Common use of Execution, Authentication, Delivery and Dating Clause in Contracts

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, President or a Vice President of the Company (or any other officer of the Company designated in writing by or pursuant to authority of the Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on the Securities may be manual or facsimile. If the terms of the Securities of any series provide that any Guarantee by any Guarantor is to be endorsed on or otherwise attached to, or made part of, Securities of any series, and if the terms of such Securities provide for the execution of such Guarantee by such Guarantor (it being understood and agreed that the terms of Securities of any series may, but need not, provide for the execution of any Guarantee by any Guarantor), such Guarantee shall be executed on behalf of such Guarantor by the Chairman of the Board, President or a Vice President of such Guarantor (or any other officer of such Guarantor designated in writing by or pursuant to authority of the Guarantor’s Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on any Guarantee may be manual or facsimile. Securities and any Guarantees by any Guarantor endorsed thereon bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or such Guarantor, as the case may be, shall bind the Company or such Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company, together with, if the terms of such Securities provide for the endorsement thereon of any Guarantees by any Guarantor, such Guarantees endorsed hereon and, if such terms so provide, executed by such Guarantor, to the Trustee for authentication, together with a Company Order and, if any Guarantee by a Guarantor is to be endorsed on such Securities, a Guarantor Order of such Guarantor, for the authentication and delivery of such Securities with any such Guarantees endorsed thereon, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities with any such Guarantees endorsed thereon. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions or the form or terms of any Guarantees thereof by any Guarantor have been established by or pursuant to one or more Guarantor’s Board Resolutions of such Guarantor as permitted by Sections 201 and 301, in authenticating such Securities with any such Guarantees endorsed thereon, and accepting the additional responsibilities under this Indenture in relation to such Securities and such Guarantees, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating,

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company Issuers by its (i) the Chairman of the Board, President or a Vice President of the Company General Partner (or any other officer of the Company General Partner designated in writing by or pursuant to authority of the Board of Directors with respect to the Company and delivered to the Trustee from time to time) and (ii) if the Co-Issuer is a co-issuer as to such Securities, in addition, by the Chairman of the Board, President, or a Vice President of the Co-Issuer (or any other officer of the Co-Issuer designated in writing by or pursuant to authority of the Board of Directors with respect to the Co-Issuer and delivered to the Trustee from time to time). The signature of any of these officers on the Securities may be manual or facsimile. If the terms of the Securities of any series provide that any Guarantee by any Guarantor is to be endorsed on or otherwise attached to, or made part of, Securities of any series, and if the terms of such Securities provide for the execution of such Guarantee by such Guarantor (it being understood and agreed that the terms of Securities of any series may, but need not, provide for the execution of any Guarantee by any Guarantor), such Guarantee shall be executed on behalf of such Guarantor by the Chairman of the Board, President or a Vice President of such Guarantor (or any other officer of such Guarantor designated in writing by or pursuant to authority of the Guarantor’s Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on any Guarantee may be manual or facsimile. Securities and any Guarantees by any Guarantor endorsed thereon bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company General Partner (as to the execution of Securities by the Company) or the Co-Issuer (as to the execution of Securities by the Co-Issuer) or such Guarantor, as the case may be, shall bind the Company such Issuer or such Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company Issuers may deliver Securities of any series executed by the CompanyIssuers, together with, if the terms of such Securities provide for the endorsement thereon of any Guarantees by any Guarantor, such Guarantees endorsed hereon and, if such terms so provide, executed by such Guarantor, to the Trustee for authentication, together with a Company an Issuer Order and, if any Guarantee by a Guarantor is to be endorsed on such Securities, a Guarantor Order of such Guarantor, for the authentication and delivery of such Securities with any such Guarantees endorsed thereon, and the Trustee in accordance with the Company Issuer Order shall authenticate and deliver such Securities with any such Guarantees endorsed thereon. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions of the Issuers or the form or terms of any Guarantees thereof by any Guarantor have been established by or pursuant to one or more Guarantor’s Board Resolutions of such Guarantor as permitted by Sections 201 and 301, in authenticating such Securities with any such Guarantees endorsed thereon, and accepting the additional responsibilities under this Indenture in relation to such Securities and such Guarantees, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating,

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, President or a its President, one of its Vice President of the Company (Presidents or any other officer of the Company designated in writing person authorized by or pursuant to authority of the its Board of Directors to execute Securities, and delivered any Guarantees to be endorsed on the Trustee from time to time)Securities of a particular series shall be executed on behalf of the applicable Guarantor by an authorized officer or person, in each case under such entity’s corporate seal if required by applicable law, reproduced thereon. The signature of any of these officers or persons on the Securities or Guarantees may be manual or facsimile. If the terms of the Securities of any series provide that any Guarantee by any Guarantor is to be endorsed on or otherwise attached to, or made part of, Securities of any series, and if the terms of such Securities provide for the execution of such Guarantee by such Guarantor (it being understood and agreed that the terms of Securities of any series may, but need not, provide for the execution of any Guarantee by any Guarantor), such Any Global Guarantee shall be executed and delivered on behalf of such the applicable Guarantor by the Chairman of the Boardan authorized officer or person, President or a Vice President of such Guarantor (or any other officer of such Guarantor designated in writing under its corporate seal if required by or pursuant to authority of the Guarantor’s Board of Directors and delivered to the Trustee from time to time)applicable law, reproduced thereon. The signature of any of these officers or persons on any the Global Guarantee may be manual or facsimile. A facsimile of any Global Guarantee may (but need not) be appended to each Security covered by such Global Guarantee. Securities and any or Guarantees by any Guarantor endorsed thereon bearing the manual or facsimile signatures of individuals who were at any time the proper officers or authorized representatives of the Company or such a Guarantor, as the case may beapplicable, shall bind the Company or such and the applicable Guarantor, as the case may beapplicable, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company, together with, if the terms of such Securities provide for the endorsement thereon of any Guarantees by any Guarantor, such Guarantees endorsed hereon Company and, if applicable, endorsed with any Guarantees of the Securities of such terms so provideseries or with a facsimile of any Global Guarantees relating to the Securities of such series appended, executed by such Guarantorin each case, to the Trustee for authentication, together with a Company Order and, if any Guarantee by a Guarantor is to be endorsed on such Securities, a Guarantor Order of such Guarantor, for the authentication and delivery of such Securities with any such Guarantees endorsed thereonSecurities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities with any such Guarantees endorsed thereonthereon or appended thereto. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions or the form or terms of any Guarantees thereof by any Guarantor have been established by or pursuant to one or more Guarantor’s Board Resolutions of such Guarantor as permitted by Sections 201 and 301, in authenticating such Securities with any such Guarantees endorsed thereon, and accepting the additional responsibilities under this Indenture in relation to such Securities and such GuaranteesSecurities, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating,

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, President or a Vice President of the Company (or any other officer of the Company designated in writing by or pursuant to authority of the Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on the Securities may be manual or facsimile. If the terms of the Securities of any series provide that any Guarantee by any Guarantor is to be endorsed on or otherwise attached to, or made part of, Securities of any series, and if the terms of such Securities provide for the execution of such Guarantee by such Guarantor (it being understood and agreed that the terms of Securities of any series may, but need not, provide for the execution of any Guarantee by any Guarantor), such Guarantee shall be executed on behalf of such Guarantor by the Chairman of the Board, President or a Vice President of such Guarantor (or any other officer of such Guarantor designated in writing by or pursuant to authority of the Guarantor’s Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on any Guarantee may be manual or facsimile. Securities and any Guarantees by any Guarantor endorsed thereon bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or such Guarantor, as the case may be, shall bind the Company or such Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company, together with, if the terms of such Securities provide for the endorsement thereon of any Guarantees by any Guarantor, such Guarantees endorsed hereon and, if such terms so provide, executed by such Guarantor, to the Trustee for authentication, together with a Company Order and, if any Guarantee by a Guarantor is to be endorsed on such Securities, a Guarantor Order of such Guarantor, for the authentication and delivery of such Securities with any such Guarantees endorsed thereon, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities with any such Guarantees endorsed thereon. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions or the form or terms of any Guarantees thereof by any Guarantor have been established by or pursuant to one or more Guarantor’s Board Resolutions of such Guarantor as permitted by Sections 201 2.01 and 3013.01, in authenticating such Securities with any such Guarantees endorsed thereon, and accepting the additional responsibilities under this Indenture in relation to such Securities and such Guarantees, the Trustee shall be entitled to receive, and (subject to Section 6016.01) shall be fully protected in relying upon, an Opinion of Counsel stating,

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company Issuers by its their Chairman (or, if applicable, either Co-Chairman) of the Board, President the Chief Executive Officer, the President, any Vice President, the Chief Financial Officer or a Vice President the Treasurer or any Assistant Treasurer and attested by its Secretary or one of its Assistant Secretaries. Coupons shall be executed on behalf of the Company Issuers by their Chairman (or, if applicable, either Co-Chairman) of the Board, the Chief Executive Officer, the President, any Vice President, the Chief Financial Officer, the Treasurer or any other officer Assistant Treasurer, or the Secretary or any Assistant Secretary of the Company designated in writing by or pursuant to authority of the Board of Directors and delivered to the Trustee from time to time)Issuers. The signature of any of these officers on the Securities may be manual or facsimile. If the terms of the Securities of any series provide that any Guarantee by any Guarantor is to be endorsed on or otherwise attached to, or made part of, Securities of any series, and if the terms of such Securities provide for the execution of such Guarantee by such Guarantor (it being understood and agreed that the terms of Securities of any series may, but need not, provide for the execution of any Guarantee by any Guarantor), such Guarantee shall be executed on behalf of such Guarantor by the Chairman of the Board, President or a Vice President of such Guarantor (or any other officer of such Guarantor designated in writing by or pursuant to authority of the Guarantor’s Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on any Guarantee Coupons appertaining thereto may be manual or facsimile. Securities and any Guarantees by any Guarantor endorsed thereon Coupons appertaining thereto bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or such Guarantor, as the case may be, Issuers shall bind the Company or such Guarantor, as the case may beIssuers, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities and Coupons or did not hold such offices at the date of original issuance of such SecuritiesSecurities or Coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company Issuers may deliver Securities of Securities, together with any series Coupons appertaining thereto, executed by the Company, together with, if the terms of such Securities provide for the endorsement thereon of any Guarantees by any Guarantor, such Guarantees endorsed hereon and, if such terms so provide, executed by such GuarantorIssuers, to the Trustee for authentication, together with a Company Order authentication and, if any Guarantee by a Guarantor is provided that the Board Resolution and Officer’s Certificate or supplemental indenture or indentures with respect to be endorsed on such Securities, a Guarantor Securities referred to in Section 3.1 and an Issuer Order of such Guarantor, for the authentication and delivery of such Securities with any such Guarantees endorsed thereonhave been delivered to the Trustee, and the Trustee in accordance with the Company Issuer Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities with any such Guarantees endorsed thereonSecurities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions or the form or terms of any Guarantees thereof by any Guarantor have been established by or pursuant to one or more Guarantor’s Board Resolutions of such Guarantor as permitted by Sections 201 and 301, in In authenticating such Securities with any such Guarantees endorsed thereonSecurities, and accepting the additional responsibilities under this Indenture in relation to such Securities and such Guaranteesany Coupons appertaining thereto, the Trustee shall be entitled to receive, and (subject to Section 601Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in relying upon, an Opinion of Counsel stating,

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, President or a Vice President of the Company (or any other officer of the Company designated in writing by or pursuant to authority of the Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on the Securities may be manual or facsimile. If the terms of the Securities of any series provide that any Guarantee by any Guarantor is to be endorsed on or otherwise attached to, or made part of, Securities of any series, and if the terms of such Securities provide for the execution of such Guarantee by such Guarantor (it being understood and agreed that the terms of Securities of any series may, but need not, provide for the execution of any Guarantee by any Guarantor), such Guarantee shall be executed on behalf of such Guarantor by the Chairman of the Board, President or a Vice President an Officer of such Guarantor (or any other officer of such Guarantor designated in writing by or pursuant to authority of the Guarantor’s Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on any Guarantee may be manual or facsimile. Securities and any Guarantees by any Guarantor endorsed thereon bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or such Guarantor, as the case may be, shall bind the Company or such Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company, together with, if the terms of such Securities provide for the endorsement thereon of any Guarantees by any Guarantor, such Guarantees endorsed hereon and, if such terms so provide, executed by such Guarantor, to the Trustee for authentication, together with a Company Order and, if any Guarantee by a Guarantor is to be endorsed on such Securities, a Guarantor Order of such Guarantor, for the authentication and delivery of such Securities with any such Guarantees endorsed thereon, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities with any such Guarantees endorsed thereon. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions or the form or terms of any Guarantees thereof by any Guarantor have been established by or pursuant to one or more Guarantor’s Board Resolutions of such Guarantor as permitted by Sections 201 2.01 and 3013.01, in authenticating such Securities with any such Guarantees endorsed thereon, and accepting the additional responsibilities under this Indenture in relation to such Securities and such Guarantees, the Trustee shall be entitled to receive, and (subject to Section 6016.01) shall be fully protected in relying upon, an Opinion of Counsel stating,

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman Chairman, Vice Chairman, President, Chief Executive Officer, co-Chief Executive Officer, Chief Financial Officer, any Managing Director or any Vice President. If a Guarantor is a corporation, its Guarantee shall be executed on behalf of the Boardsuch Guarantor by its Chairman, Vice Chairman, President, Chief Executive Officer, co-Chief Executive Officer, Chief Financial Officer, any Managing Director or any Vice President and, if a Guarantor is a partnership or a limited liability company, its Guarantee shall be executed on behalf of such Guarantor by the Chairman, Vice Chairman, President, Chief Executive Officer, co-Chief Executive Officer, Chief Financial Officer, any Managing Director or any Vice President of the Company (its general partner or any other officer of the Company designated in writing by or pursuant to authority of the Board of Directors and delivered to the Trustee from time to time)manager, as applicable. The signature of any of these officers on the Securities or Guarantees may be manual or facsimile. If the terms facsimile signatures of the Securities of present or any series provide that any Guarantee by any Guarantor is to future such authorized officer and may be endorsed on imprinted or otherwise attached to, reproduced on the Securities or made part of, Securities of any series, and if the terms of such Securities provide for the execution of such Guarantee by such Guarantor (it being understood and agreed that the terms of Securities of any series may, but need not, provide for the execution of any Guarantee by any Guarantor), such Guarantee shall be executed on behalf of such Guarantor by the Chairman of the Board, President or a Vice President of such Guarantor (or any other officer of such Guarantor designated in writing by or pursuant to authority of the Guarantor’s Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on any Guarantee may be manual or facsimileGuarantees. Securities and any or Guarantees by any Guarantor endorsed thereon appertaining thereto bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company, Guarantors (or the general partner or manager of such Guarantor) or any successor of the Company or such any Guarantor, as the case may beapplicable, shall bind the Company or such the applicable Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication authentication, as applicable, and delivery of such Securities or Guarantees or did not hold such offices at the date of such SecuritiesSecurities or Guarantees. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series series, executed by the Company, together with, if the terms of such Securities provide for the endorsement thereon of any Guarantees by any Guarantor, such Guarantees endorsed hereon and, if such terms so provide, executed by such Guarantor, Company to the Trustee for authentication, together with a Company Order and, if any Guarantee by a Guarantor is to be endorsed on such Securities, a Guarantor Order of such Guarantor, for the authentication and delivery of such Securities with any such Guarantees endorsed thereonSecurities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities with any such Guarantees endorsed thereonSecurities. If the form or terms all of the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series have been established by or pursuant shall so permit, such Company Order may set forth procedures acceptable to one or more Board Resolutions or the form or Trustee for the issuance of such Securities and determining the terms of any Guarantees thereof by any Guarantor have been established by or pursuant to one or more Guarantor’s Board Resolutions particular Securities of such Guarantor series, such as permitted by Sections 201 interest rate or formula, maturity date, date of issuance and 301, in date from which interest shall accrue. In authenticating such Securities with any such Guarantees endorsed thereonSecurities, and accepting the additional responsibilities under this Indenture in relation to such Securities and such GuaranteesSecurities, the Trustee shall be entitled to receive, and (subject to TIA Section 601315(a) through 315(d)) shall be fully protected in relying upon, an Opinion of Counsel stating,:

