authenticating Agent authenticated manually signs the certificate of authentication on the Security or on the Security to which such coupon appertains by an authorized officersignatory of the Trustee, or by an Authenticating Agent. The Such signature shall be conclusive evidence that the Security or the Security to which the coupon appertains so authenticated has been duly authenticated under 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication authentication, together with a written order of the applicable documents referred to below in this SectionCompany for the authentication and delivery of such Securities, signed by two of its officers and the Trustee in accordance with such written order shall thereupon authenticate and deliver such Securities to or upon the written order of the CompanySecurities. In authenticating any such Securities of a seriesand accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive prior to the authentication of any Securities of such seriesreceive, and (subject to Article 7Section 7.01) shall be fully protected in relying upon, unless an Opinion of Counsel stating that the form and until such documents terms thereof have been superseded established in conformity with the provisions of this Indenture. 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 revoked:immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentication. Two Officers shall execute the Securities and one Officer shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and 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 do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. A Security and the coupons appertaining thereto shall not be valid until 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 officersignatory of the Trustee. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 together with 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. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 7) shall be fully protected in conclusively relying upon, unless and until the Trustee receives written notice that such documents have been superseded or revoked:

Execution and Authentication. Two Officers One Officer of the Company shall execute the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and on behalf of the Company. The seal of the Company, if any, shall be reproduced on the Securities. If an Officer of the Company 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. One Officer of the Parent Guarantor shall execute the Security Guarantees for the Parent Guarantor by facsimile or manual signature in the name and on behalf of the Parent Guarantor. If an Officer of the Parent Guarantor whose signature is on a Security Guarantee no longer holds that office at the time the Security Guarantee is authenticated, the Security Guarantee 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 do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. A Security and the coupons appertaining thereto shall not be valid until the Trustee or Authenticating Agent signs, manually signs or by facsimile, the certificate of authentication on the Security or on the Security to which such coupon appertains by an authorized officerappertains. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 together with 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. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 7) 8) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:

Execution and Authentication. Two Officers The Securities shall execute the Securities and one Officer shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and be executed on behalf of the CompanyCompany by its chairman of the Board, its president or one of its vice presidents, under its corporate seal reproduced thereon attested by its secretary or one of its assistant secretaries. The seal signature of the Company, if any, shall be reproduced any of these officers on the SecuritiesSecurities may be manual or facsimile. If an Officer 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, Trustee may appoint an authenticating agent acceptable to the Company (the “an "Authenticating Agent”") to authenticate Securities. The 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 any Authenticating Agent. A Unless otherwise established pursuant to Section 2.03 for the Securities of any series, no Security and the coupons appertaining thereto shall not be valid until the Trustee or an Authenticating Agent manually signs the certificate of authentication on the Security or on the Security to which such coupon appertains by an authorized officerSecurity. The Such signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 together with 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. In authenticating any the Securities of a any series, the Trustee shall be entitled to receive prior to the first authentication of any Securities of such series, and (subject to Article 7) shall be fully protected in relying upon, unless in addition to the Officers' Certificate and until such documents have been superseded or revokedOpinion of Counsel required by Section 10.02:

Execution and Authentication. Two Officers The Securities (other than coupons) and the Guarantee shall execute the Securities and one Officer shall execute the coupons appertaining thereto for be executed on behalf of the Company and of the Guarantor, as the case may be, by two of their respective Officers by facsimile or manual signature in the name and on behalf of the Company. The seal Company and of the CompanyGuarantor, if any, shall be reproduced on as the Securitiescase may be. If an Officer whose signature is on a Security or coupon appertaining thereto the Guarantee no longer holds that office at the time the Security or the Guarantee is authenticated, the Security and such coupon or the Guarantee shall nevertheless be valid. The Trustee, at the expense of the Company, or if the Company shall fail to pay such expense, the Guarantor, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate SecuritiesSecurities (other than coupons). The 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 Authenticating Agent. A Security and the coupons appertaining thereto (other than coupons) shall not be valid until 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 officerSecurity. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 Company, with the Guarantee of the Guarantor endorsed thereon, to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver make available for delivery such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the first authentication of any Securities of such series, and (subject to Article 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:

Execution and Authentication. Two Officers shall execute the Securities and one Officer shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and 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 do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. A Security and the coupons appertaining thereto shall not be valid until 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 officerrepresentative of the Trustee. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 together with 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. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 7) shall be fully protected in conclusively relying upon, unless and until the Trustee receives written notice that such documents have been superseded or revoked:

Execution and Authentication. Two Officers One Officer shall execute sign the Securities and one Officer shall execute the coupons appertaining thereto for the Company by manual or facsimile or manual signature in the name and on behalf of the Company. The seal of the Company, if any, shall be reproduced on the Securitiessignature. If an Officer whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticatedTrustee authenticates the Security, the Security and such coupon shall nevertheless be validvalid nevertheless. Security shall not be valid until an authorized signatory of the Trustee manually authenticates the Security. The Trustee, at the expense signature of the CompanyTrustee on a Security shall be conclusive evidence that such Security has been duly and validly authenticated and 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 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 Additional Securities for original issue from time to time after the Issue Date in such principal amounts as shall be permitted pursuant to Section 2.14 and Section 3.9(a) and (3) any Securities issued in accordance with Section 2.7 hereof, in each case upon its receipt of a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the 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 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 authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Securities. The 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 to authentication by the Trustee includes authentication by such the Authenticating Agent. A Security In case the Company or any 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 assets substantially as an entirety to any Person, and the coupons appertaining thereto successor Person resulting from such consolidation, or surviving such merger, or into which the Company or any Subsidiary Guarantor shall not be valid until 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 Authenticating Agent manually signs the certificate of authentication on the Security delivered prior to such consolidation, merger, conveyance, transfer, lease or on the Security to which such coupon appertains by an authorized officer. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated under this Indenture. At any time and other disposition may, from time to time after time, at the execution request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and delivery form as may be appropriate, but otherwise in substance of this Indenture, like tenor as the Company may deliver Securities surrendered for such exchange and of any series having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, like principal amount; and the Trustee Trustee, upon Company Order of the successor Person, shall thereupon authenticate and deliver Securities as specified in such order for the purpose of such exchange. If Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the written order option of the Company. In authenticating any Holders but without expense to them, shall provide for the exchange of all Securities of a series, at the Trustee shall be entitled to receive prior to the authentication of any time outstanding for Securities of authenticated and delivered in such series, and (subject to Article 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:new name.