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, Chief Executive Officer, President or a any Vice President of the Company (or any other officer of the Company designated in writing by or pursuant to authority of the Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on the Securities may be manual or facsimile. If the terms of the Securities of any series provide that any Guarantee by any Guarantor is to be endorsed on or otherwise attached to, or made part of, Securities of any series, and if the terms of such Securities provide for the execution of such Guarantee by such Guarantor (it being understood and agreed that the terms of Securities of any series may, but need not, provide for the execution of any Guarantee by any Guarantor), such Guarantee shall be executed on behalf of such Guarantor by the Chairman of the Board, Chief Executive Officer, President or a any Vice President of such Guarantor (or any other officer of such Guarantor designated in writing by or pursuant to authority of the Guarantor’s Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on any Guarantee may be manual or facsimile. Securities and any Guarantees by any Guarantor endorsed thereon bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or such Guarantor, as the case may be, shall bind the Company or such Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company, together with, if the terms of such Securities provide for the endorsement thereon of any Guarantees by any Guarantor, such Guarantees endorsed hereon and, if such terms so provide, executed by such Guarantor, to the Trustee for authentication, together with a Company Order and, if any Guarantee by a Guarantor is to be endorsed on such Securities, a Guarantor Order of such Guarantor, for the authentication and delivery of such Securities with any such Guarantees endorsed thereon, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities with any such Guarantees endorsed thereon. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions or the form or terms of any Guarantees thereof by any Guarantor have been established by or pursuant to one or more Guarantor’s Board Resolutions of such Guarantor as permitted by Sections 201 and 301, in authenticating such Securities with any such Guarantees endorsed thereon, and accepting the additional responsibilities under this Indenture in relation to such Securities and such Guarantees, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating,

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the BoardChairman, its Chief Executive Officer, its President or one of its Vice Presidents and by its Treasurer, one of its Assistant Treasurers, its Secretary or one of its Assistant Secretaries and may (but need not) have its corporate or other seal or a Vice President facsimile thereof reproduced thereon. Coupons shall be executed on behalf of the Company (by its Chairman, its Chief Executive Officer, its President or any other officer of the Company designated in writing by or pursuant to authority of the Board of Directors and delivered to the Trustee from time to time)its Vice Presidents. The signature of any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile. If the terms of the Securities of any series provide that any Guarantee by any Guarantor is Guarantees are to be endorsed on or otherwise attached to, or made part of, Securities of to any seriesSecurities, and if the terms of such Securities Guarantees provide for the execution of such Guarantee thereof by such Guarantor the applicable Guarantors (it being understood and agreed that the terms of Securities of any series such Guarantee may, but need not, provide for the execution of any Guarantee by any Guarantorthe applicable Guarantors), such Guarantee Guarantees shall be executed on behalf of such each applicable Guarantor by the Chairman its Chairman, its Chief Executive Officer, its President, its Chief Financial Officer, one of the Board, President or a its Vice President of such Guarantor (Presidents or any other duly authorized officer of such Guarantor designated in writing by and may (but need not) have its corporate or pursuant to authority of the Guarantor’s Board of Directors and delivered to the Trustee from time to time)other seal or facsimile thereof reproduced thereon. The signature of any of these officers on any Guarantee may be manual or facsimile. Securities and any Coupons appertaining thereto and any Guarantees by any Guarantor endorsed thereon bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or such the applicable Guarantor, as the case may be, shall shall, to the fullest extent permitted by law, bind the Company or such Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such SecuritiesSecurities or Coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of Securities, together with any series Coupons appertaining thereto, executed by the Company, together with, if the terms of such Securities provide for the endorsement thereon of any Guarantees by any Guarantor, such Guarantees endorsed hereon and, if such terms so provide, executed by such Guarantor, to the Trustee for authenticationauthentication and, together provided that the Board Resolution and Officers’ Certificate (and each Guarantor’s Board Resolution and Guarantor’s Officers’ Certificate) or supplemental indenture or indentures with respect to such Securities referred to in Section 301 and a Company Order and, if any Guarantee by a Guarantor is to be endorsed on such Securities, a Guarantor Order of such Guarantor, for the authentication and delivery of such Securities with any such Guarantees endorsed thereonhave been delivered to the Trustee, and the Trustee in accordance with the Company Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities with any such Guarantees endorsed thereonSecurities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions or the form or terms of any Guarantees thereof by any Guarantor have been established by or pursuant to one or more Guarantor’s Board Resolutions of such Guarantor as permitted by Sections 201 and 301, in In authenticating such Securities with any such Guarantees endorsed thereonSecurities, and accepting the additional responsibilities under this Indenture in relation to such Securities and such Guaranteesany Coupons appertaining thereto, the Trustee shall be entitled to receive, and (subject to Section 601the applicable provisions of Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in relying upon, an Opinion of Counsel stating,to the following effect, which Opinion of Counsel may contain such assumptions, qualifications and limitations as such counsel shall deem appropriate:

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, Chief Executive Officer, President or a any Vice President of the Company (or any other officer of the Company designated in writing by or pursuant to authority of the Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on the Securities may be manual or facsimile. If the terms of the Securities of any series provide that any Guarantee by any Guarantor is to be endorsed on or otherwise attached to, or made part of, Securities of any series, and if the terms of such Securities provide for the execution of such Guarantee by such Guarantor (it being understood and agreed that the terms of Securities of any series may, but need not, provide for the execution of any Guarantee by any Guarantor), such Guarantee shall be executed on behalf of such Guarantor by the Chairman of the Board, Chief Executive Officer, President or a any Vice President of such Guarantor (or any other officer of such Guarantor designated in writing by or pursuant to authority of the Guarantor’s Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on any Guarantee may be manual or facsimile. Securities and any Guarantees by any Guarantor endorsed thereon bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or such Guarantor, as the case may be, shall bind the Company or such Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company, together with, if the terms of such Securities provide for the endorsement thereon of any Guarantees by any Guarantor, such Guarantees endorsed hereon and, if such terms so provide, executed by such Guarantor, to the Trustee for authentication, together with a Company Order and, if any Guarantee by a Guarantor is to be endorsed on such Securities, a Guarantor Order of such Guarantor, for the authentication and delivery of such Securities with any such Guarantees endorsed thereon, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities with any such Guarantees endorsed thereon. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions or the form or terms of any Guarantees thereof by any Guarantor have been established by or pursuant to one or more Guarantor’s Board Resolutions of such Guarantor as permitted by Sections 201 2.01 and 3013.01, in authenticating such Securities with any such Guarantees endorsed thereon, and accepting the additional responsibilities under this Indenture in relation to such Securities and such Guarantees, the Trustee shall be entitled to receive, and (subject to Section 6016.01) shall be fully protected in relying upon, an Opinion of Counsel stating,

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, Chief Executive Officer, President or a any Vice President of the Company (or any other officer of the Company designated in writing by or pursuant to authority of the Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on the Securities may be manual or facsimile. [if applicable, insert – If the terms of the Securities of any series provide that any Guarantee by any Guarantor is to be endorsed on or otherwise attached to, or made part of, Securities of any series, and if the terms of such Securities provide for the execution of such Guarantee by such Guarantor (it being understood and agreed that the terms of Securities of any series may, but need not, provide for the execution of any Guarantee by any Guarantor), such Guarantee shall be executed on behalf of such Guarantor by the Chairman of the Board, Chief Executive Officer, President or a any Vice President of such Guarantor (or any other officer of such Guarantor designated in writing by or pursuant to authority of the Guarantor’s Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on any Guarantee may be manual or facsimile]. [if applicable, insert – Securities and any Guarantees by any Guarantor endorsed thereon bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or such Guarantor, as the case may be, shall bind the Company or such Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. .] At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company, [if applicable, insert – together with, if the terms of such Securities provide for the endorsement thereon of any Guarantees by any Guarantor, such Guarantees endorsed hereon and, if such terms so provide, executed by such Guarantor], to the Trustee for authentication, together with a Company Order [if applicable, insert – and, if any Guarantee by a Guarantor is to be endorsed on such Securities, a Guarantor Order of such Guarantor, for the authentication and delivery of such Securities with any such Guarantees endorsed thereon], and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities [if applicable, insert – with any such Guarantees endorsed thereon]. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions [if applicable, insert – or the form or terms of any Guarantees thereof by any Guarantor have been established by or pursuant to one or more Guarantor’s Board Resolutions of such Guarantor as permitted by Sections 201 and 301, in authenticating such Securities with any such Guarantees endorsed thereon], and accepting the additional responsibilities under this Indenture in relation to such Securities [if applicable, insert – and such Guarantees], the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating,

Execution, Authentication, Delivery and Dating. The Securities shall be executed executed, manually or by facsimile, on behalf of the Company by its Chairman of the BoardBoard of Directors, President its President, one of its Vice Presidents or a Vice President its Treasurer under its corporate seal reproduced thereon, by facsimile or otherwise, and which need not be attested. The Guarantee endorsed on any Securities shall be executed, manually or by facsimile, on behalf of the Company (or any other officer of the Company designated in writing Guarantor by or pursuant to authority its Chairman of the Board of Directors Directors, its President or one of its Vice Presidents and delivered to the Trustee from time to time). The signature by its Treasurer or one of any its Assistant Treasurers or its Secretary or one of these officers on the Securities may be manual its Assistant Secretaries, under its corporate seal reproduced thereon, by facsimile or facsimile. If the terms of the Securities of any series provide that any Guarantee by any Guarantor is to be endorsed on or otherwise attached to, or made part of, Securities of any seriesotherwise, and if the terms of such Securities provide for the execution of such Guarantee by such Guarantor (it being understood and agreed that the terms of Securities of any series may, but which need not, provide for the execution of any Guarantee by any Guarantor), such Guarantee shall not be executed on behalf of such Guarantor by the Chairman of the Board, President or a Vice President of such Guarantor (or any other officer of such Guarantor designated in writing by or pursuant to authority of the Guarantor’s Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on any Guarantee may be manual or facsimileattested. Securities and any Guarantees by any Guarantor endorsed thereon or the Guarantee bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or such the Guarantor, as the case may be, shall bind the Company or such the Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or the Guarantee or did not hold such offices at the date of such SecuritiesSecurities or the Guarantee. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company, together with, if the terms of such Securities provide for the endorsement thereon of any Guarantees by any Guarantor, such Guarantees endorsed hereon and, if such terms so provide, executed by such Guarantor, Company to the Trustee for the Securities of such series for authentication, together with a Company Order and, if any Guarantee by a Guarantor is to be endorsed on such Securities, a Guarantor Order of such Guarantor, for the authentication and delivery of such Securities with any such Guarantees endorsed thereonSecurities, and the such Trustee in accordance with the Company Order shall authenticate and deliver such Securities with any such Guarantees endorsed thereonSecurities. If the form or terms of the Securities of the series have been established by in or pursuant to one or more Board Resolutions or of the form or terms Company and of any Guarantees thereof by any Guarantor have been established by or pursuant to one or more the Guarantor’s Board Resolutions of such Guarantor , as the case may be, as permitted by Sections 201 and 301, in authenticating such Securities with any such Guarantees endorsed thereon, and accepting the additional responsibilities under this Indenture in relation to such Securities and Securities, such Guarantees, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel of the Company and the Guarantor, as the case may be, stating,:

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any two of its Chairman of the BoardChief Executive Officer, President or a Vice President of the Company (its Treasurer, its Chief Financial Officer, its General Counsel or any other officer of the Company designated in writing by or pursuant to authority of the Board of Directors and delivered to the Trustee from time to time)Division Head. The signature of any of these officers on the Securities may be manual or facsimile. If the terms of the The Securities of any series provide that any Guarantee by any Guarantor is to be endorsed on or otherwise attached to, or made part of, Securities of any series, and if the terms of such Securities provide for the execution of such Guarantee by such Guarantor (it being understood and agreed that the terms of Securities of any series may, but need not, provide for the execution of any Guarantee by any Guarantor), such Guarantee shall be executed on behalf of such the Guarantor by the Chairman any two of the Boardits Chief Executive Officer, President or a Vice President of such Guarantor (its Treasurer, its Chief Financial Officer, its General Counsel or any other officer of such Guarantor designated in writing by or pursuant to authority of the Guarantor’s Board of Directors and delivered to the Trustee from time to time)Division Head. The signature of any of these officers on any Guarantee the Securities may be manual or facsimile. Securities and any Guarantees by any Guarantor endorsed thereon bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or such the Guarantor, as the case may be, shall bind the Company or such the Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series series, together with the Guarantees of the Guarantor annexed thereto or endorsed thereon, executed by the Company, together with, if Company and the terms of such Securities provide for the endorsement thereon of any Guarantees by any Guarantor, such Guarantees endorsed hereon and, if such terms so provide, executed by such Guarantor, Guarantor to the Trustee for authentication, together with a Company Order and, if any Guarantee by a Guarantor is to be endorsed on such Securities, a Guarantor Order of such Guarantor, for the authentication and delivery of such Securities Securities, together with any such the Guarantees of the Guarantor annexed thereto or endorsed thereon, and the Trustee in accordance with the such Company Order shall authenticate and deliver such Securities with any such Guarantees endorsed thereonSecurities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions or the form or terms of any Guarantees thereof by any Guarantor have been established by or pursuant to one or more Guarantor’s Board Resolutions of such Guarantor as permitted by Sections 201 and 301, in authenticating such Securities with any such Guarantees endorsed thereonSecurities, and accepting the additional responsibilities under this Indenture in relation to such Securities and such GuaranteesSecurities, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating,

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, President or a Vice President of the Company (or any other officer of the Company designated in writing by or pursuant to authority of the Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on the Securities may be manual or facsimile. If the terms of the Securities of any series provide that any Guarantee by any Guarantor is to be endorsed on or otherwise attached to, or made part of, Securities of any series, and if the terms of such Securities provide for the execution of such Guarantee by such Guarantor (it being understood and agreed that the terms of Securities of any series may, but need not, provide for the execution of any Guarantee by any Guarantor), such Guarantee shall be executed on behalf of such Guarantor by the Chairman of the Board, President or a Vice President of such Guarantor (or any other officer of such Guarantor designated in writing by or pursuant to authority of the Guarantor’s Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on any Guarantee may be manual or facsimile. Securities and any Guarantees by any Guarantor endorsed thereon bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or such Guarantor, as the case may be, shall bind the Company or such Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company, together with, if the terms of such Securities provide for the endorsement thereon of any Guarantees by any Guarantor, such Guarantees endorsed hereon and, if such terms so provide, executed by such Guarantor, to the Trustee for authentication, together with a Company Order and, if any Guarantee by a Guarantor is to be endorsed on such Securities, a Guarantor Order of such Guarantor, for the authentication and delivery of such Securities with any such Guarantees endorsed thereon, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities with any such Guarantees endorsed thereon. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions or the form or terms of any Guarantees thereof by any Guarantor have been established by or pursuant to one or more Guarantor’s Board Resolutions of such Guarantor as permitted by Sections 201 Section 2.01 and 301, Section 3.01 in authenticating such Securities with any such Guarantees endorsed thereon, and accepting the additional responsibilities under this Indenture in relation to such Securities and such Guarantees, the Trustee shall be entitled to receive, and (subject to Section 6016.01) shall be fully protected in relying upon, an Opinion of Counsel stating,

Execution, Authentication, Delivery and Dating. The Securities shall be executed executed, manually or by facsimile, on behalf of the Company Issuer by its Chairman of the Board, President or a Vice President of the Company (or any other officer of the Company designated in writing by or pursuant to authority of the Board of Directors Directors, its President, one of its Vice Presidents or its Treasurer, and delivered to the Trustee from time to time)need not be attested. The signature of Each Guarantee endorsed on any of these officers on the Securities may be manual or facsimile. If the terms of the Securities of any series provide that any Guarantee by any Guarantor is to be endorsed on or otherwise attached to, or made part of, Securities of any series, and if the terms of such Securities provide for the execution of such Guarantee by such Guarantor (it being understood and agreed that the terms of Securities of any series may, but need not, provide for the execution of any Guarantee by any Guarantor), such Guarantee shall be executed executed, manually or by facsimile, on behalf of such the applicable Guarantor by the Chairman of the Board, President or a Vice President of such Guarantor (or any other officer of such Guarantor designated in writing by or pursuant to authority of the Guarantor’s Board of Directors Directors, the President, one of its Vice Presidents, its Treasurer or one of its Assistant Treasurers or its Secretary or one of its Assistant Secretaries, and delivered to the Trustee from time to time)need not be attested. The signature of any of these officers on any Any Security or Guarantee may be manual or facsimile. Securities and any Guarantees by any Guarantor endorsed thereon bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company Issuer or such the applicable Guarantor, as the case may be, shall bind the Company Issuer or such Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities Security or Guarantee or did not hold such offices at the date of such SecuritiesSecurity or Guarantee. At any time and from time to time after the execution and delivery of this Indenture, the Company Issuer may deliver Securities of any series series, together with the Guarantees of the Guarantors endorsed thereon, executed by the Company, together with, if the terms of Issuer and such Securities provide for the endorsement thereon of any Guarantees by any Guarantor, such Guarantees endorsed hereon and, if such terms so provide, executed by such Guarantor, Guarantors to the Trustee for the Securities of such series for authentication, together with a Company Order and, if any Guarantee by a Guarantor is to be endorsed on such Securities, a Guarantor Order of such Guarantor, for the authentication and delivery of such Securities with any such Guarantees endorsed thereonSecurities, and the such Trustee in accordance with the Company Order shall authenticate and deliver such Securities with any such Guarantees endorsed thereonSecurities. If the form or terms of the Securities of the series have been established by in or pursuant to one or more Board Resolutions or of the form or terms of any Guarantees thereof by any Guarantor have been established by or pursuant to one or more Guarantor’s Board Resolutions of such Guarantor Issuer, as permitted by Sections 201 and 301, in authenticating such Securities with any such Guarantees endorsed thereon, and accepting the additional responsibilities under this Indenture in relation to such Securities and Securities, such Guarantees, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel of the Issuer, as the case may be, stating,:

Execution, Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman of the Board, President or a Vice President of the Company (or any other officer Issuer, and any Guarantee (or notation thereof) shall be executed on behalf of the Company designated in writing Guarantor, by its Chief Executive Officer, its President, any Vice President, its Treasurer, any Managing Director, its principal executive officer, its principal financial officer, its principal accounting officer, a director or pursuant to authority of the Board of Directors and delivered to the Trustee from time to time)manager (as applicable) attested by its Corporate Secretary, an Assistant Secretary or a Managing Director. The signature of any of these officers on the Securities or coupons or any Guarantee (or notation thereof) may be manual or facsimile. If the terms of the Securities of any series provide that any Guarantee by any Guarantor is to be endorsed on or otherwise attached to, or made part of, Securities of any series, and if the terms of such Securities provide for the execution of such Guarantee by such Guarantor (it being understood and agreed that the terms of Securities of any series may, but need not, provide for the execution of any Guarantee by any Guarantor), such Guarantee shall be executed on behalf of such Guarantor by the Chairman of the Board, President or a Vice President of such Guarantor (or any other officer of such Guarantor designated in writing by or pursuant to authority of the Guarantor’s Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on any Guarantee may be manual or facsimile. Securities and any Guarantees by any Guarantor endorsed thereon bearing the manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities or Guarantee (or notation thereof). Securities or coupons bearing the manual, facsimile or electronic signatures of individuals who were at any time the proper officers of the Company Issuer or such Guarantor shall bind the Issuer or Guarantor, as the case may be, shall bind the Company or such Guarantor, as the case may beapplicable, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such SecuritiesSecurities or coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company Issuer may deliver Securities of any series together with any coupon appertaining thereto, executed by the Company, together with, if the terms of such Securities provide for the endorsement thereon of Issuer and any Guarantees by any Guarantor, such Guarantees endorsed hereon and, if such terms so provide, Guarantee executed by such Guarantor, the Guarantor to the Trustee or, in the case of Securities issued in global form under the New Safekeeping Structure, the Security Registrar for authentication, together with a Company Order and, if any Guarantee by a Guarantor is to be endorsed on such Securities, a Guarantor Order of such Guarantor, for the authentication and delivery of such Securities with any such Guarantees endorsed thereonSecurities, and the Trustee or, in the case of Securities issued in global form under the New Safekeeping Structure, the Security Registrar, in accordance with the such Company Order shall authenticate and deliver such Securities and, in the case of Securities issued in global form under the New Safekeeping Structure, effectuated by the Common Safekeeper by the manual signature of an authorized signatory thereof; provided, however, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and provided further that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Guarantees endorsed thereonBearer Security shall have furnished a certificate in the form set forth in Exhibit A-1 to this Indenture, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the form notation of a beneficial owner’s interest therein upon original issuance of such Security or terms upon exchange of a portion of a temporary global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner’s interest in such permanent global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and cancelled. If not all the Securities of any series are to be issued at one time and if the series have been established by or Board Resolution, Officer’s Certificate pursuant to one a Board Resolution, or more Board Resolutions or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the form or Trustee for the issuance of such Securities and determining terms of any Guarantees thereof by any Guarantor have been established by or pursuant to one or more Guarantor’s Board Resolutions particular Securities of such Guarantor series such as permitted by Sections 201 interest rate, date of issuance and 301, in date from which interest shall accrue. In authenticating such Securities with any such Guarantees endorsed thereonSecurities, and accepting the additional responsibilities under this Indenture in relation to such Securities and such GuaranteesSecurities, the Trustee or, in the case of Securities issued in global form under the New Safekeeping Structure, the Security Registrar and the Trustee, shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating,stating in effect (subject to customary exceptions):

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, President, an Executive Vice President or a Vice President of the Company (or any other officer of the Company designated in writing by or pursuant to authority of the Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on the Securities may be manual or facsimile. If the terms of the Securities of any series provide that any Guarantee notation of guarantee by any Guarantor is to be endorsed on or otherwise attached to, or made part of, Securities of any series, and if the terms of such Securities provide for the execution of such Guarantee notation of guarantee by such Guarantor (it being understood and agreed that the terms of Securities of any series may, but need not, provide for the execution of any Guarantee notation of guarantee by any Guarantor), such Guarantee notation of guarantee shall be executed on behalf of such Guarantor by the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, President, an Executive Vice President or a Vice President of such Guarantor (or any other officer of such Guarantor designated in writing by or pursuant to authority of the Guarantor’s Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on any Guarantee notation of guarantee may be manual or facsimile. Securities and any Guarantees by any Guarantor endorsed thereon bearing the manual or facsimile signatures signature of individuals an individual who were was at any time the proper officers officer of the Company or such Guarantor, as the case may be, shall bind the Company or and any Guarantor of such Guarantor, as the case may beSecurities, notwithstanding that such individuals or any of them have individual has ceased to hold such offices office prior to the authentication and delivery of such Securities or did not hold such offices office at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company, together with, if the terms of such Securities provide for the endorsement thereon of any Guarantees notations of guarantee by any Guarantor, such Guarantees notations of guarantee endorsed hereon and, if such terms so provide, executed by such Guarantor, to the Trustee for authentication, together with a Company Order and, if any Guarantee notation of guarantee by a Guarantor is to be endorsed on such Securities, a Guarantor Order of such Guarantor, for the authentication and delivery of such Securities with any such Guarantees notations of guarantee endorsed thereon, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities with any such Guarantees notations of guarantee endorsed thereon. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions or the form or terms of any Guarantees thereof by any Guarantor notations of guarantee have been established by or pursuant to one or more Guarantor’s Board Resolutions of such Guarantor as permitted by Sections Section 201 and Section 301, in authenticating such Securities with any such Guarantees notations of guarantee endorsed thereon, and accepting the additional responsibilities under this Indenture in relation to such Securities and such GuaranteesSecurities, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating,

Execution, Authentication, Delivery and Dating. The Upon the execution and delivery of this Agreement, and at any time and from time to time thereafter, the Company may deliver, subject to any limitation on the aggregate principal amount of Debt Securities, if any, or the number of Warrants, Purchase Contracts or Prepaid Purchase Contracts Issued under the Indenture, if any, represented thereby, an unlimited number of Unit Certificates (including the Securities executed by the Company constituting the Units evidenced by such Unit Certificates) to the Trustee, Warrant Agent and/or the Agent for authentication, countersignature or execution, as the case may be, of the Securities comprised by such Units, together with its Issuer Orders for authentication, countersignature or execution of such Securities, and the Trustee in accordance with the Indenture and the Issuer Order of the Company shall authenticate the Debt Securities and Prepaid Purchase Contracts Issued under the Indenture, if any, constituting a part of the Units evidenced by such Unit Certificates, the Warrant Agent in accordance with the Warrant Agreement and the Issuer Order of the Company shall countersign the Warrants, if any, constituting a part of the Units evidenced by such Unit Certificates and the Agent in accordance with this Agreement and the Issuer Order of the Company shall countersign and execute on behalf of the Holders thereof the Purchase Contracts, if any, constituting a part of the Units evidenced by such Unit Certificates, and each shall deliver such Unit Certificates upon the order of the Company. Any Debt Securities or Prepaid Purchase Contracts Issued under the Indenture constituting a part of the Units of any series shall be executed on behalf of the Company by its Chairman of the Board, President or a Vice President of the Company (or any other officer of the Company designated in writing by or pursuant to authority of the Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on the Securities may be manual or facsimile. If accordance with the terms of the Securities Indenture. Any Warrants constituting a part of the Units of any series provide that any Guarantee by any Guarantor is to be endorsed on or otherwise attached to, or made part of, Securities of any series, and if the terms of such Securities provide for the execution of such Guarantee by such Guarantor (it being understood and agreed that the terms of Securities of any series may, but need not, provide for the execution of any Guarantee by any Guarantor), such Guarantee shall be executed on behalf of such Guarantor by the Chairman of the Board, President or a Vice President of such Guarantor (or any other officer of such Guarantor designated in writing by or pursuant to authority of the Guarantor’s Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on any Guarantee may be manual or facsimile. Securities and any Guarantees by any Guarantor endorsed thereon bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or such Guarantor, as the case may be, shall bind the Company or such Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company, together with, if the terms of such Securities provide for the endorsement thereon of any Guarantees by any Guarantor, such Guarantees endorsed hereon and, if such terms so provide, executed by such Guarantor, to the Trustee for authentication, together with a Company Order and, if any Guarantee by a Guarantor is to be endorsed on such Securities, a Guarantor Order of such Guarantor, for the authentication and delivery of such Securities with any such Guarantees endorsed thereon, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities with any such Guarantees endorsed thereon. If the form or terms of the Securities Warrant Agreement. Any Purchase Contracts constituting a part of the series have been established by or pursuant to one or more Board Resolutions or the form or terms of any Guarantees thereof by any Guarantor have been established by or pursuant to one or more Guarantor’s Board Resolutions of such Guarantor as permitted by Sections 201 and 301, in authenticating such Securities with any such Guarantees endorsed thereon, and accepting the additional responsibilities under this Indenture in relation to such Securities and such Guarantees, the Trustee Units shall be entitled to receive, and (subject to Section 601) shall be fully protected executed on behalf of the Company in relying upon, an Opinion of Counsel stating,accordance with ‎Section 3.01.

Execution, Authentication, Delivery and Dating. The Securities shall be executed (a) on behalf of the Company by its Chairman of an Officer (other than the Board, President Secretary or a Vice President an Assistant Secretary) of the Company (or any other officer of the Company Person designated in writing by or pursuant to authority an Officer of the Board Company as authorized to execute and deliver the Securities) and the Secretary or an Assistant Secretary of Directors the Company and delivered (b) on behalf of the Guarantor by the Chief Executive Officer, any Vice President, the Treasurer, or any Assistant Treasurer of the Guarantor (or any person designated in writing by any such officer of the Guarantor as authorized to execute and deliver the Trustee from time to time)Guaranty) and the Secretary of an Assistant Secretary of the Guarantor. The signature of any of these officers on the Securities may be manual or facsimile. If the terms of the Securities of any series provide that any Guarantee by any Guarantor is to be endorsed on or otherwise attached to, or made part of, Securities of any series, and if the terms of such Securities provide for the execution of such Guarantee by such Guarantor (it being understood and agreed that the terms of Securities of any series may, but need not, provide for the execution of any Guarantee by any Guarantor), such Guarantee shall be executed on behalf of such Guarantor by the Chairman of the Board, President or a Vice President of such Guarantor (or any other officer of such Guarantor designated in writing by or pursuant to authority of the Guarantor’s Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on any Guarantee may be manual or facsimilefacsimile thereof. Securities and any Guarantees by any Guarantor the Guaranty endorsed thereon bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or such Guarantor, as the case may be, Guarantor shall bind the Company or such the Guarantor, as the case may beapplicable, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities and the Guaranty endorsed thereon or did not hold such offices at the date of such SecuritiesSecurities and the Guaranty endorsed thereon. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company, together with, if Company and the terms of such Securities provide for the endorsement thereon of any Guarantees by any Guarantor, such Guarantees endorsed hereon and, if such terms so provide, executed by such Guarantor, Guarantor to the Trustee for authentication, together with an Officer’s Certificate and a Company Order and, if any Guarantee by a Guarantor is to be endorsed on such Securities, a Guarantor Order of such Guarantor, for the authentication and delivery of such Securities with any such Guarantees the Guaranty endorsed thereon, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities with any such Guarantees endorsed thereonSecurities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Certified Resolutions or the form or terms of any Guarantees thereof by any Guarantor have been established by or pursuant to authority granted by one or more Guarantor’s Board Certified Resolutions of such Guarantor as permitted by Sections 201 Section 2.1 and 301Section 3.1, in authenticating such Securities with any such Guarantees endorsed thereonSecurities, and accepting the additional responsibilities under this Indenture in relation to such Securities and such GuaranteesSecurities, the Trustee shall be entitled to receiveprovided with, and (and, subject to Section 601) 6.1, shall be fully protected in conclusively relying upon, an Opinion of Counsel stating,