Execution and Authentication. Two Officers shall execute the Securities and one Officer shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and 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 do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. A Security and the coupons appertaining thereto shall not be valid until 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 officersignatory of the Trustee. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 together with 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. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 7) shall be fully protected in conclusively relying upon, unless and until the Trustee receives written notice that such documents have been superseded or revoked:

Execution and Authentication. Two Officers Any two Authorized Persons shall execute the Securities and one Officer shall execute the coupons appertaining thereto (other than coupons) for the Company by facsimile or manual signature in the name and on behalf of the Company. The seal of the Company, if any, shall be reproduced on the Securities. If an Officer Authorized Person 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 SecuritiesSecurities (other than coupons). The 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 Authenticating Agent. A Security and the coupons appertaining thereto (other than coupons) shall not be valid until 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 officerSecurity. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver make available for delivery such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the first authentication of any Securities of such series, and (subject to Article 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:

Execution and Authentication. Two Officers or an Officer and the Secretary of the Company shall execute sign the Securities and one Officer shall execute the coupons appertaining thereto for the Company by manual or facsimile or manual signature in the name and on behalf of the Companysignature. The Company's seal of the Company, if any, shall be reproduced on the SecuritiesSecurities and may be in facsimile form. If an Officer or a Secretary whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticatedTrustee authenticates the Security, 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 do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agentvalid nevertheless. A Security and the coupons appertaining thereto shall not be valid until the Trustee or Authenticating Agent manually signs the certificate certifi- cate of authentication on the Security or on the Security to which such coupon appertains by an authorized officerSecurity. The signature shall be conclusive evidence evi- dence that the Security or the Security to which the coupon appertains has been authenticated 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, Series executed by the Company to the Trustee for authentication Trustee, together with a Company Order for the applicable documents referred authentication and delivery of such Securities. The Company Order may provide that the Secu- rities which are the subject thereof shall be authenticated and delivered by the Trustee upon the telephonic, written or other order of persons designated in the Company Order, and that such persons are authorized to below in this Sectionspecify the terms and conditions of such Securities, to the extent permitted by the Autho- rizing Resolution and/or supplemental indenture (if any) relating thereto. The Trustee shall execute and deliver the supplemental indenture (if any) relating to said Securities and the Trustee shall thereupon authenticate and deliver said Securi- ties as specified in such Securities Company Order; provided that, prior to or upon the written order authentica- tion and delivery of the Company. In authenticating any first Securities of a seriesany Series, the Trustee shall be entitled to receive prior to have received: (1) a copy of the authentication Authorizing Resolution, with a copy of any Securities the form of such seriesSe- curity approved thereby attached thereto, and (subject to Article 7) shall be fully protected or a supplemental indenture in relying uponrespect of the issuance of the Series, unless and until such documents have been superseded or revoked:executed on behalf of the Company;

Execution and Authentication. Two Officers The chairman of the board of directors, the president, the executive vice president or any senior vice president and the treasurer or any assistant treasurer or the secretary or any assistant secretary shall execute the Securities and one Officer shall execute the coupons appertaining thereto (other than coupons) for the Company by facsimile or manual signature in the name and 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”"AUTHENTICATING AGENT") to authenticate SecuritiesSecurities (other than coupons). The 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 Authenticating Agent. A Security and the coupons appertaining thereto (other than coupons) shall not be valid until 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 officerSecurity. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver make available for delivery such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the first authentication of any Securities of such series, and (subject to Article 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:

Execution and Authentication. Two Officers The chairman of the board of directors, the president, the executive vice president or any senior vice president and the treasurer or any assistant treasurer or the secretary or any assistant secretary shall execute the Securities and one Officer shall execute the coupons appertaining thereto (other than coupons) for the Company by facsimile or manual signature in the name and 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 SecuritiesSecurities (other than coupons). The 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 Authenticating Agent. A Security and the coupons appertaining thereto (other than coupons) shall not be valid until 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 officerSecurity. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver make available for delivery such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the first authentication of any Securities of such series, and (subject to Article 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:

Execution and Authentication. Two Officers shall execute the Securities and one Officer shall execute the coupons appertaining thereto (other than coupons) for the Company by facsimile or manual signature in the name and 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 SecuritiesSecurities (other than coupons). The 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 Authenticating Agent. A Security and the coupons appertaining thereto (other than coupons) shall not be valid until 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 officerSecurity. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 together with 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. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the first authentication of any Securities of such series, and (subject to Article 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:

Execution and Authentication. Two Officers The Securities (other than coupons) and the Guarantee shall execute the Securities and one Officer shall execute the coupons appertaining thereto for be executed on behalf of the Company and of the Guarantor, as the case may be, by two of their respective Officers by facsimile or manual signature in the name and on behalf of the Company. The seal Company and of the CompanyGuarantor, if any, shall be reproduced on as the Securitiescase may be. If an Officer whose signature is on a Security or coupon appertaining thereto the Guarantee no longer holds that office at the time the Security or the Guarantee is authenticated, the Security and such coupon or the Guarantee shall nevertheless be valid. The Trustee, at the expense of the Company, or if the Company shall fail to pay such expense, the Guarantor, may appoint an authenticating agent (the “"Authenticating Agent”") to authenticate SecuritiesSecurities (other than coupons). The 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 Authenticating Agent. A Security and the coupons appertaining thereto (other than coupons) shall not be valid until 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 officerSecurity. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 Company, with the Guarantee of the Guarantor endorsed thereon, to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver make available for delivery such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the first authentication of any Securities of such series, and (subject to Article 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:

Execution and Authentication. Two Officers or an Officer and the Secretary of the Company shall execute sign the Securities and one Officer shall execute the coupons appertaining thereto for the Company by manual or facsimile or manual signature in the name and on behalf of the Companysignature. The Company's seal of the Company, if any, shall be reproduced on the SecuritiesSecurities and may be in facsimile form. If an Officer or a Secretary whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticatedTrustee authenticates the Security, 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 do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agentvalid nevertheless. A Security and the coupons appertaining thereto shall not be valid until 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 officerSecurity. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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, Series executed by the Company to the Trustee for authentication Trustee, together with a Company Order for the applicable documents referred authentication and delivery of such Securities. The Company Order may provide that the Securities which are the subject thereof shall be authenticated and delivered by the Trustee upon the telephonic, written or other order of persons designated in the Company Order, and that such persons are authorized to below in this Sectionspecify the terms and conditions of such Securities, to the extent permitted by the Authorizing Resolution and/or supplemental indenture (if any) relating thereto. The Trustee shall execute and deliver the supplemental indenture (if any) relating to said Securities and the Trustee shall thereupon authenticate and deliver said Securities as specified in such Securities Company Order; PROVIDED that, prior to or upon the written order authentication and delivery of the Company. In authenticating any first Securities of a seriesany Series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revokedreceived:

Execution and Authentication. Two Officers One Officer shall execute the Securities and one Officer shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and 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 do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. A Security and the coupons appertaining thereto shall not be valid until the Trustee or Authenticating Agent signs, manually signs or by facsimile, the certificate of authentication on the Security or on the Security to which such coupon appertains by an authorized officer. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 together with 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. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:

Execution and Authentication. Two Officers shall execute the Securities and one Officer shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and 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 do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. A Security and the coupons appertaining thereto shall not be valid until 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 officersignatory. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 together with 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. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:

Execution and Authentication. Two Officers One Officer of the Company shall execute sign the Securities and one Officer shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and on behalf of the CompanyCompany by manual or facsimile signature. The Company’s seal of the Companymay be (but shall not be required to be) impressed, if anyaffixed, shall be imprinted or reproduced on the SecuritiesSecurities and may be in facsimile form. If an Officer of the Company whose signature is on this Indenture or a Security or coupon appertaining thereto no longer holds that office at the time the Trustee authenticates such Security is authenticatedor at any time thereafter, 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 do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agentvalid nevertheless. A Security and the coupons appertaining thereto shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated by the Trustee or Authenticating Agent manually signs the certificate manual signature of authentication on the Security or on the Security to which such coupon appertains by an authorized officer. The signatory of the Trustee, which signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated under this Indenture. At any time The Trustee or, as the case may be, an Authenticating Agent, shall authenticate 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 and delivered to the Trustee or Authenticating Agent for authentication together along with an Issuer Order. Such Issuer Order shall specify the applicable documents referred amount of the Securities to below in this Section, be authenticated and the Trustee shall thereupon authenticate date on which the issue of Securities is to be authenticated and deliver such either detail or attach the information from Section 2.02. The Company may issue Additional Securities to or upon the written order of the Companyunder this Indenture. In authenticating any Securities of a seriessuch Securities, the Trustee and the Securities Administrator shall receive, and shall be entitled to receive prior conclusively rely upon, an Opinion of Counsel substantially to the authentication of any Securities of such series, and (subject to Article 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revokedeffect that:

Execution and Authentication. Two Officers The Securities shall execute the Securities and one Officer shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and be executed on behalf of the CompanyCompany by any Officer. The seal signature of the Company, if any, shall be reproduced Officer on the SecuritiesSecurities may be manual or facsimile. If an Officer whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticatedTrustee authenticates the Security, the Security shall be valid nevertheless. At any time after the execution and delivery of this Indenture, the Company may deliver Securities executed by the Company to the Trustee for authentication, together with a written order of the Company in the form of an Officers’ Certificate for the authentication and delivery of such Securities, and the Trustee in accordance with such written order of the Company shall authenticate and deliver such Securities. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Securities shall originally be issued only in registered form without coupons and only in denominations of $1,000 of principal amount and any integral multiple thereof. The Trustee shall authenticate and deliver the Securities for original issue in an aggregate principal amount of $120,000,000, upon receipt of one or more Company Orders and such coupon shall nevertheless other documents as may be validrequired under this Indenture. The Trustee, aggregate principal amount of the Securities due at the expense Maturity Date thereof outstanding at any time may not exceed the applicable amount set forth in the foregoing sentence. The Trustee may appoint authenticating agents. The Trustee may at any time after the execution of the Company, may Indenture appoint an authenticating agent acceptable to the Company to authenticate Securities (the “Authenticating Agent”) to authenticate Securities). The Authenticating Agent may authenticate Securities whenever the Trustee may do so, except any Securities issued pursuant to Section 2.07. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. A Security and The Authenticating Agent shall have the coupons appertaining thereto shall not be valid until same right to deal with the Company as the Trustee or Authenticating Agent manually signs the certificate of authentication on the Security or on the Security with respect to such matters for which such coupon appertains by an authorized officer. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains it has been authenticated 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 together with 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. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:appointed.