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, President, an Executive Vice President or a Vice President of the Company (or any other officer of the Company designated in writing by or pursuant to authority of the Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on the Securities may be manual or facsimile. If the terms of the Securities of any series provide that any Guarantee notation of guarantee by any Guarantor is to be endorsed on or otherwise attached to, or made part of, Securities of any series, and if the terms of such Securities provide for the execution of such Guarantee notation of guarantee by such Guarantor (it being understood and agreed that the terms of Securities of any series may, but need not, provide for the execution of any Guarantee notation of guarantee by any Guarantor), such Guarantee notation of guarantee shall be executed on behalf of such Guarantor by the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, President, an Executive Vice President or a Vice President of such Guarantor (or any other officer of such Guarantor designated in writing by or pursuant to authority of the Guarantor’s Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on any Guarantee notation of guarantee may be manual or facsimile. Securities and any Guarantees by any Guarantor endorsed thereon bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or such Guarantor, as the case may be, shall bind the Company or and any Guarantor of such Guarantor, as the case may beSecurities, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company, together with, if the terms of such Securities provide for the endorsement thereon of any Guarantees notations of guarantee by any Guarantor, such Guarantees notations of guarantee endorsed hereon and, if such terms so provide, executed by such Guarantor, to the Trustee for authentication, together with a Company Order and, if any Guarantee notation of guarantee by a Guarantor is to be endorsed on such Securities, a Guarantor Order of such Guarantor, for the authentication and delivery of such Securities with any such Guarantees notations of guarantee endorsed thereon, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities with any such Guarantees notations of guarantee endorsed thereon. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions or the form or terms of any Guarantees thereof by any Guarantor notations of guarantee have been established by or pursuant to one or more Guarantor’s Board Resolutions of such Guarantor as permitted by Sections Section 201 and Section 301, in authenticating such Securities with any such Guarantees notations of guarantee endorsed thereon, and accepting the additional responsibilities under this Indenture in relation to such Securities and such GuaranteesSecurities, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating,

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, President its Vice Chairman, its President, its Chief Financial Officer or a one of its Executive Vice President Presidents, under its corporate seal reproduced thereon attested by the signature of its Secretary or one of its Assistant Secretaries or its Treasurer or one of its Assistant Treasurers. The Coupons, if any, shall be executed on behalf of the Company (by its Chairman of the Board, its Vice Chairman, its President, its Chief Financial Officer or one of its Executive Vice Presidents attested by its Secretary or any other officer Assistant Secretary or its Treasurer or one of the Company designated in writing by or pursuant to authority of the Board of Directors and delivered to the Trustee from time to time)its Assistant Treasurers. The signature of any of these officers on the Securities may be manual or facsimile. If the terms of the Securities of any series provide that any Guarantee by any Guarantor is to be endorsed on or otherwise attached to(and Coupons, or made part of, Securities of any series, and if the terms of such Securities provide for the execution of such Guarantee by such Guarantor (it being understood and agreed that the terms of Securities of any series may, but need not, provide for the execution of any Guarantee by any Guarantor), such Guarantee shall be executed on behalf of such Guarantor by the Chairman of the Board, President or a Vice President of such Guarantor (or any other officer of such Guarantor designated in writing by or pursuant to authority of the Guarantor’s Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on any Guarantee any) may be manual or facsimile. Securities (and any Guarantees by any Guarantor endorsed thereon Coupons, if any) bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or such Guarantor, as the case may be, shall bind the Company or such Guarantor, as the case may beCompany, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities (and Coupons, if any) or did not hold such offices at the date of such SecuritiesSecurities (and Coupons, if any). At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities (with or without Coupons) of any series executed by the Company, together with, if the terms of such Securities provide for the endorsement thereon of any Guarantees by any Guarantor, such Guarantees endorsed hereon and, if such terms so provide, executed by such Guarantor, Company to the Trustee for authentication, together with a Company Order and, if any Guarantee by a Guarantor is to be endorsed on such Securities, a Guarantor Order of such Guarantor, for the authentication and delivery of such Securities with any such Guarantees endorsed thereonSecurities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities with any such Guarantees endorsed thereonSecurities. If the form or terms of the Securities of the series have been established by in or pursuant to one or more Board Resolutions or the form or terms of any Guarantees thereof by any Guarantor have been established by or pursuant to one or more Guarantor’s Board Resolutions of such Guarantor as permitted by Sections 201 2.01 and 3013.01, in authenticating such Securities with any such Guarantees endorsed thereonSecurities, and accepting the additional responsibilities under this Indenture in relation to such Securities and such GuaranteesSecurities, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion upon any of Counsel stating,the following:

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, President or a its President, one of its Vice President of the Company (Presidents or any other officer of the Company designated in writing person authorized by or pursuant to authority of the its Board of Directors to execute Securities, and delivered to the Trustee from time to time)Guarantees shall be executed on behalf of the applicable Guarantor by an authorized officer or person, in each case under such entity’s corporate seal if required by applicable law, reproduced thereon. The signature of any of these officers or persons on the Securities may be manual or facsimile. If the terms of the Securities of any series provide that any Guarantee by any Guarantor is to be endorsed on or otherwise attached to, or made part of, Securities of any series, and if the terms of such Securities provide for the execution of such Guarantee by such Guarantor (it being understood and agreed that the terms of Securities of any series may, but need not, provide for the execution of any Guarantee by any Guarantor), such Guarantee shall be executed on behalf of such Guarantor by the Chairman of the Board, President or a Vice President of such Guarantor (or any other officer of such Guarantor designated in writing by or pursuant to authority of the Guarantor’s Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on any Guarantee Guarantees may be manual or facsimile. Securities and any or Guarantees by any Guarantor endorsed thereon bearing the manual or facsimile signatures of individuals who were at any time the proper officers or authorized representatives of the Company or such a Guarantor, as the case may beapplicable, shall bind the Company or such and the applicable Guarantor, as the case may beapplicable, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company, together with, if the terms of such Securities provide for the endorsement thereon of any Guarantees by any Guarantor, such Guarantees endorsed hereon Company and, if such terms so provideapplicable, executed by such Guarantorendorsed with the Guarantees of the Guarantors, to the Trustee for authentication, together with a Company Order and, if any Guarantee by a Guarantor is to be endorsed on such Securities, a Guarantor Order of such Guarantor, for the authentication and delivery of such Securities with any such Guarantees endorsed thereonSecurities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities with any such the Guarantees endorsed thereon. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions or the form or terms of any Guarantees thereof by any Guarantor have been established by or pursuant to one or more Guarantor’s Board Resolutions of such Guarantor as permitted by Sections 201 and 301, in authenticating such Securities with any such Guarantees endorsed thereon, and accepting the additional responsibilities under this Indenture in relation to such Securities and such GuaranteesSecurities, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating,

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, President or a Vice President of the Company (or any other officer of the Company designated in writing by or pursuant to authority of the Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on the Securities may be manual or facsimile. If the terms of the Securities of any series provide that any Guarantee by any Guarantor is to be endorsed on or otherwise attached to, or made part of, Securities of any series, and if the terms of such Securities provide for the execution of such Guarantee by such Guarantor (it being understood and agreed that the terms of Securities of any series may, but need not, provide for the execution of any Guarantee by any Guarantor), such Guarantee shall be executed on behalf of such Guarantor by the Chairman of the Board, President or a Vice President of such Guarantor (or any other officer of such Guarantor designated in writing by or pursuant to authority of the Guarantor’s 's Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on any Guarantee may be manual or facsimile. Securities and any Guarantees by any Guarantor endorsed thereon bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or such Guarantor, as the case may be, shall bind the Company or such Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company, together with, if the terms of such Securities provide for the endorsement thereon of any Guarantees by any Guarantor, such Guarantees endorsed hereon and, if such terms so provide, executed by such Guarantor, to the Trustee for authentication, together with a Company Order and, if any Guarantee by a Guarantor is to be endorsed on such Securities, a Guarantor Order of such Guarantor, for the authentication and delivery of such Securities with any such Guarantees endorsed thereon, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities with any such Guarantees endorsed thereon. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions or the form or terms of any Guarantees thereof by any Guarantor have been established by or pursuant to one or more Guarantor’s 's Board Resolutions of such Guarantor as permitted by Sections 201 2.1 and 3013.1, in authenticating such Securities with any such Guarantees endorsed thereon, and accepting the additional responsibilities under this Indenture in relation to such Securities and such Guarantees, the Trustee shall be entitled to receive, and (subject to Section 6016.1) shall be fully protected in relying upon, an Opinion of Counsel stating,

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, Chief Executive Officer, President or a any Vice President of the Company (or any other officer of the Company designated in writing by or pursuant to authority of the Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on the Securities may be manual or facsimile. [if applicable, insert — If the terms of the Securities of any series provide that any Guarantee by any Guarantor is to be endorsed on or otherwise attached to, or made part of, Securities of any series, and if the terms of such Securities provide for the execution of such Guarantee by such Guarantor (it being understood and agreed that the terms of Securities of any series may, but need not, provide for the execution of any Guarantee by any Guarantor), such Guarantee shall be executed on behalf of such Guarantor by the Chairman of the Board, Chief Executive Officer, President or a any Vice President of such Guarantor (or any other officer of such Guarantor designated in writing by or pursuant to authority of the Guarantor’s Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on any Guarantee may be manual or facsimile]. [if applicable, insert — Securities and any Guarantees by any Guarantor endorsed thereon bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or such Guarantor, as the case may be, shall bind the Company or such Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. .] At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company, [if applicable, insert — together with, if the terms of such Securities provide for the endorsement thereon of any Guarantees by any Guarantor, such Guarantees endorsed hereon and, if such terms so provide, executed by such Guarantor], to the Trustee for authentication, together with a Company Order [if applicable, insert — and, if any Guarantee by a Guarantor is to be endorsed on such Securities, a Guarantor Order of such Guarantor, for the authentication and delivery of such Securities with any such Guarantees endorsed thereon], and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities [if applicable, insert — with any such Guarantees endorsed thereon]. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions [if applicable, insert — or the form or terms of any Guarantees thereof by any Guarantor have been established by or pursuant to one or more Guarantor’s Board Resolutions of such Guarantor as permitted by Sections 201 and 301, in authenticating such Securities with any such Guarantees endorsed thereon], and accepting the additional responsibilities under this Indenture in relation to such Securities [if applicable, insert — and such Guarantees], the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating,

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, President its Vice Chairman, its President, its Chief Financial Officer or a one of its Executive Vice President Presidents, under its corporate seal reproduced thereon attested by the signature of its Secretary or one of its Assistant Secretaries or its Treasurer or one of its Assistant Treasurers. The Coupons, if any, shall be executed on behalf of the Company (by its Chairman of the Board, its Vice Chairman, its President, its Chief Financial Officer or one of its Executive Vice Presidents attested by its Secretary or any other officer Assistant Secretary or its Treasurer or one of the Company designated in writing by or pursuant to authority of the Board of Directors and delivered to the Trustee from time to time)its Assistant Treasurers. The signature of any of these officers on the Securities may be manual or facsimile. If the terms of the Securities of any series provide that any Guarantee by any Guarantor is to be endorsed on or otherwise attached to(and Coupons, or made part of, Securities of any series, and if the terms of such Securities provide for the execution of such Guarantee by such Guarantor (it being understood and agreed that the terms of Securities of any series may, but need not, provide for the execution of any Guarantee by any Guarantor), such Guarantee shall be executed on behalf of such Guarantor by the Chairman of the Board, President or a Vice President of such Guarantor (or any other officer of such Guarantor designated in writing by or pursuant to authority of the Guarantor’s Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on any Guarantee any) may be manual or facsimile. Securities (and any Guarantees by any Guarantor endorsed thereon Coupons, if any) bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or such Guarantor, as the case may be, shall bind the Company or such Guarantor, as the case may beCompany, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities (and Coupons, if any) or did not hold such offices at the date of such SecuritiesSecurities (and Coupons, if any). At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities (with or without Coupons) of any series executed by the Company, together with, if the terms of such Securities provide for the endorsement thereon of any Guarantees by any Guarantor, such Guarantees endorsed hereon and, if such terms so provide, executed by such Guarantor, Company to the Trustee for authentication, together with a Company Order and, if any Guarantee by a Guarantor is to be endorsed on such Securities, a Guarantor Order of such Guarantor, for the authentication and delivery of such Securities with any such Guarantees endorsed thereonSecurities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities with any such Guarantees endorsed thereonSecurities. If the form or terms of the Securities of the series have been established by in or pursuant to one or more Board Resolutions or the form or terms of any Guarantees thereof by any Guarantor have been established by or pursuant to one or more Guarantor’s Board Resolutions of such Guarantor as permitted by Sections 201 2.01 and 3013.01, in authenticating such Securities with any such Guarantees endorsed thereonSecurities, and accepting the additional responsibilities under this Indenture in relation to such Securities and such GuaranteesSecurities, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating,stating that: (a) if established pursuant to a Board Resolution as permitted by Section 2.01, the form of such Securities and Coupons, if any, have been established in conformity with the provisions of this Indenture; (b) if established pursuant to a Board Resolution as permitted by Section 3.01, the terms of such Securities and Coupons, if any, have been established in conformity with the provisions of this Indenture; and (c) 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 bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors' rights and to general equity principles. The Trustee shall have the right to decline to authenticate and deliver such Securities if the Trustee, being advised by counsel, determines that such action way not lawfully be taken or if the Trustee in good faith by its board of directors or trustees, executive committee, or a trust committee of directors or trustees and/or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing Holders or would adversely affect the Trustee's own rights, duties or immunities under this Indenture or otherwise. The Trustee shall not be required to authenticate Securities denominated in a coin or currency (or unit including a coin or currency) other than that of the United States of America if the Trustee reasonably determines that such Securities impose duties or obligations on the Trustee which the Trustee is not able or reasonably willing to accept; provided that the Trustee, upon a Company Request, will resign as Trustee with respect to Securities of any series as to which such a determination is made, prior to the issuance of such Securities, and will comply with the request of the Company to execute and deliver a supplemental indenture appointing a successor Trustee pursuant to Section 9.01. If all of the Securities of a series are not to be originally issued at the same time, then the documents required to be delivered pursuant to this Section 3.03 must be delivered only once, prior to the authentication and delivery of the first Security of such series; provided, however, that any subsequent request by the Company to the Trustee to authenticate Securities of such series upon original issuance shall constitute a representation and warranty by the Company that, as of the date of such request, the statements made in the Opinion of Counsel delivered pursuant to this Section 3.03 shall be true and correct as if made on such date. If the Company shall establish pursuant to Section 3.01 that the Securities of a series are to be issued in whole or in part in global form, then the Company shall execute and the Trustee shall, in accordance with this Section and the Company Order with respect to such series, authenticate and deliver one or more Securities in global form that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such global Security or Securities, (ii) shall be registered, if in registered form, in the name of the Depositary for such Book-Entry 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 instruction and (iv) shall bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for Securities in certificated form, this Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a success Depositary or a nominee of such successor Depositary" or to such other effect as the Depositary and the Trustee may agree. Each Depositary designated pursuant to Section 3.01 for a Book- Entry Security in registered form must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation. The Trustee shall have no responsibility to determine if the Depositary is so registered. Each Depositary shall enter into an agreement with the Trustee governing their respective duties and rights with regard to Book-Entry Securities. Each Security shall be dated the date of its authentication, except that each Bearer Security, including any Bearer Security in global form, shall be dated as of the date specified as contemplated by Section 3.01. No Security or Coupon appertaining thereto shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of one of its authorized signatories, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Except as permitted by Section 3.06 or 3.07, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and cancelled. SECTION 3.04

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, President its Vice Chairman, its President, its Chief Financial officer or a one of its Executive Vice President Presidents, under its corporate seal reproduced thereon attested by the signature of its Secretary or one of its Assistant Secretaries or its Treasurer or one of its Assistant Treasurers. The Coupons, if any, shall be executed on behalf of the Company (by its Chairman of the Board, its Vice Chairman, its President, its Chief Financial Officer or one of its Executive Vice Presidents attested by its Secretary or any other officer Assistant Secretary or its Treasurer or one of the Company designated in writing by or pursuant to authority of the Board of Directors and delivered to the Trustee from time to time)its Assistant Treasurers. The signature of any of these officers on the Securities may be manual or facsimile. If the terms of the Securities of any series provide that any Guarantee by any Guarantor is to be endorsed on or otherwise attached to(and Coupons, or made part of, Securities of any series, and if the terms of such Securities provide for the execution of such Guarantee by such Guarantor (it being understood and agreed that the terms of Securities of any series may, but need not, provide for the execution of any Guarantee by any Guarantor), such Guarantee shall be executed on behalf of such Guarantor by the Chairman of the Board, President or a Vice President of such Guarantor (or any other officer of such Guarantor designated in writing by or pursuant to authority of the Guarantor’s Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on any Guarantee any) may be manual or facsimile. Securities (and any Guarantees by any Guarantor endorsed thereon Coupons, if any) bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or such Guarantor, as the case may be, shall bind the Company or such Guarantor, as the case may beCompany, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities (and Coupons, if any) or did not hold such offices at the date of such SecuritiesSecurities (and Coupons, if any). At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities (with or without Coupons) of any series executed by the Company, together with, if the terms of such Securities provide for the endorsement thereon of any Guarantees by any Guarantor, such Guarantees endorsed hereon and, if such terms so provide, executed by such Guarantor, Company to the Trustee for authentication, together with a Company Order and, if any Guarantee by a Guarantor is to be endorsed on such Securities, a Guarantor Order of such Guarantor, for the authentication and delivery of such Securities with any such Guarantees endorsed thereonSecurities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities with any such Guarantees endorsed thereonSecurities. If the form or terms of the Securities of the series have been established by in or pursuant to one or more Board Resolutions or the form or terms of any Guarantees thereof by any Guarantor have been established by or pursuant to one or more Guarantor’s Board Resolutions of such Guarantor as permitted by Sections 201 2.01 and 3013.01, in authenticating such Securities with any such Guarantees endorsed thereonSecurities, and accepting the additional responsibilities under this Indenture in relation to such Securities and such GuaranteesSecurities, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying uponupon any of the following: (1) a Company Request; (2) any Board Resolution, Officers' Certificate and/or executed supplemental indenture referred to in Section 2.01 or 3.01 by or pursuant to which the form or forms and the terms of the Securities of such series and the Coupons, if any, appertaining thereto were established; (3) an Officers' Certificate either setting forth the form or forms and the terms of the Securities of such series and the Coupons, if any, appertaining thereto or stating that such form or forms and terms have been established pursuant to Section 2.01 or 3.01 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (4) at the option of the Company, either an Opinion of Counsel, or a letter addressed to the Trustee permitting it to rely on an Opinion of Counsel, substantially to the effect that: (i) if established pursuant to a Board Resolution as permitted by Section 2.01, the form of such Securities and Coupons, if any, have been established in conformity with the provisions of this Indenture; (ii) if established pursuant to a Board Resolution as permitted by Section 3.01, the terms of such Securities and Coupons, if any, have been established in conformity with the provisions of this Indenture; and (iii) such Securities and Coupons, if any, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors' rights and to general equity principles. The Trustee shall have the right to decline to authenticate and deliver such Securities if the Trustee, being advised by counsel, determines that such action way not lawfully be taken or if the Trustee in good faith by its board of directors or trustees, executive committee, or a trust committee of directors or trustees and/or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing Holders or would adversely affect the Trustee's own rights, duties or immunities under this Indenture or otherwise. The Trustee shall not be required to authenticate Securities denominated in a coin or currency (or unit including a coin or currency) other than that of the United States of America if the Trustee reasonably determines that such Securities impose duties or obligations on the Trustee which the Trustee is not able or reasonably willing to accept; provided that the Trustee, upon a Company Request, will resign as Trustee with respect to Securities of any series as to which such a determination is made, prior to the issuance of such Securities, and will comply with the request of the Company to execute and deliver a supplemental indenture appointing a successor Trustee pursuant to Section 9.01. If all of the Securities of a series are not to be originally issued at the same time, then the documents required to be delivered pursuant to this Section 3.03 must be delivered only once, prior to the authentication and delivery of the first Security of such series; provided, however, that any subsequent request by the Company to the Trustee to authenticate Securities of such series upon original issuance shall constitute a representation and warranty by the Company that, as of the date of such request, the statements made in the Opinion of Counsel stating,delivered pursuant to this Section 3.03 shall be true and correct as if made on such date. If the Company shall establish pursuant to Section 3.01 that the Securities of a series are to be issued in whole or in part in global form, then the Company shall execute and the Trustee shall, in accordance with this Section and the Company Order with respect to such series, authenticate and deliver one or more securities in global form that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such global Security or Securities, (ii) shall be registered, if in registered form, in the name of the Depositary for such Book-Entry 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 instruction and (iv) shall bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for Securities in certificated form, this Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a success Depositary or a nominee of such successor Depositary" or to such other effect as the Depositary and the Trustee may agree. Each Depositary designated pursuant to Section 3.01 for a Book- Entry Security in registered form must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation. The Trustee shall have no responsibility to determine if the Depositary is so registered. Each Depositary shall enter into an agreement with the Trustee governing their respective duties and rights with regard to Book-Entry Securities. Each Security shall be dated the date of its authentication, except that each Bearer Security, including any Bearer Security in global form, shall be dated as of the date specified as contemplated by Section 3.01. No Security or Coupon appertaining thereto shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of one of its authorized signatories, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Except as permitted by Section 3.06 or 3.07, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and cancelled. SECTION 3.04

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, President its Vice Chairman, its President, its Chief Financial Officer or a one of its Executive Vice President Presidents, under its corporate seal reproduced thereon attested by the signature of its Secretary or one of its Assistant Secretaries or its Treasurer or one of its Assistant Treasurers. The Coupons, if any, shall be executed on behalf of the Company (by its Chairman of the Board, its Vice Chairman, its President, its Chief Financial Officer or one of its Executive Vice Presidents attested by its Secretary or any other officer Assistant Secretary or its Treasurer or one of the Company designated in writing by or pursuant to authority of the Board of Directors and delivered to the Trustee from time to time)its Assistant Treasurers. The signature of any of these officers on the Securities may be manual or facsimile. If the terms of the Securities of any series provide that any Guarantee by any Guarantor is to be endorsed on or otherwise attached to(and Coupons, or made part of, Securities of any series, and if the terms of such Securities provide for the execution of such Guarantee by such Guarantor (it being understood and agreed that the terms of Securities of any series may, but need not, provide for the execution of any Guarantee by any Guarantor), such Guarantee shall be executed on behalf of such Guarantor by the Chairman of the Board, President or a Vice President of such Guarantor (or any other officer of such Guarantor designated in writing by or pursuant to authority of the Guarantor’s Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on any Guarantee any) may be manual or facsimile. Securities (and any Guarantees by any Guarantor endorsed thereon Coupons, if any) bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or such Guarantor, as the case may be, shall bind the Company or such Guarantor, as the case may beCompany, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities (and Coupons, if any) or did not hold such offices at the date of such SecuritiesSecurities (and Coupons, if any). At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities (with or without Coupons) of any series executed by the Company, together with, if the terms of such Securities provide for the endorsement thereon of any Guarantees by any Guarantor, such Guarantees endorsed hereon and, if such terms so provide, executed by such Guarantor, Company to the Trustee for authentication, together with a Company Order and, if any Guarantee by a Guarantor is to be endorsed on such Securities, a Guarantor Order of such Guarantor, for the authentication and delivery of such Securities with any such Guarantees endorsed thereonSecurities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities with any such Guarantees endorsed thereonSecurities. If the form or terms of the Securities of the series have been established by in or pursuant to one or more Board Resolutions or the form or terms of any Guarantees thereof by any Guarantor have been established by or pursuant to one or more Guarantor’s Board Resolutions of such Guarantor as permitted by Sections 201 2.01 and 3013.01, in authenticating such Securities with any such Guarantees endorsed thereonSecurities, and accepting the additional responsibilities under this Indenture in relation to such Securities and such GuaranteesSecurities, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying uponupon any of the following: (1) a Company Request; (2) any Board Resolution, Officers' Certificate and/or executed supplemental indenture referred to in Sections 2.01 or 3.01 by or pursuant to which the form or forms and the terms of the Securities of such series and the Coupons, if any, appertaining thereto were established; (3) an Officers' Certificate either setting forth the form or forms and the terms of the Securities of such series and the Coupons, if any, appertaining thereto or stating that such form or forms and terms have been established pursuant to Sections 2.01 or 3.01 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (4) at the option of the Company, either an Opinion of Counsel, or a letter addressed to the Trustee permitting it to rely on an Opinion of Counsel, substantially to the effect that: (i) if established pursuant to a Board Resolution as permitted by Section 2.01, the form of such Securities and Coupons, if any, have been established in conformity with the provisions of this Indenture; (ii) if established pursuant to a Board Resolution as permitted by Section 3.01, the terms of such Securities and Coupons, if any, have been established in conformity with the provisions of this Indenture; and (iii) such Securities and Coupons, if any, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors' rights and to general equity principles. The Trustee shall have the right to decline to authenticate and deliver such Securities if the Trustee determines or is advised by counsel that such action may not lawfully be taken or if the Trustee in good faith by its board of directors or trustees, executive committee, or a trust committee of directors or trustees and/or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing Holders or would adversely affect the Trustee's own rights, duties or immunities under this Indenture or otherwise. The Trustee shall not be required to authenticate Securities denominated in a coin or currency (or unit including a coin or currency) other than that of the United States if the Trustee reasonably determines that such Securities impose duties or obligations on the Trustee which the Trustee is not able or reasonably willing to accept; provided that the Trustee, upon a Company Request, will resign as Trustee with respect to Securities of any series as to which such a determination is made, prior to the issuance of such Securities, and will comply with the request of the Company to execute and deliver a supplemental indenture appointing a successor Trustee pursuant to Section 9.01. If all of the Securities of a series are not to be originally issued at the same time, then the documents required to be delivered pursuant to this Section 3.03 must be delivered only once, prior to the authentication and delivery of the first Security of such series; provided, however, that any subsequent request by the Company to the Trustee to authenticate Securities of such series upon original issuance shall constitute a representation and warranty by the Company that, as of the date of such request, the statements made in the Opinion of Counsel stating,delivered pursuant to this Section 3.03 shall be true and correct as if made on such date. If the Company shall establish pursuant to Section 3.01 that the Securities of a series are to be issued in whole or in part in global form, then the Company shall execute and the Trustee shall, in accordance with this Section and the Company Order with respect to such series, authenticate and deliver one or more securities in global form that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such global Security or Securities, (ii) shall be registered, if in registered form, in the name of the Depositary for such Book-Entry 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 instruction and (iv) shall bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for Securities in certificated form, this Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary" or to such other effect as the Depositary and the Trustee may agree. Each Depositary designated pursuant to Section 3.01 for a Book- Entry Security in registered form must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and any other applicable statute or regulation. The Trustee shall have no responsibility to determine if the Depositary is so registered. Each Depositary shall enter into an agreement with the Trustee governing their respective duties and rights with regard to Book-Entry Securities. Each Security shall be dated the date of its authentication, except that each Bearer Security, including any Bearer Security in global form, shall be dated as of the date specified as contemplated by Section 3.01.

Execution, Authentication, Delivery and Dating. The ----------------------------------------------- Securities shall be executed on behalf of the Company applicable Issuer and any Guarantees to be endorsed on the Securities shall be executed on behalf of the Guarantor by its the Chairman of the Board, the President or a Vice President one of the Company (Vice Presidents of such Issuer or any other officer the Guarantor, as the case may be, under the corporate seal reproduced thereon and, in the case of the Company designated in writing Company, attested by the Secretary or pursuant to authority one of the Board of Directors Assistant Secretaries as the case may be; provided, -------- however , that any Securities issued hereunder by the Subsidiary Issuers may ------- be executed by any authorized officer or director thereof and delivered to the Trustee from time to time)may, but need not, be signed under a corporate seal. The signature of any of these officers on the Securities and any Guarantees, as the case may be, may be manual or facsimile. If the terms of the Securities The notation of any series provide that any Guarantee by any Guarantor is to be Guarantees, endorsed on or otherwise attached tothe Securities, or made part of, Securities of any series, and if the terms of such Securities provide for the execution of such Guarantee by such Guarantor (it being understood and agreed that the terms of Securities of any series may, but need not, provide for the execution of any Guarantee by any Guarantor), such Guarantee shall be executed on behalf of such Guarantor by the Chairman of the Board, President or a Vice President of such Guarantor (as provided in Section 13.02. Securities or any other officer of such Guarantor designated in writing by or pursuant to authority of the Guarantor’s Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on any Guarantee may be manual or facsimile. Securities and any Guarantees by any Guarantor endorsed thereon bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company applicable Issuer or such the Guarantor, as the case may be, shall bind such Issuer or the Company or such Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or Guarantees or did not hold such offices at on the date of such SecuritiesSecurities or Guarantees. At any time and from time to time after the execution and delivery of this Indenture, the Company applicable Issuer may deliver Securities of any series executed by such Issuer bearing the Company, together with, if the terms of such Securities provide for the endorsement thereon notation of any Guarantees by pursuant to Article XIII or having any Guarantor, such Guarantees endorsed hereon andthereon, if such terms so provideas applicable, in each case executed by such the Guarantor, to the Trustee for authentication, together with a Company an Issuer Order and, if any Guarantee by a Guarantor is to be endorsed on such Securities, a Guarantor Order of such Guarantor, for the authentication and delivery of such Securities with any such Guarantees endorsed thereon, Securities; and the Trustee in accordance with the Company such Issuer Order shall authenticate and deliver such Securities with any such Guarantees endorsed thereonas provided in this Indenture and not otherwise. If the form or terms of the Securities of the series have been established by in or pursuant to one or more Board Resolutions or the form or terms of any Guarantees thereof by any Guarantor have been established by or pursuant to one or more Guarantor’s Board Resolutions of such Guarantor supplemental indentures as permitted by Sections 201 2.01 and 3013.01, in authenticating such Securities with any such Guarantees endorsed thereonSecurities, and accepting the additional responsibilities under this Indenture in relation to such Securities and such GuaranteesSecurities, the Trustee shall be entitled to receive, and (subject to Section 6016.01) shall be fully protected in relying upon, an Opinion of Counsel stating,