Execution and Authentication. Two Officers shall execute the Securities and one Officer shall execute the coupons appertaining thereto (other than coupons) for the Company by facsimile or manual signature in the name and 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 acceptable to the Company (the “Authenticating Agent”"AUTHENTICATING AGENT") to authenticate SecuritiesSecurities (other than coupons). The 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 Authenticating Agent. A Security and the coupons appertaining thereto (other than coupons) shall not be valid until 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 officerSecurity. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 together with a written order of the Company to an authenticate and deliver such Securities and 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. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the first authentication of any Securities of such series, and (subject to Article 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:

Execution and Authentication. Two Officers One Officer shall execute sign the Securities and one Officer shall execute the coupons appertaining thereto for the Company by manual or facsimile or manual signature in the name and on behalf of the Company. The seal of the Company, if any, shall be reproduced on the Securitiessignature. If an Officer whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticatedTrustee authenticates the Security, the Security and such coupon shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually authenticates the Security. The Trustee, at the expense signature of the CompanyTrustee on a Security shall be conclusive evidence that such Security has been duly and validly authenticated and 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 Trustee shall authenticate and make available for delivery: (1) Initial Securities for original issue on the Issue Date in an aggregate principal amount of $200.0 million, (2) any Additional Securities for original issue from time to time after the Issue Date in such principal amounts as set forth in Section 2.16 and (3) Exchange Securities for issue only in a Registered Exchange Offer pursuant to the Registration Rights Agreement, and only in exchange for Initial Securities of an equal principal amount, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company (the “Company Order”). Such Company Order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and whether the Securities are to be Initial Securities or Exchange Securities. The aggregate principal amount of Initial Securities which may be authenticated and delivered under this Indenture is limited to $200.0 million outstanding. Additionally, the Company may from time to time, without notice to or consent of the Holders, issue such additional principal amounts of Additional Securities as may be issued and authenticated by the Trustee (upon Company order) pursuant to clause (2) of this paragraph, and Securities authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities of the same class pursuant to Section 2.6, Section 2.9, Section 2.11, Section 5.8, Section 9.5 and except for transactions similar to the Registered Exchange Offer. All Securities issued on the Issue Date shall be identical in all respects other than issue dates, the date from which interest accrues and any changes relating thereto. Notwithstanding anything to the contrary contained in this Indenture, 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. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Securities. The 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 to authentication by the Trustee includes authentication by such the Authenticating Agent. A Security In case the Company or any 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 assets substantially as an entirety to any Person, and the coupons appertaining thereto successor Person resulting from such consolidation, or surviving such merger, or into which the Company or any Subsidiary Guarantor shall not be valid until 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 Authenticating Agent manually signs the certificate of authentication on the Security delivered prior to such consolidation, merger, conveyance, transfer, lease or on the Security to which such coupon appertains by an authorized officer. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated under this Indenture. At any time and other disposition may, from time to time after time, at the execution request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and delivery form as may be appropriate, but otherwise in substance of this Indenture, like tenor as the Company may deliver Securities surrendered for such exchange and of any series having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, like principal amount; and the Trustee Trustee, upon Company Order of the successor Person, shall thereupon authenticate and deliver Securities as specified in such order for the purpose of such exchange. If Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the written order option of the Company. In authenticating any Holders but without expense to them, shall provide for the exchange of all Securities of a series, at the Trustee shall be entitled to receive prior to the authentication of any time outstanding for Securities of authenticated and delivered in such series, and (subject to Article 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:new name.

Execution and Authentication. Two Officers shall execute sign the Securities and one Officer shall execute the coupons appertaining thereto for the Company by manual or facsimile or manual signature in the name and on behalf of the Company. The seal of the Company, if any, shall be reproduced on the Securitiessignature. If an Officer whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticatedTrustee authenticates the Security, 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 do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agentvalid nevertheless. A Security and the coupons appertaining thereto shall not be valid until an authorized signatory of the Trustee manually or Authenticating Agent manually electronically signs the certificate of authentication on the Security or on the Security to which such coupon appertains by an authorized officerSecurity. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 written order of the applicable documents referred to below in this SectionCompany for the authentication and delivery of such Securities, signed by two Officers, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the in accordance with such written order of the Companyorder. In authenticating any such Securities of a seriesand accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive prior to the authentication of any Securities of such seriesprovided with, and (subject to Article 7Section 7.1) shall be fully protected in relying upon, unless an Opinion of Counsel and until such documents an Officers’ Certificate stating that the form and terms thereof have been superseded established in conformity with the provisions of this Indenture. 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 revoked:immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentication. Two Officers of the Company shall execute sign the Securities and one Officer shall execute the coupons appertaining thereto for the Company by manual or facsimile or manual signature in the name and on behalf of the Companysignature. The Company's seal of the Company, if any, shall be reproduced on the SecuritiesSecurities and may be in facsimile form. 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. A Security shall not be valid until authenticated by the manual signature of the Trustee. The signature of the Trustee shall be conclusive evidence that the Security has been authenticated under this Indenture. The form of Trustee's certificate of authentication to be borne by the Securities shall be substantially as set forth in Exhibit A hereto. The Trustee shall, at upon a written order of the expense Company signed by two Officers of the Company, initially authenticate Securities for original issue up to the aggregate principal amount stated in paragraph 4 of the Securities. The aggregate principal amount of Securities outstanding at any time shall not exceed the amount set forth herein except as provided in Section 2.8 hereof. The Securities shall be issued only in fully registered form, without coupons and only in denominations of $1,000 and any integral multiple thereof. All Securities issued under this Indenture shall vote and consent together on all matters as one class and no series of Securities will have the right to vote or consent as a separate class on any matter. The Trustee may appoint an authenticating agent (acceptable to the “Authenticating Agent”) Company to authenticate Securities. The Authenticating Agent Company agrees to pay to each authenticating agent from time to time reasonable compensation under this Section 2.2. 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 Authenticating Agentagent. A Security and An authenticating agent has the coupons appertaining thereto shall not be valid until the Trustee or Authenticating same rights as an Agent manually signs the certificate of authentication on the Security or on the Security to which such coupon appertains by an authorized officer. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated under this Indenture. At any time and from time to time after the execution and delivery of this Indenture, deal with the Company may deliver Securities of any series having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with 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 an Affiliate of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:.