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the each Company by its Chairman of the Board, President or a its President, one of its Vice President of the Company (Presidents or any other officer of the Company designated in writing person authorized by or pursuant to authority of the its Board of Directors to execute Securities, and delivered any Guarantees to be endorsed on the Trustee from time to time)Securities of a particular series shall be executed on behalf of the applicable Guarantor by an authorized officer or person, in each case under such entity’s corporate seal if required by applicable law, reproduced thereon. The signature of any of these officers or persons on the Securities or Guarantees may be manual or facsimile. If the terms of the Securities of any series provide that any Guarantee by any Guarantor is to be endorsed on or otherwise attached to, or made part of, Securities of any series, and if the terms of such Securities provide for the execution of such Guarantee by such Guarantor (it being understood and agreed that the terms of Securities of any series may, but need not, provide for the execution of any Guarantee by any Guarantor), such Any Global Guarantee shall be executed and delivered on behalf of such the applicable Guarantor by the Chairman of the Boardan authorized officer or person, President or a Vice President of such Guarantor (or any other officer of such Guarantor designated in writing under its corporate seal if required by or pursuant to authority of the Guarantor’s Board of Directors and delivered to the Trustee from time to time)applicable law, reproduced thereon. The signature of any of these officers or persons on any the Global Guarantee may be manual or facsimile. A facsimile of any Global Guarantee may (but need not) be appended to each Security covered by such Global Guarantee. Securities and any or Guarantees by any Guarantor endorsed thereon bearing the manual or facsimile signatures of individuals who were at any time the proper officers or authorized representatives of the either Company or such a Guarantor, as the case may beapplicable, shall bind such Company and the Company or such applicable Guarantor, as the case may beapplicable, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company Companies may deliver Securities of any series executed by the Company, together with, if the terms of such Securities provide for the endorsement thereon of any Guarantees by any Guarantor, such Guarantees endorsed hereon Companies and, if applicable, endorsed with any Guarantees of the Securities of such terms so provideseries or with a facsimile of any Global Guarantees relating to the Securities of such series appended, executed by such Guarantorin each case, to the Trustee for authentication, together with a Company Order and, if any Guarantee by a Guarantor is to be endorsed on such Securities, a Guarantor Order of such Guarantor, for the authentication and delivery of such Securities with any such Guarantees endorsed thereonSecurities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities with any such Guarantees endorsed thereonthereon or appended thereto. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions or the form or terms of any Guarantees thereof by any Guarantor have been established by or pursuant to one or more Guarantor’s Board Resolutions of such Guarantor as permitted by Sections 201 and 301, in authenticating such Securities with any such Guarantees endorsed thereon, and accepting the additional responsibilities under this Indenture in relation to such Securities and such GuaranteesSecurities, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating,

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, President or a Vice President an Officer of the Company (or any other officer and on behalf of the Company designated in writing Guarantor, by or pursuant to authority an Officer of the Board of Directors and delivered to the Trustee from time to time)Guarantor, under their respective corporate seals reproduced thereon which may, but need not, be attested. The signature of any of these officers on the Securities may be manual or facsimile. If The seal may be in the terms form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Security, and the failure to affix the seal of the Company or the Guarantor shall not affect the validity of the Securities of any series provide that any Guarantee by any Guarantor is to be endorsed on or otherwise attached to, or made part of, Securities of any series, and if the terms of such Securities provide for the execution of such Guarantee by such Guarantor (it being understood and agreed that the terms of Securities of any series may, but need not, provide for the execution of any Guarantee by any Guarantor), such Guarantee shall be executed on behalf of such Guarantor by the Chairman of the Board, President or a Vice President of such Guarantor (or any other officer of such Guarantor designated in writing by or pursuant to authority of the Guarantor’s Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on any Guarantee may be manual or facsimileGuarantees. Securities and any Guarantees by any Guarantor endorsed thereon bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or such the Guarantor, as the case may be, shall bind the Company or such the Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company, together with, if Company and the terms of such Securities provide for the endorsement thereon of any Guarantees by any Guarantor, such Guarantees endorsed hereon and, if such terms so provide, executed by such Guarantor, Guarantor to the Trustee for authentication, together with a Company Order and, if any Guarantee by a Guarantor is to be endorsed on such Securities, a Guarantor Order of such Guarantor, for the authentication and delivery of such Securities with any such Guarantees endorsed thereonSecurities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities with any such Guarantees endorsed thereonSecurities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions or the form or terms of any Guarantees thereof by any Guarantor have been established by or pursuant to one or more Guarantor’s Board Resolutions of such Guarantor Establishment Actions as permitted by Sections 201 2.01 and 3013.01, in authenticating such Securities with any such Guarantees endorsed thereonSecurities, and accepting the additional responsibilities under this Indenture in relation to such Securities and such GuaranteesSecurities, the Trustee shall be entitled to receive, and (subject to Section 6016.01) shall be fully protected in relying upon, an Opinion of Counsel stating,:

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company Issuers by its (i) the Chairman of the Board, President or a Vice President of the Company General Partner (or any other officer of the Company General Partner designated in writing by or pursuant to authority of the Board of Directors with respect to the Company and delivered to the Trustee from time to time) and (ii) if the Co-Issuer is a co-issuer as to such Securities, in addition, by the Chairman of the Board, President, or a Vice President of the Co-Issuer (or any other officer of the Co-Issuer designated in writing by or pursuant to authority of the Board of Directors with respect to the Co-Issuer and delivered to the Trustee from time to time). The signature of any of these officers on the Securities may be manual or facsimile. If the terms of the Securities of any series provide that any Guarantee by any Guarantor is to be endorsed on or otherwise attached to, or made part of, Securities of any series, and if the terms of such Securities provide for the execution of such Guarantee by such Guarantor (it being understood and agreed that the terms of Securities of any series may, but need not, provide for the execution of any Guarantee by any Guarantor), such Guarantee shall be executed on behalf of such Guarantor by the Chairman of the Board, President or a Vice President of such Guarantor (or any other officer of such Guarantor designated in writing by or pursuant to authority of the Guarantor’s Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on any Guarantee may be manual or facsimile. Securities and any Guarantees by any Guarantor endorsed thereon bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company General Partner (as to the execution of Securities by the Company) or the Co-Issuer (as to the execution of Securities by the Co-Issuer) or such Guarantor, as the case may be, shall bind the Company such Issuer or such Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company Issuers may deliver Securities of any series executed by the CompanyIssuers, together with, if the terms of such Securities provide for the endorsement thereon of any Guarantees by any Guarantor, such Guarantees endorsed hereon and, if such terms so provide, executed by such Guarantor, to the Trustee for authentication, together with a Company an Issuer Order and, if any Guarantee by a Guarantor is to be endorsed on such Securities, a Guarantor Order of such Guarantor, for the authentication and delivery of such Securities with any such Guarantees endorsed thereon, and the Trustee in accordance with the Company Issuer Order shall authenticate and deliver such Securities with any such Guarantees endorsed thereon. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions of the Issuers or the form or terms of any Guarantees thereof by any Guarantor have been established by or pursuant to one or more Guarantor’s Board Resolutions of such 21 Guarantor as permitted by Sections 201 and 301, in authenticating such Securities with any such Guarantees endorsed thereon, and accepting the additional responsibilities under this Indenture in relation to such Securities and such Guarantees, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating,

Execution, Authentication, Delivery and Dating. The Debt Securities shall be executed on behalf of the Company issuing Company, and, with respect to Debt Securities of BHFC, the Guarantees endorsed thereon shall be executed on behalf of the Guarantor, by its or their respective, as applicable, Chairman of the Board, President or a Vice President Chairman of the Company (Board, Chief Executive Officer, President, Chief Financial Officer, Treasurer or any other officer one of the Company designated in writing by its or pursuant to authority of the Board of Directors and delivered to the Trustee from time to time)their respective, as applicable, Vice Presidents. The signature of any of these officers on the Debt Securities may be manual or facsimile. If and/or the terms of the Securities of any series provide that any Guarantee by any Guarantor is to be endorsed on or otherwise attached to, or made part of, Securities of any series, and if the terms of such Securities provide for the execution of such Guarantee by such Guarantor (it being understood and agreed that the terms of Securities of any series may, but need not, provide for the execution of any Guarantee by any Guarantor), such Guarantee shall be executed on behalf of such Guarantor by the Chairman of the Board, President or a Vice President of such Guarantor (or any other officer of such Guarantor designated in writing by or pursuant to authority of the Guarantor’s Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on any Guarantee Guarantees may be manual or facsimile. Securities and any Guarantees by any Guarantor endorsed thereon bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the issuing Company or such and, in the case of BHFC Securities, the Guarantor, as the case may be, shall bind the Company or such and the Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the issuing Company may deliver Debt Securities of any series executed by the such Company, together with, if with the terms of such Securities provide for the endorsement thereon of any Guarantees by any Guarantor, such Guarantees endorsed hereon and, if such terms so provide, thereon executed by such Guarantorthe Guarantor in the case of BHFC Debt Securities, to the Trustee for authentication, together with a Company Order and, if any Guarantee by a Guarantor is to be endorsed on such Securities, a Guarantor Order of such Guarantor, Request for the authentication and delivery of such Securities with any such Guarantees endorsed thereonSecurities, and the Trustee in accordance with the Company Order Request shall authenticate and deliver such Securities with any such Guarantees endorsed thereonSecurities. If the form or terms of the Debt Securities of the series and the Guarantees, as applicable, have been established by or pursuant to one or more Board Resolutions or the form or terms of any Guarantees thereof by any Guarantor have been established by or pursuant to one or more Guarantor’s Board Resolutions of such Guarantor as permitted by Sections 201 2.01 and 3013.01, in authenticating such Securities with any such Guarantees endorsed thereonSecurities, and accepting the additional responsibilities under this Indenture in relation to such Securities and such GuaranteesSecurities, the Trustee shall be entitled to receive, and (subject to Section 6016.01) shall be fully protected in relying upon, an Opinion of Counsel stating,:

Execution, Authentication, Delivery and Dating. The Securities shall be executed executed, manually or by facsimile, on behalf of the Company by its Chairman of the Board, President or a Vice President of the Company (or any other officer of the Company designated in writing by or pursuant to authority of the Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on the Securities may be manual or facsimile. If the terms of the Securities of any series provide that any Guarantee by any Guarantor is to be endorsed on or otherwise attached to, or made part of, Securities of any series, and if the terms of such Securities provide for the execution of such Guarantee by such Guarantor (it being understood and agreed that the terms of Securities of any series may, but need not, provide for the execution of any Guarantee by any Guarantor), such Guarantee shall be executed on behalf of such Guarantor by the Deputy Chairman of the Board, its President, one of its Vice Presidents or its Treasurer under its corporate seal reproduced thereon, by facsimile or otherwise, and which need not be attested. The Guarantees endorsed on any Guaranteed Securities shall be executed, manually or by facsimile, on behalf of the Guarantor by its Chairman of the Board, a Vice Chairman of the Board, its President or a one of its Vice President Presidents and by its Treasurer or one of such Guarantor (its Assistant Treasurers or any other officer its Secretary or one of such Guarantor designated in writing its Assistant Secretaries, under its corporate seal reproduced thereon, by facsimile or pursuant to authority of the Guarantor’s Board of Directors otherwise, and delivered to the Trustee from time to time). The signature of any of these officers on any Guarantee may which need not be manual or facsimileattested. Securities and any or Guarantees by any Guarantor endorsed thereon bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or such the Guarantor, as the case may be, shall bind the Company or such the Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or Guarantees or did not hold such offices at the date of such SecuritiesSecurities or Guarantees. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company, together with, if the terms of such Securities provide for the endorsement thereon of any Guarantees by any Guarantor, such Guarantees endorsed hereon and, if such terms so provide, executed by such Guarantor, Company to the Trustee for the Securities of such series for authentication, together with a Company Order and, if any Guarantee by a Guarantor is to be endorsed on such Securities, a Guarantor Order of such Guarantor, for the authentication and delivery of such Securities with any such Guarantees endorsed thereonSecurities, and the such Trustee in accordance with the Company Order shall authenticate and deliver such Securities with any such Guarantees endorsed thereonSecurities. If the form or terms of the Securities of the series have been established by in or pursuant to one or more Board Resolutions or of the form or terms Company and, in the case of any Guarantees thereof by any Guarantor have been established by or pursuant to one or more Guaranteed Securities, the Guarantor’s Board Resolutions of such Guarantor , as permitted by Sections 201 and 301, in authenticating such Securities with any such Guarantees endorsed thereonSecurities, and accepting the additional responsibilities under this Indenture in relation to such Securities and Securities, such Guarantees, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel of the Company and, if the Securities are Guaranteed Securities, the Guarantor, stating,

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman General Partner by such General Partner’s Chairman, Vice Chairman, President, Chief Executive Officer, co-Chief Executive Officer, Chief Financial Officer, any Managing Director or any Vice President. If a Guarantor is a corporation, its Guarantee shall be executed on behalf of the Boardsuch Guarantor by its Chairman, Vice Chairman, President, Chief Executive Officer, co-Chief Executive Officer, Chief Financial Officer, any Managing Director or any Vice President and, if a Guarantor is a partnership or a limited liability company, its Guarantee shall be executed on behalf of such Guarantor by the Chairman, Vice Chairman, President, Chief Executive Officer, co-Chief Executive Officer, Chief Financial Officer, any Managing Director or any Vice President of the Company (its general partner or any other officer of the Company designated in writing by or pursuant to authority of the Board of Directors and delivered to the Trustee from time to time)manager, as applicable. The signature of any of these officers on the Securities or Guarantees may be manual or facsimile. If the terms facsimile signatures of the Securities of present or any series provide that any Guarantee by any Guarantor is to future such authorized officer and may be endorsed on imprinted or otherwise attached to, reproduced on the Securities or made part of, Securities of any series, and if the terms of such Securities provide for the execution of such Guarantee by such Guarantor (it being understood and agreed that the terms of Securities of any series may, but need not, provide for the execution of any Guarantee by any Guarantor), such Guarantee shall be executed on behalf of such Guarantor by the Chairman of the Board, President or a Vice President of such Guarantor (or any other officer of such Guarantor designated in writing by or pursuant to authority of the Guarantor’s Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on any Guarantee may be manual or facsimileGuarantees. Securities and any or Guarantees by any Guarantor endorsed thereon appertaining thereto bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company’s General Partner, Guarantors (or the general partner or manager of such Guarantor) or any successor of the Company or such any Guarantor, as the case may beapplicable, shall bind the Company or such the applicable Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication authentication, as applicable, and delivery of such Securities or Guarantees or did not hold such offices at the date of such SecuritiesSecurities or Guarantees. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series series, executed by the Company, together with, if the terms of such Securities provide for the endorsement thereon of any Guarantees by any Guarantor, such Guarantees endorsed hereon and, if such terms so provide, executed by such Guarantor, Company to the Trustee for authentication, together with a Company Order and, if any Guarantee by a Guarantor is to be endorsed on such Securities, a Guarantor Order of such Guarantor, for the authentication and delivery of such Securities with any such Guarantees endorsed thereonSecurities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities with any such Guarantees endorsed thereonSecurities. If the form or terms all of the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series have been established by or pursuant shall so permit, such Company Order may set forth procedures acceptable to one or more Board Resolutions or the form or Trustee for the issuance of such Securities and determining the terms of any Guarantees thereof by any Guarantor have been established by or pursuant to one or more Guarantor’s Board Resolutions particular Securities of such Guarantor series, such as permitted by Sections 201 interest rate or formula, maturity date, date of issuance and 301, in date from which interest shall accrue. In authenticating such Securities with any such Guarantees endorsed thereonSecurities, and accepting the additional responsibilities under this Indenture in relation to such Securities and such GuaranteesSecurities, the Trustee shall be entitled to receive, and (subject to TIA Section 601315(a) through 315(d)) shall be fully protected in relying upon, an Opinion of Counsel stating,:

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf Upon the execution and delivery of the Company by its Chairman of the Boardthis Agreement, President or a Vice President of the Company (or and at any other officer of the Company designated in writing by or pursuant to authority of the Board of Directors time and delivered to the Trustee from time to time). The signature of time thereafter, the Corporation may deliver, subject to any of these officers limitation on the Securities may be manual aggregate principal amount of Debt Securities, if any, or facsimile. If the terms number of Warrants, Purchase Contracts, Depositary Shares or shares of Preferred Stock, if any, represented thereby, an unlimited number of Unit Certificates (including the Securities of any series provide that any Guarantee executed by any Guarantor is to be endorsed on or otherwise attached to, or made part of, Securities of any series, and if the terms of such Securities provide for Corporation constituting the execution of such Guarantee Units evidenced by such Guarantor (it being understood and agreed that the terms of Securities of any series may, but need not, provide for the execution of any Guarantee by any Guarantor), such Guarantee shall be executed on behalf of such Guarantor by the Chairman of the Board, President or a Vice President of such Guarantor (or any other officer of such Guarantor designated in writing by or pursuant to authority of the Guarantor’s Board of Directors and delivered Unit Certificates) to the Trustee from time to time). The signature of any of these officers on any Guarantee may be manual Trustee, Warrant Agent, Deposit Agent and/or the Agent for authentication, countersignature or facsimile. Securities and any Guarantees by any Guarantor endorsed thereon bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or such Guarantorexecution, as the case may be, shall bind of the Company Securities comprised by such Units, together with its Issuer Orders for authentication, countersignature or such Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date execution of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company, together with, if the terms of such Securities provide for the endorsement thereon of any Guarantees by any Guarantor, such Guarantees endorsed hereon and, if such terms so provide, executed by such Guarantor, to the Trustee for authentication, together with a Company Order and, if any Guarantee by a Guarantor is to be endorsed on such Securities, a Guarantor Order of such Guarantor, for the authentication and delivery of such Securities with any such Guarantees endorsed thereon, and the Trustee in accordance with the Company applicable Indenture and the Issuer Order of the Corporation shall authenticate the Debt Securities, if any, constituting a part of the Units evidenced by such Unit Certificates, the Warrant Agent in accordance with the Warrant Agreement and the Issuer Order of the Corporation shall countersign the Warrants, if any, constituting a part of the Units evidenced by such Unit Certificates, the Deposit Agent in accordance with the Deposit Agreement and the Issuer Order of the Corporation shall countersign the Depositary Shares, if any, constituting a part of the Units evidenced by such Unit Certificates, and the Agent in accordance with this Agreement and the Issuer Order of the Corporation shall countersign and execute on behalf of the Holders thereof the Purchase Contracts, if any, constituting a part of the Units evidenced by such Unit Certificates, and each shall deliver such Unit Certificates upon the order of the Corporation. Any Debt Securities constituting a part of the Units of any series shall be executed on behalf of the Corporation in accordance with any such Guarantees endorsed thereon. If the form or terms of the Securities applicable Indenture. Any Warrants constituting a part of the Units of any series have been established by or pursuant to one or more Board Resolutions or shall be executed on behalf of the form or Corporation in accordance with the terms of the Warrant Agreement. Any Depositary Shares constituting a part of the Units of any Guarantees thereof by any Guarantor have been established by or pursuant to one or more Guarantor’s Board Resolutions of such Guarantor as permitted by Sections 201 and 301, in authenticating such Securities with any such Guarantees endorsed thereon, and accepting the additional responsibilities under this Indenture in relation to such Securities and such Guarantees, the Trustee series shall be entitled to receive, and (subject to Section 601) executed on behalf of the Corporation in accordance with the terms of the Deposit Agreement. Any shares of Preferred Stock constituting a part of the Units of any series shall be fully protected executed on behalf of the Corporation in relying upon, an Opinion accordance with the terms of Counsel stating,the Certificate of Incorporation. Any Purchase Contracts constituting a part of the Units shall be executed on behalf of the Corporation in accordance with Section 3.01.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the BoardBoard of Directors, its principal financial officer, its Chief Executive Officer, its President or a one of its Vice President Presidents, its Treasurer or its Assistant Treasurer, attested by its Secretary or one of the Company (or any other officer of the Company designated in writing by or pursuant to authority of the Board of Directors and delivered to the Trustee from time to time)its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. If the terms of the Securities of any series provide that any The Guarantee by any Guarantor is to be endorsed on or otherwise attached to, or made part of, any Securities of any series, and if the terms of such Securities provide for the execution of such Guarantee by such Guarantor (it being understood and agreed that the terms of Securities of any series may, but need not, provide for the execution of any Guarantee by any Guarantor), such Guarantee shall be executed on behalf of such the Guarantor by the its Chairman of the BoardBoard of Directors, its principal financial officer, its Chief Executive Officer, its President or a one of its Vice President Presidents, its Treasurer or its Assistant Treasurer, attested by its Secretary or one of such Guarantor (or any other officer of such Guarantor designated in writing by or pursuant to authority of the Guarantor’s Board of Directors and delivered to the Trustee from time to time)its Assistant Secretaries. The signature of any of these officers on any the Guarantee may be manual or facsimile. Securities and any Guarantees by any Guarantor endorsed thereon or the Guarantee bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or such Guarantorthe Guarantors, as the case may beapplicable, shall bind the Company or such Guarantorthe Guarantors, as the case may beapplicable, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company, together with, if the terms of such Securities provide for the endorsement thereon of any Guarantees by any Guarantor, such Guarantees endorsed hereon Company and, if such terms so provideapplicable, having endorsed thereon the Guarantees executed by such Guarantor, as provided in Section 1502 to the Trustee for authentication, together with a Company Order and, if any Guarantee by a Guarantor is to be endorsed on such Securities, a Guarantor Order of such Guarantor, for the authentication and delivery of such Securities with any such Guarantees endorsed thereonSecurities, and the Trustee in accordance with the Company Order (which may provide that Securities that are the subject thereof will be authenticated and delivered by the Trustee from time to time upon the telephonic or written order of Persons designated in said Company Order and that such Persons are authorized to determine such terms and conditions of said Securities as are specified in the Company Order) shall authenticate and deliver such Securities with any such Guarantees endorsed thereonSecurities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions or the form or terms of any Guarantees thereof by any Guarantor have been established by or pursuant to one or more Guarantor’s Board Resolutions of such Guarantor as permitted by Sections 201 and 301, in authenticating such Securities with any such Guarantees endorsed thereonSecurities, and accepting the additional responsibilities under this Indenture in relation to such Securities and such GuaranteesSecurities, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in conclusively relying upon, a copy of such Board Resolution, the Officers’ Certificate setting forth the terms of the series and an Opinion of Counsel, with such Opinion of Counsel stating,

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, President or a Vice President of the Company (or any other officer of the Company designated in writing by or pursuant to authority of the Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on the Securities may be manual or facsimile. If the terms of the Securities of any series provide that any Guarantee by any Guarantor is to be endorsed on or otherwise attached to, or made part of, Securities of any series, and if the terms of such Securities provide for the execution of such Guarantee by such Guarantor (it being understood and agreed that the terms of Securities of any series may, but need not, provide for the execution of any Guarantee by any Guarantor), such Guarantee shall be executed on behalf of such Guarantor by the Chairman of the Board, President or a Vice President of such Guarantor (or any other officer of such Guarantor designated in writing by or pursuant to authority of the Guarantor’s Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on any Guarantee may be manual or facsimile. Securities and any Guarantees by any Guarantor endorsed thereon bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or such Guarantor, as the case may be, shall bind the Company or such Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company, together with, if the terms of such Securities provide for the endorsement thereon of any Guarantees by any Guarantor, such Guarantees endorsed hereon and, if such terms so provide, executed by such Guarantor, to the Trustee for authentication, together with a Company Order and, if any Guarantee by a Guarantor is to be endorsed on such Securities, a Guarantor Order of such Guarantor, for the authentication and delivery of such Securities with any such Guarantees endorsed thereon, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities with any such Guarantees endorsed thereon. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions or the form or terms of any Guarantees thereof by any Guarantor have been established by or pursuant to one or more Guarantor’s Board Resolutions of such Guarantor as permitted by Sections 201 and 301, in authenticating such Securities with any such Guarantees endorsed thereon, and accepting the additional responsibilities under this Indenture in relation to such Securities and such Guarantees, the Trustee shall be entitled to receive, and (subject to Section 601601 ) shall be fully protected in relying upon, an Opinion of Counsel stating,

Execution, Authentication, Delivery and Dating. The ----------------------------------------------- Securities shall be executed on behalf of the Company applicable Issuer and any Guarantees to be endorsed on the Securities shall be executed on behalf of the Guarantor by its the Chairman of the Board, the President or a Vice President one of the Company (Vice Presidents of such Issuer or any other officer the Guarantor, as the case may be, under the corporate seal reproduced thereon attested by the Secretary or one of the Company designated in writing by Assistant Secretaries of such Issuer or pursuant to authority of the Board of Directors and delivered to Guarantor, as the Trustee from time to time)case may be. The signature of any of these officers on the Securities and any Guarantees, as the case may be, may be manual or facsimile. If the terms of the Securities The notation of any series provide that any Guarantee by any Guarantor is to be Guarantees, endorsed on or otherwise attached tothe Securities, or made part of, Securities of any series, and if the terms of such Securities provide for the execution of such Guarantee by such Guarantor (it being understood and agreed that the terms of Securities of any series may, but need not, provide for the execution of any Guarantee by any Guarantor), such Guarantee shall be executed on behalf of such Guarantor by the Chairman of the Board, President or a Vice President of such Guarantor (as provided in Section 13.02. Securities or any other officer of such Guarantor designated in writing by or pursuant to authority of the Guarantor’s Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on any Guarantee may be manual or facsimile. Securities and any Guarantees by any Guarantor endorsed thereon bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company applicable Issuer or such the Guarantor, as the case may be, shall bind such Issuer or the Company or such Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or Guarantees or did not hold such offices at on the date of such SecuritiesSecurities or Guarantees. At any time and from time to time after the execution and delivery of this Indenture, the Company applicable Issuer may deliver Securities of any series executed by such Issuer bearing the Company, together with, if the terms of such Securities provide for the endorsement thereon notation of any Guarantees by pursuant to Article XIII or having any Guarantor, such Guarantees endorsed hereon andthereon, if such terms so provideas applicable, in each case executed by such the Guarantor, to the Trustee for authentication, together with a Company an Issuer Order and, if any Guarantee by a Guarantor is to be endorsed on such Securities, a Guarantor Order of such Guarantor, for the authentication and delivery of such Securities with any such Guarantees endorsed thereon, Securities; and the Trustee in accordance with the Company such Issuer Order shall authenticate and deliver such Securities with any such Guarantees endorsed thereonas provided in this Indenture and not otherwise. If the form or terms of the Securities of the series have been established by in or pursuant to one or more Board Resolutions or the form or terms of any Guarantees thereof by any Guarantor have been established by or pursuant to one or more Guarantor’s Board Resolutions of such Guarantor supplemental indentures as permitted by Sections 201 2.01 and 3013.01, in authenticating such Securities with any such Guarantees endorsed thereonSecurities, and accepting the additional responsibilities under this Indenture in relation to such Securities and such GuaranteesSecurities, the Trustee shall be entitled to receive, and (subject to Section 6016.01) shall be fully protected in relying upon, an Opinion of Counsel stating,

Execution, Authentication, Delivery and Dating. The Securities shall be executed executed, manually or by facsimile, on behalf of the Company by its Chairman of the Board, President or a Vice President of the Company (or any other officer of the Company designated in writing by or pursuant to authority of the Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on the Securities may be manual or facsimile. If the terms of the Securities of any series provide that any Guarantee by any Guarantor is to be endorsed on or otherwise attached to, or made part of, Securities of any series, and if the terms of such Securities provide for the execution of such Guarantee by such Guarantor (it being understood and agreed that the terms of Securities of any series may, but need not, provide for the execution of any Guarantee by any Guarantor), such Guarantee shall be executed on behalf of such Guarantor by the Deputy Chairman of the Board, its President, one of its Vice Presidents or its Treasurer under its corporate seal reproduced thereon, by facsimile or otherwise, and which need not be attested. The Guarantees endorsed on any Guaranteed Securities shall be executed, manually or by facsimile, on behalf of the Guarantor by its Chairman of the Board, a Vice Chairman of the Board, its President or a one of its Vice President Presidents and by its Treasurer or one of such Guarantor (its Assistant Treasurers or any other officer its Secretary or one of such Guarantor designated in writing its Assistant Secretaries, under its corporate seal reproduced thereon, by facsimile or pursuant to authority of the Guarantor’s Board of Directors otherwise, and delivered to the Trustee from time to time). The signature of any of these officers on any Guarantee may which need not be manual or facsimileattested. Securities and any or Guarantees by any Guarantor endorsed thereon bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or such the Guarantor, as the case may be, shall bind the Company or such the Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or Guarantees or did not hold such offices at the date of such SecuritiesSecurities or Guarantees. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company, together with, if the terms of such Securities provide for the endorsement thereon of any Guarantees by any Guarantor, such Guarantees endorsed hereon and, if such terms so provide, executed by such Guarantor, Company to the Trustee for the Securities of such series for authentication, together with a Company Order and, if any Guarantee by a Guarantor is to be endorsed on such Securities, a Guarantor Order of such Guarantor, for the authentication and delivery of such Securities with any such Guarantees endorsed thereonSecurities, and the such Trustee in accordance with the Company Order shall authenticate and deliver such Securities with any such Guarantees endorsed thereonSecurities. If the form or terms of the Securities of the series have been established by in or pursuant to one or more Board Resolutions or of the form or terms Company and, in the case of any Guarantees thereof by any Guarantor have been established by or pursuant to one or more Guaranteed Securities, the Guarantor’s Board Resolutions of such Guarantor , as permitted by Sections 201 and 301, in authenticating such Securities with any such Guarantees endorsed thereonSecurities, and accepting the additional responsibilities under this Indenture in relation to such Securities and Securities, such Guarantees, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel of the Company and , if the Securities are Guaranteed Securities, the Guarantor, stating,