Execution and Authentication. Two Officers shall execute the Securities and one Officer shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and 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 do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. A Security and the coupons appertaining thereto shall not be valid until the Trustee or Authenticating Agent signs, manually signs or by facsimile, the certificate of authentication on the Security or on the Security to which such coupon appertains by an authorized officer. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 together with 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. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:

Execution and Authentication. Two One or more Officers shall execute sign the Securities and one Officer shall execute the coupons appertaining thereto for the Company by manual or facsimile or manual signature in the name and on behalf of the Company. The seal of the Company, if any, shall be reproduced on the Securitiessignature. If an Officer whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticatedTrustee authenticates the Security, 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 do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agentvalid nevertheless. A Security and the coupons appertaining thereto shall not be valid until an authorized signatory of 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 officerSecurity. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 written order of the applicable documents referred to below in this SectionCompany for the authentication and delivery of such Securities, signed by one or more Officers, and the Trustee in accordance with such written order shall thereupon authenticate and deliver such Securities to or upon the written order of the CompanySecurities. In authenticating any such Securities of a seriesand accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive prior to the authentication of any Securities of such seriesreceive, and (subject to Article 7Section 7.01) shall be fully protected in relying upon, unless an Opinion of Counsel stating that the form and until such documents terms thereof have been superseded established in conformity with the provisions of this Indenture. 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 revoked:immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentication. Two Officers shall execute the Securities and one Officer shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and 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 do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. A Security and the coupons appertaining thereto shall not be valid until 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 officer. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 together with 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. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 7) shall be fully protected in conclusively relying upon, unless and until such documents have been superseded or revoked:

Execution and Authentication. Two Officers One Officer of the Company shall execute the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and on behalf of the Company. The seal of the Company, if any, shall be reproduced on the Securities. If an Officer of the Company 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 do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. A Security and the coupons appertaining thereto shall not be valid until the Trustee or Authenticating Agent signs, manually signs or by facsimile, the certificate of authentication on the Security or on the Security to which such coupon appertains by an authorized officerappertains. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 together with 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. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 7) ARTICLE 8) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:

Execution and Authentication. Two Officers shall execute sign the Securities for the Issuer by manual or facsimile signature. The Issuer's seal shall be impressed, affixed, imprinted or reproduced on the Securities and one Officer shall execute the coupons appertaining thereto for the Company by may be in facsimile or manual signature in the name and on behalf of the Company. The seal of the Company, if any, shall be reproduced on the Securitiesform. If an Officer whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticatedTrustee authenticates the Security, the Security shall be valid nevertheless. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securities of any series (including the Original Securities) executed by the Issuer to the Trustee for authentication, together with a written order of the Issuer in the form of an Officers' Certificate or an indenture supplemental hereto for the authentication and delivery of such coupon Securities, and the Trustee in accordance with such written order of the Issuer shall nevertheless authenticate and deliver such Securities. A Security shall not be validvalid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The Trustee, at signature shall be conclusive evidence that the expense of the Company, Security has been authenticated under this Indenture. The Trustee may appoint an authenticating agent (reasonably acceptable to the “Authenticating Agent”) Issuer to authenticate the Securities. The Authenticating Agent 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 Authenticating Agentagent. A Security An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and the coupons appertaining thereto shall not be valid until 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 officer. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 together with 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. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:demands.

Execution and Authentication. Two Officers One Officer shall execute the Securities and one Officer shall execute the coupons appertaining thereto for the Company by facsimile facsimile, manual signature or manual electronic signature in the name and 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 do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. A Security and the coupons appertaining thereto shall not be valid until 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 officersignatory of the Trustee or the Authenticating Agent. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 together with a written request for the authentication and delivery of such Securities and 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. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 7) shall be fully protected in conclusively relying upon, unless and until the Trustee receives written notice that such documents have been superseded or revoked:

Execution and Authentication. Two Officers shall execute the Securities and one Officer shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and 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 do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. A Security and the coupons appertaining thereto shall not be valid until 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 officersignatory of the Trustee. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 together with 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. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article ‎Article 7) shall be fully protected in conclusively relying upon, unless and until the Trustee receives written notice that such documents have been superseded or revoked:

Execution and Authentication. Two Officers The Securities (other than coupons) and the Guarantee shall execute the Securities and one Officer shall execute the coupons appertaining thereto for be executed on behalf of the Company and of the Guarantor, as the case may be, by two of their respective Officers by facsimile or manual signature in the name and on behalf of the Company. The seal Company and of the CompanyGuarantor, if any, shall be reproduced on as 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 validcase may be. The Trustee, at the expense of the Company, or if the Company shall fail to pay such expense, the Guarantor, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate SecuritiesSecurities (other than coupons). The 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 Authenticating Agent. A Security and the coupons appertaining thereto (other than coupons) shall not be valid until 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 officerSecurity. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 Company, with the Guarantee of the Guarantor endorsed thereon, to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver make available for delivery such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the first authentication of any Securities of such series, and (subject to Article 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:

Execution and Authentication. Two Officers One Officer of the Company shall execute sign the Securities and one Officer shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and on behalf of the CompanyCompany by manual or facsimile signature. The Company’s seal of the Companymay be (but shall not be required to be) impressed, if anyaffixed, shall be imprinted or reproduced on the SecuritiesSecurities and may be in facsimile form. If an Officer of the Company whose signature is on this Indenture or a Security or coupon appertaining thereto no longer holds that office at the time the Trustee authenticates such Security is authenticatedor at any time thereafter, 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 do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agentvalid nevertheless. A Security and the coupons appertaining thereto shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated by the Trustee or Authenticating Agent manually signs the certificate manual signature of authentication on the Security or on the Security to which such coupon appertains by an authorized officer. The signatory of the Trustee, or, as the case may be, an Authenticating Agent, which signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated under this Indenture. At any time The Trustee or, as the case may be, an Authenticating Agent, shall authenticate 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 and delivered to the Trustee or Authenticating Agent for authentication together along with an Issuer Order. Such Issuer Order shall specify the applicable documents referred amount of the Securities to below in this Section, be authenticated and the Trustee shall thereupon authenticate date on which the issue of Securities is to be authenticated and deliver such either detail or attach the information from Section 2.02. The Company may issue Additional Securities to or upon the written order of the Companyunder this Indenture. In authenticating any Securities of a seriessuch Securities, the Trustee and the Securities Administrator shall receive, and shall be entitled to receive prior conclusively rely upon, an Opinion of Counsel substantially to the authentication of any Securities of such series, and (subject to Article 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revokedeffect that:

Execution and Authentication. Two Officers The Securities shall execute the Securities and one Officer shall execute the coupons appertaining thereto for be signed on behalf of the Company by facsimile or manual signature one of its Officers. Signatures may be in the name form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer, notwithstanding the fact that at the time the Securities shall be authenticated and on behalf delivered or disposed of such Person shall have ceased to be such an officer of the Company. The seal of the CompanySecurities may contain such notations, if anylegends or endorsements required by law, stock exchange rule or usage. Each Security shall be reproduced on dated 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 date of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to its authentication by the Trustee includes authentication by such Authenticating AgentTrustee. A Security and the coupons appertaining thereto shall not be valid until the Trustee or Authenticating Agent authenticated manually signs the certificate of authentication on the Security or on the Security to which such coupon appertains by an authorized officersignatory of the Trustee, or by an Authenticating Agent. The Such signature shall be conclusive evidence that the Security or the Security to which the coupon appertains so authenticated has been duly authenticated under 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication authentication, together with a written order of the applicable documents referred to below in this SectionCompany for the authentication and delivery of such Securities, signed by an Officer, and the Trustee in accordance with such written order shall thereupon authenticate and deliver such Securities to or upon the written order of the CompanySecurities. In authenticating any such Securities of a seriesand accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive prior to the authentication of any Securities of such seriesreceive, and (subject to Article 7Section 7.01) shall be fully protected in relying upon, unless an Opinion of Counsel stating that the form and until such documents terms thereof have been superseded established in conformity with the provisions of this Indenture. 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 revoked:immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentication. Two Officers The Company shall execute approve the form of the Securities and any notation, legend or endorsement thereon. Each Security shall be dated the date of issuance and shall show the date of its authentication. The terms and provisions contained in the Securities 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. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall execute sign, and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the coupons appertaining thereto Securities for the Company by manual or facsimile or manual signature in the name and on behalf of the Company. The seal of the Company, if any, shall be reproduced on the Securitiessignature. If an Officer or Assistant Secretary whose signature is on a Security was an Officer or coupon appertaining thereto Assistant Secretary at the time of such execution but no longer holds that office or position at the time the Security is authenticatedTrustee authenticates the Security, 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 do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. A Security and the coupons appertaining thereto (other than coupons) shall not be valid until 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 officerSecurity. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 together with 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. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the first authentication of any Securities of such series, and (subject to Article 76) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:

Execution and Authentication. Two Officers The Securities shall execute the Securities and one Officer shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and be executed on behalf of the CompanyCompany by any Officer of the Company and any Guarantee shall be executed on behalf of the Guarantor by any Officer of the Guarantor. The seal signature of the Company, if any, shall be reproduced any of these Officers on the SecuritiesSecurities may be manual or facsimile. If an Officer whose signature is on a Security or coupon appertaining thereto any Guarantee endorsed thereon no longer holds that office at the time the Security is authenticated, the Security and such coupon Guarantee shall nevertheless be valid. The Trustee, at the expense of the Company, Trustee may appoint an authenticating agent acceptable to the Company (the an “Authenticating Agent”) to authenticate Securities. The 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 any Authenticating Agent. A Unless otherwise established pursuant to Section 2.03 for the Securities of any series, no Security and the coupons appertaining thereto or Guarantee endorsed thereon shall not be valid until the Trustee or an Authenticating Agent manually signs the certificate of authentication on the Security or on the Security to which such coupon appertains by an authorized officerSecurity. The Such signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having endorsed thereon Guarantees executed by the Guarantor to the Trustee for authentication together with the applicable documents referred to below in this SectionSection 2.02, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company. In authenticating any the Securities of a any series, the Trustee shall be entitled to receive prior to the first authentication of any Securities of such series, and (subject to Article 7) shall be fully protected in relying upon, unless in addition to the Officer’s Certificate and until such documents have been superseded or revokedOpinion of Counsel required by Section 11.02:

Execution and Authentication. Two Officers Any Officer shall execute the Securities and one any Officer shall execute the coupons coupons, if any, appertaining thereto for the Company by facsimile or manual signature in the name and 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 do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. A Security and the coupons appertaining thereto shall not be valid until 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 officer. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 together with 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. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:

Execution and Authentication. Two Officers shall execute the Securities and one Officer shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and 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 do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. A Security and the coupons appertaining thereto shall not be valid until 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 officersignatory of the Trustee. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 together with 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. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article ‎Article 7) shall be fully protected in conclusively relying upon, unless and until the Trustee receives written notice that such documents have been superseded or revoked:

Execution and Authentication. Two Officers shall execute the Securities and one Officer shall execute the coupons appertaining thereto (other than coupons) for the Company by facsimile or manual signature in the name and on behalf of the Company. Two Officers shall execute the Guarantees for the Guarantor by facsimile or manual signature in the name and on behalf of the Guarantor. 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”"AUTHENTICATING AGENT") to authenticate SecuritiesSecurities (other than coupons). The 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 Authenticating Agent. A Security and the coupons appertaining thereto (other than coupons) shall not be valid until 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 officerSecurity. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 and the Guarantor to the Trustee for authentication together with 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. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the first authentication of any Securities of such series, and (subject to Article 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:

Execution and Authentication. Two Officers One Officer of the Company shall execute sign the Securities and one Officer shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and on behalf of the CompanyCompany by manual or facsimile signature. The Company’s seal of the Companymay be (but shall not be required to be) impressed, if anyaffixed, shall be imprinted or reproduced on the SecuritiesSecurities and may be in facsimile form. If an Officer of the Company whose signature is on this Indenture or a Security or coupon appertaining thereto no longer holds that office at the time the Trustee authenticates such Security is authenticatedor at any time thereafter, 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 do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agentvalid nevertheless. A Security and the coupons appertaining thereto shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated by the Trustee or Authenticating Agent manually signs the certificate manual signature of authentication on the Security or on the Security to which such coupon appertains by an authorized officer. The signatory of the Trustee, which signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated under this Indenture. At any time The Trustee or, as the case may be, an Authenticating Agent, shall authenticate 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 and delivered to the Trustee or Authenticating Agent for authentication together along with an Issuer Order. Such Issuer Order shall specify the applicable documents referred amount of the Securities to below in this Section, be authenticated and the Trustee shall thereupon authenticate date on which the issue of Securities is to be authenticated and deliver such either detail or attach the information from Section 2.02. The Company may issue Additional Securities to or upon the written order of the Companyunder this Indenture. In authenticating any Securities of a seriessuch Securities, the Trustee shall receive, and shall be entitled to receive prior conclusively rely upon, an Opinion of Counsel substantially to the authentication of any Securities of such series, and (subject to Article 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revokedeffect that:

Execution and Authentication. Two Officers If certificated, the Bonds shall execute the Securities and one Officer shall execute the coupons appertaining thereto for be signed on behalf of the Company by facsimile its Sole Manager or manual signature another authorized signatory. Signatures may be in the name form of a manual, or facsimile signature. The Company may use the manual or facsimilesignature of any Person who shall have been a Sole Manager, notwithstanding the fact that at the time the Bonds shall be authenticated and on behalf delivered or disposed of such Person shall have ceased to be the Sole Manager of the Company. The seal of the CompanyBonds may contain such notations, if anylegends or endorsements required by law, shall be reproduced on the Securitiesstock exchange rule or usage. If an Officer whose signature is on certificated, 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 do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. A Security and the coupons appertaining thereto Bond shall not be valid until the Trustee authenticated manually or Authenticating Agent manually signs the certificate of authentication on the Security or on the Security to which such coupon appertains facsimile by an authorized officersignatory of the Trustee, or by an Authenticating Agent. The Such signature shall be conclusive evidence that the Security or the Security to which the coupon appertains Bond so authenticated has been duly authenticated under 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 having attached thereto appropriate coupons, if any, Bonds executed by the Company to the Trustee for authentication authentication, together with a written order of the applicable documents referred to below in this SectionCompany for the authentication and delivery of such Bonds, signed by its Sole Manager, and the Trustee in accordance with such written order shall thereupon authenticate and deliver such Securities Bonds. Prior to or upon the written order initial issuance of the Company. In authenticating any Securities of a seriesBonds, in accepting the additional responsibilities under this Indenture in relation to such Bonds, the Trustee shall be entitled to receive prior to the authentication of any Securities of such seriesreceive, and (subject to Article 7Section 7.01) shall be fully protected in relying upon, unless an Opinion of Counsel stating that (1) the Company is permitted by law to enter into this Indenture, (2) the form and until such documents terms of the Bonds have been superseded established in conformity with the provisions of this Indenture, all SEC requirements, and other applicable laws and regulations, and (3) that such Bonds, when authenticated and delivered by the Trustee and issued by the Company will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to any Bankruptcy Law or revoked:other insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether enforcement is sought in a proceeding in equity or at law); and a Sole Manager’s Certificate stating that all conditions precedent provided for in this Indenture relating to the issuance of the Bonds have been complied with and that, to the best of the knowledge of the signers of such Sole Manager’s Certificate, no Event of Default with respect to any of the Bonds shall have occurred and be continuing. Additionally, prior to the issuance of any Bonds after the initial issuance, the Company shall deliver to the Trustee a Sole Manager’s Certificate stating that all conditions precedent provided for in this Indenture relating to the issuance of the Bonds have been complied with and that, to the best of the knowledge of the signers of such Sole Manager’s Certificate, no Event of Default with respect to any of the Bonds shall have occurred and be continuing. The Trustee may conclusively rely upon the Opinion of Counsel and Sole Manager’s Certificate in authenticating the Bonds and accepting the responsibility under this Indenture. The Trustee shall not be required to authenticate such Bonds if the issue of such Bonds pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Bonds and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentication. Two Officers One Officer of the Company shall execute sign the Securities and one Officer shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and on behalf of the CompanyCompany by manual or facsimile signature. The Company’s seal of the Companymay be (but shall not be required to be) impressed, if anyaffixed, shall be imprinted or reproduced on the SecuritiesSecurities and may be in facsimile form. If an Officer of the Company whose signature is on this Indenture or a Security or coupon appertaining thereto no longer holds that office at the time the Trustee authenticates such Security is authenticatedor at any time thereafter, 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 do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agentvalid nevertheless. A Security and the coupons appertaining thereto shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated by the Trustee or Authenticating Agent manually signs the certificate manual signature of authentication on the Security or on the Security to which such coupon appertains by an authorized officer. The signatory of the Trustee, or, as the case may be, an Authenticating Agent, which signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated under this Indenture. At any time The Trustee or, as the case may be, an Authenticating Agent, shall authenticate 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 and delivered to the Trustee or Authenticating Agent for authentication together along with an Issuer Order. Such Issuer Order shall specify the applicable documents referred amount of the Securities to below in this Section, be authenticated and the Trustee shall thereupon authenticate date on which the issue of Securities is to be authenticated and deliver such either detail or attach the information from Section 2.02. The Company may issue Additional Securities to or upon the written order of the Companyunder this Indenture. In authenticating any Securities of a seriessuch Securities, the Trustee shall receive, and shall be entitled to receive prior conclusively rely upon, an Opinion of Counsel substantially to the authentication of any Securities of such series, and (subject to Article 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revokedeffect that:

Execution and Authentication. Two Officers shall execute the Securities and one Officer shall execute the coupons coupons, if any, appertaining thereto thereto, for the Company by facsimile or manual signature in the name and 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, Trustee may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The 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 Authenticating Agent. A Security and the coupons appertaining thereto thereto, if any, shall not be valid until 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 officersignatory. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been duly authenticated 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 together with 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. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:

Execution and Authentication. Two Officers The Securities shall execute the Securities and one Officer shall execute the coupons appertaining thereto for be signed on behalf of the Company by facsimile or manual signature one of its Officers. Signatures may be in the name form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer, notwithstanding the fact that at the time the Securities shall be authenticated and on behalf delivered or disposed of such Person shall have ceased to be such an officer of the Company. The seal of the CompanySecurities may contain such notations, if anylegends or endorsements required by law, stock exchange rule or usage. Each Security shall be reproduced on dated 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 date of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to its authentication by the Trustee includes authentication by such Authenticating AgentTrustee. A Security and the coupons appertaining thereto shall not be valid until the Trustee or Authenticating Agent authenticated manually signs the certificate of authentication on the Security or on the Security to which such coupon appertains by an authorized officersignatory of the Trustee, or by an Authenticating Agent. The Such signature shall be conclusive evidence that the Security or the Security to which the coupon appertains so authenticated has been duly authenticated under 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication authentication, together with a written order of the applicable documents referred to below in this SectionCompany for the authentication and delivery of such Securities, signed by an Officer, and the Trustee in accordance with such written order shall thereupon authenticate and deliver such Securities to or upon the written order of the CompanySecurities. In authenticating any such Securities of a seriesand accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive prior to the authentication of any Securities of such seriesreceive, and (subject to Article 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:to

Execution and Authentication. Two Officers Any Officer shall execute the Securities and one any Officer shall execute the coupons coupons, if any, appertaining thereto for the Company by facsimile or manual signature in the name and 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 do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. A Security and the coupons appertaining thereto shall not be valid until 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 officer. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 together with 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 CompanyCompany signed by an Officer. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:

Execution and Authentication. Two Officers shall execute the Securities and one Officer shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and 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 do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. A Security and the coupons appertaining thereto shall not be valid until 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 officerSecurity. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 together with 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. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the first authentication of any Securities of such series, and (subject to Article 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:

Execution and Authentication. Two Officers shall execute sign the Securities and one Officer shall execute the coupons appertaining thereto for the Company by manual or facsimile or manual signature in the name and on behalf of the Companysignature. The Company's seal of the Company, if any, shall be impressed, affixed, imprinted or reproduced on the SecuritiesSecurities and may be in facsimile form. If an Officer whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticatedTrustee authenticates the Security, 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 do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. A Security and the coupons appertaining thereto shall not be valid until 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 officer. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated under this Indenturenevertheless. 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, (including the Original Securities) executed by the Company to the Trustee for authentication authentication, together with a written order of the applicable documents referred to below Company in this Sectionthe form of an Officers' Certificate or an indenture supplemental hereto for the authentication and delivery of such Securities, and the Trustee in accordance with such written order of the Company shall thereupon authenticate and deliver such Securities to or upon the written order Securities. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee or the Company, with notice to the Trustee, may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. In Unless limited by the terms of such appointment, an authenticating any agent may authenticate Securities of a series, whenever the Trustee shall be entitled may do so. Each reference in this Indenture to receive prior 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 any Securities of such series, notices and (subject to Article 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:demands.

Execution and Authentication. Two Officers The chairman of the board of directors, the chairman, any vice chairman, the president, the executive vice president, any senior vice president, the treasurer or any assistant treasurer shall execute the Securities and one Officer shall execute the coupons appertaining thereto (other than coupons) for the Company by facsimile or manual signature in the name and 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. Delivery by facsimile transmission shall not affect the validity of the Securities. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “"Authenticating Agent”") to authenticate SecuritiesSecurities (other than coupons). The 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 Authenticating Agent. A Security and the coupons appertaining thereto (other than coupons) shall not be valid until 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 officerSecurity. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver make available for delivery such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the first authentication of any Securities of such series, and (subject to Article 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:

Execution and Authentication. Two Officers shall execute the Securities and one Officer shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and on behalf of the Company. The seal of the Company, if any, shall may be reproduced on the Securities but the failure to affix said seal shall not invalidate the due execution of 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 do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. A Security and the coupons appertaining thereto shall not be valid until 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 officer. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 together with 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. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:

Execution and Authentication. Two Officers One Officer shall execute sign the Securities and one Officer shall execute the coupons appertaining thereto for the Company by manual or facsimile or manual signature in the name and on behalf of the Company. The seal of the Company, if any, shall be reproduced on the Securitiessignature. If an the Officer whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticatedTrustee authenticates the Security, the Security and such coupon shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually authenticates the Security. The Trustee, at the expense signature of the CompanyTrustee on a Security shall be conclusive evidence that such Security has been duly and validly authenticated and 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 Trustee shall authenticate and make available for delivery: (1) Initial Securities for original issue on the Issue Date in an aggregate principal amount of $400,000,000 and (2) subject to the terms of this Indenture, Additional Securities for original issue in an unlimited principal amount, in each case upon a written order of the Company signed by one Officer of the Company (the “Company Order”). Such Company Order shall specify whether the Securities will be in the form of Definitive Securities or Global Securities, the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and whether the Securities are to be Initial Securities or Additional Securities. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Securities. The Any such instrument shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. 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 to authentication by the Trustee includes authentication by such the Authenticating Agent. A Security An Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. In case the Company, pursuant to Article IV, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of all or substantially all of its assets in one or more transactions to any Person, and the coupons appertaining thereto Successor Company shall not be valid until have executed an indenture supplemental hereto with the Trustee pursuant to Article IV, any of the Securities authenticated or Authenticating Agent manually signs the certificate of authentication on the Security or on the Security delivered prior to which such coupon appertains by an authorized officer. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated under this Indenture. At any time and transaction may, from time to time, at the request of the Successor Company, be exchanged for other Securities executed in the name of the Successor Company, with such 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 Company, shall authenticate and make available for delivery Securities as specified in such order for the purpose of such exchange. If Securities shall at any time after the execution be authenticated and delivery delivered in any new name of a Successor Company pursuant to this Indenture, the Company may deliver Securities Section 2.2 in exchange or substitution for or upon registration of transfer of any series having attached thereto appropriate couponsSecurities, if anysuch Successor Company, executed by at the Company to the Trustee for authentication together with 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 option of the Company. In authenticating any Holders but without expense to them, shall provide for the exchange of all Securities of a series, at the Trustee shall be entitled to receive prior to the authentication of any time outstanding for Securities of authenticated and delivered in such series, and (subject to Article 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:new name.