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman and the Guarantee endorsed thereon shall be executed on behalf of the BoardGuarantor, President respectively, xx xxxir respective Presidents, one of their respective Vice Presidents or a Vice President Secretaries, under their respective corporate seals reproduced thereon attested by the signature of the Company (their respective Secretaries or any other officer one of the Company designated in writing by their respective Assistant Secretaries or pursuant to authority Treasurers or one of the Board of Directors and delivered to the Trustee from time to time)their respective Assistant Treasurers. The signature of any of these officers on the Securities may be manual or facsimile. If the terms of the Securities of any series provide that any Guarantee by any Guarantor is to be endorsed on or otherwise attached to, or made part of, Securities of any series, and if the terms of such Securities provide for the execution of such Guarantee by such Guarantor (it being understood and agreed that the terms of Securities of any series may, but need not, provide for the execution of any Guarantee by any Guarantor), such Guarantee shall be executed on behalf of such Guarantor by the Chairman of the Board, President or a Vice President of such Guarantor (or any other officer of such Guarantor designated in writing by or pursuant to authority of the Guarantor’s Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on any Guarantee Guarantees may be manual or facsimile. Securities and any Guarantees by any Guarantor endorsed thereon bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or such Guarantor, as and the case may be, Guarantor shall bind the Company or such and the Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities and Guarantees or did not hold such offices at the date of such SecuritiesSecurities and Guarantees. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company, together with, if the terms of such Securities provide for the endorsement thereon of any Guarantees by any Guarantor, such and with Guarantees endorsed hereon and, if such terms so provide, thereon executed by such the Guarantor, to the Trustee for authentication, together with a Company Order and, if any Guarantee by a Guarantor is to be endorsed on such Securities, a Guarantor Order of such Guarantor, for the authentication and delivery of such Securities with any such Guarantees endorsed thereonSecurities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities with any such Guarantees endorsed thereonSecurities. If the form or terms of the Securities of the series have been established by or pursuant to authorization provided by one or more Board Resolutions or the form or terms of any Guarantees thereof by any Guarantor have been established by or pursuant to one or more Guarantor’s Board Resolutions of such Guarantor as permitted by Sections 201 2.01 and 3013.01, in authenticating such Securities with any such Guarantees endorsed thereonSecurities, and accepting the additional responsibilities under this Indenture in relation to such Securities and such GuaranteesSecurities, the Trustee shall be entitled to receive, and (subject to Section 6016.01) shall be fully protected in relying upon, an Opinion of Counsel stating,

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the BoardBoard of Directors, its principal financial officer, its Chief Executive Officer, its President or a one of its Vice President Presidents, its Treasurer or its Assistant Treasurer, attested by its Secretary or one of the Company (or any other officer of the Company designated in writing by or pursuant to authority of the Board of Directors and delivered to the Trustee from time to time)its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. If the terms of the Securities of any series provide that any The Guarantee by any Guarantor is to be endorsed on or otherwise attached to, or made part of, any Securities of any series, and if the terms of such Securities provide for the execution of such Guarantee by such Guarantor (it being understood and agreed that the terms of Securities of any series may, but need not, provide for the execution of any Guarantee by any Guarantor), such Guarantee shall be executed on behalf of such the Guarantor by the its Chairman of the BoardBoard of Directors, its principal financial officer, its Chief Executive Officer, its President or a one of its Vice President Presidents, its Treasurer or its Assistant Treasurer, attested by its Secretary or one of such Guarantor (or any other officer of such Guarantor designated in writing by or pursuant to authority of the Guarantor’s Board of Directors and delivered to the Trustee from time to time)its Assistant Secretaries. The signature of any of these officers on any the Guarantee may be manual or facsimile. Securities and any Guarantees by any Guarantor endorsed thereon or the Guarantee bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or such Guarantorthe Guarantors, as the case may beapplicable, shall bind the Company or such Guarantorthe Guarantors, as the case may beapplicable, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company, together with, if the terms of such Securities provide for the endorsement thereon of any Guarantees by any Guarantor, such Guarantees endorsed hereon Company and, if such terms so provideapplicable, having endorsed thereon the Guarantees executed by such Guarantor, as provided in Section 1502 to the Trustee for authentication, together with a Company Order and, if any Guarantee by a Guarantor is to be endorsed on such Securities, a Guarantor Order of such Guarantor, for the authentication and delivery of such Securities with any such Guarantees endorsed thereonSecurities, and the Trustee in accordance with the Company Order (which may provide that Securities that are the subject thereof will be authenticated and delivered by the Trustee from time to time upon the telephonic or written order of Persons designated in said Company Order and that such Persons are authorized to determine such terms and conditions of said Securities as are specified in the Company Order) shall authenticate and deliver such Securities with any such Guarantees endorsed thereonSecurities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions or the form or terms of any Guarantees thereof by any Guarantor have been established by or pursuant to one or more Guarantor’s Board Resolutions of such Guarantor as permitted by Sections 201 and 301, in authenticating such Securities with any such Guarantees endorsed thereonSecurities, and accepting the additional responsibilities under this Indenture in relation to such Securities and such GuaranteesSecurities, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, a copy of such Board Resolution, the Officers’ Certificate setting forth the terms of the series and an Opinion of Counsel, with such Opinion of Counsel stating,

Execution, Authentication, Delivery and Dating. (a) The Securities shall be executed on behalf of the Company Applicable Issuer by one of its Authorized Officers or such other officer or agent to which the authority to execute such Securities is delegated by the Applicable Issuer's Board of Directors, and by its Chairman Secretary or one of the Board, President or a Vice President of the Company (or any other officer of the Company designated in writing by or pursuant to authority of the Board of Directors and delivered to the Trustee from time to time)its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. If the terms of the Securities of any series provide that any Guarantee by any Guarantor is to be endorsed on or otherwise attached Guarantees annexed to, or made part ofendorsed on, Guaranteed Securities of any series, and if the terms of such Securities provide for the execution of such Guarantee by such Guarantor (it being understood and agreed that the terms of Securities of any series may, but need not, provide for the execution of any Guarantee by any Guarantor), such Guarantee shall be executed on behalf of such the Guarantor by the Chairman one of its Authorized Officers or such other officer or agent of the Board, President or a Vice President of Guarantor to whom the authority to execute such Guarantor (or any other officer of such Guarantor designated in writing Guarantees is delegated by or pursuant to authority of the Guarantor’s 's Board of Directors and delivered to the Trustee from time to time)Directors. The signature signatures of any or all of these officers or agents on any Guarantee the Securities or the Guarantees may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers or authorized agents of the Applicable Issuer shall bind such Issuer, notwithstanding that one or more of those individuals have ceased to hold a proper office prior to the authentication and any delivery of such Securities or did not hold such offices or, in the case of an agent, continue to have proper authority at the date of such Securities. Guarantees by any Guarantor endorsed thereon bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or such Guarantor, as the case may be, Guarantor shall bind the Company or such Guarantor, as the case may be, notwithstanding that such one or more of those individuals or any of them have ceased to hold such offices a proper office or, in the case of an agent, continue to have proper authority, prior to the authentication and delivery of such the Guaranteed Securities on which the Guarantee was endorsed or did not hold such offices or, in the case of an agent, did not have proper authority at the date of such Guaranteed Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company, together with, if the terms of such Securities provide for the endorsement thereon of any Guarantees by any Guarantor, such Guarantees endorsed hereon and, if such terms so provide, executed by such Guarantor, to the Trustee for authentication, together with a Company Order and, if any Guarantee by a Guarantor is to be endorsed on such Securities, a Guarantor Order of such Guarantor, for the authentication and delivery of such Securities with any such Guarantees endorsed thereon, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities with any such Guarantees endorsed thereon. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions or the form or terms of any Guarantees thereof by any Guarantor have been established by or pursuant to one or more Guarantor’s Board Resolutions of such Guarantor as permitted by Sections 201 and 301, in authenticating such Securities with any such Guarantees endorsed thereon, and accepting the additional responsibilities under this Indenture in relation to such Securities and such Guarantees, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating,.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any two of its Chairman directors or its attorneys in fact in accordance with its Bylaws. The Guaranty on the Securities shall be endorsed on behalf of the Board, President Guarantor by any two of its executive officers or a Vice President of the Company (or any other officer of the Company designated its attorneys in writing by or pursuant to authority of the Board of Directors and delivered to the Trustee from time to time)fact in accordance with its Bylaws. The signature of any of these directors, officers or attorneys in fact on the Securities may be manual or facsimile. If the terms of the Securities of any series provide that any Guarantee by any Guarantor is to be endorsed on or otherwise attached to, or made part of, Securities of any series, and if the terms of such Securities provide for the execution of such Guarantee by such Guarantor (it being understood and agreed that the terms of Securities of any series may, but need not, provide for the execution of any Guarantee by any Guarantor), such Guarantee shall be executed on behalf of such Guarantor by the Chairman of the Board, President or a Vice President of such Guarantor (or any other officer of such Guarantor designated in writing by or pursuant to authority of the Guarantor’s Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on any Guarantee Guaranty may be manual or facsimile. Securities and any Guarantees by any Guarantor endorsed thereon bearing the manual or facsimile signatures of individuals who were at any time the proper officers or attorneys in fact of the Company or such Guarantor, as the case may be, shall bind the Company or such Guarantor, as the case may beCompany, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. Guaranties bearing the manual or facsimile endorsement of individuals who were at any time the proper executive officers or attorneys in fact of the Guarantor shall bind the Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of Securities bearing such endorsement or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company, together with, if Company and properly endorsed by the terms of such Securities provide for the endorsement thereon of any Guarantees by any Guarantor, such Guarantees endorsed hereon and, if such terms so provide, executed by such Guarantor, Guarantor to the Trustee for authentication, together with a Company Order and, if any Guarantee by a Guarantor is to be endorsed on such Securities, a Guarantor Order of such Guarantor, for the authentication and delivery of such Securities with any such Guarantees endorsed thereonSecurities, and the Trustee in accordance with the such Company Order shall authenticate and deliver such Securities with any such Guarantees endorsed thereonSecurities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions or the form or terms of any Guarantees thereof by any Guarantor have been established by or pursuant to one or more Guarantor’s Board Resolutions of such Guarantor as permitted by Sections 201 2.1 and 3013.1, in authenticating such Securities with any such Guarantees endorsed thereonSecurities, and accepting the additional responsibilities under this Indenture in relation to such Securities and such GuaranteesSecurities, the Trustee shall be entitled to receive, and (subject to Section 6016.1) shall be fully protected in relying upon, an Opinion of Counsel stating,:

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by the President (signing alone or with another officer), or by any two officers in accordance with its Chairman Bylaws. The President may execute a power of attorney and empower others to execute such Security on its behalf. The Guaranty on the Securities shall be endorsed on behalf of the BoardGuarantor by the President (signing alone or with another officer), or by any two officers in accordance with its Bylaws. The President or may execute a Vice President power of the Company (or any other officer of the Company designated in writing by or pursuant attorney and empower others to authority of the Board of Directors and delivered to the Trustee from time to time)endorse such Guaranty on its behalf. The signature of any of these officers on the Securities may be manual or facsimile. If the terms of the Securities of any series provide that any Guarantee by any Guarantor is to be endorsed on or otherwise attached to, or made part of, Securities of any series, and if the terms of such Securities provide for the execution of such Guarantee by such Guarantor (it being understood and agreed that the terms of Securities of any series may, but need not, provide for the execution of any Guarantee by any Guarantor), such Guarantee shall be executed on behalf of such Guarantor by the Chairman of the Board, President or a Vice President of such Guarantor (or any other officer of such Guarantor designated in writing by or pursuant to authority of the Guarantor’s Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on any Guarantee Guaranty may be manual or facsimile. Securities and any Guarantees by any Guarantor endorsed thereon bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or such Guarantor, as the case may be, shall bind the Company or such Guarantor, as the case may beCompany, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. Guaranties bearing the manual or facsimile endorsement of individuals who were at any time the proper officers of the Guarantor shall bind the Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of Securities bearing such endorsement or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company, together with, if Company and properly endorsed by the terms of such Securities provide for the endorsement thereon of any Guarantees by any Guarantor, such Guarantees endorsed hereon and, if such terms so provide, executed by such Guarantor, Guarantor to the Trustee for authentication, together with a Company Order and, if any Guarantee by a Guarantor is to be endorsed on such Securities, a Guarantor Order of such Guarantor, for the authentication and delivery of such Securities with any such Guarantees endorsed thereonSecurities, and the Trustee in accordance with the such Company Order shall authenticate and deliver such Securities with any such Guarantees endorsed thereonSecurities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions or the form or terms of any Guarantees thereof by any Guarantor have been established by or pursuant to one or more Guarantor’s Board Resolutions of such Guarantor as permitted by Sections 201 2.1 and 3013.1, in authenticating such Securities with any such Guarantees endorsed thereonSecurities, and accepting the additional responsibilities under this Indenture in relation to such Securities and such GuaranteesSecurities, the Trustee shall be entitled to receive, and (subject to Section 6016.1) shall be fully protected in relying upon, an Opinion of Counsel stating,

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its the Chairman of the Board, President the President, the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, the Treasurer or a any Vice President of the Company (or any other officer of the Company designated in writing by or pursuant to authority of the Board of Directors Company, and delivered to the Trustee from time to time)need not be attested. The signature signatures of any of these officers on the Securities may be manual or facsimile. If The interest coupons, if any, of Bearer Securities shall bear the terms facsimile signature of the Securities of any series provide that any Guarantee by any Guarantor is to be endorsed on or otherwise attached to, or made part of, Securities of any series, and if the terms of such Securities provide for the execution of such Guarantee by such Guarantor (it being understood and agreed that the terms of Securities of any series may, but need not, provide for the execution of any Guarantee by any Guarantor), such Guarantee shall be executed on behalf of such Guarantor by the Chairman of the Board, President the President, the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, the Treasurer or a any Vice President of such Guarantor (or any other officer of such Guarantor designated in writing by or pursuant to authority of the Guarantor’s Board of Directors Company, and delivered to the Trustee from time to time). The signature of any of these officers on any Guarantee may need not be manual or facsimileattested. Securities and any Guarantees by any Guarantor endorsed thereon interest coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers Officers of the Company or such Guarantor, as the case may be, shall bind the Company or such Guarantor, as the case may beCompany, notwithstanding that such individuals or any of them have ceased to hold such offices be Officers prior to the authentication and delivery of such Securities or did were not hold such offices Officers at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenturetime, the Company may deliver Securities Securities, together with any interest coupons appertaining thereto, of any series executed by the Company, together with, if Company and having endorsed (by attachment or imprint) thereon the terms of such Securities provide for Senior Subordinated Guarantees executed as provided in Section 15.6 by the endorsement thereon of any Guarantees by any Guarantor, such Guarantees endorsed hereon and, if such terms so provide, executed by such Guarantor, Guarantors to the Trustee for authentication, together with a Company Order and, if any Guarantee by a Guarantor is to be endorsed on such Securities, a Guarantor Order of such Guarantor, for the authentication and delivery of such Securities with any such Senior Subordinated Guarantees endorsed thereon, and the Trustee in accordance with the such Company Order shall authenticate and deliver such Securities with any such Senior Subordinated Guarantees endorsed thereonthereon to or upon the order of the Company (as set forth in such Company Order); provided, however, that, in the case of -------- ------- Securities of a series offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Company or its duly authorized agents, promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Company Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. If the form or terms of the Securities with the Senior Subordinated Guarantees endorsed thereon of the a series have been established by or pursuant to one or more Board Resolutions or the form or terms of any Guarantees thereof by any Guarantor have been established by or pursuant to one or more Guarantor’s Board Resolutions of such Guarantor indentures supplemental hereto as permitted by Sections 201 2.1 and 3013.1, in authenticating such Securities with any such the Senior Subordinated Guarantees endorsed thereon, thereon and accepting the additional responsibilities under this Indenture in relation to such Securities and such Guaranteeswith the Senior Subordinated Guarantees endorsed thereon, the Trustee shall be entitled to receive, and (subject to Section 601315(a) through (d) of the Trust Indenture Act) shall be fully protected in relying upon, an Opinion of Counsel stating,

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman an Officer of the BoardCompany. The Coupons, President or a Vice President if any, shall be executed on behalf of the Company (by an Officer of the Company, attested by its Secretary or any other officer Assistant Secretary or its Treasurer or one of the Company designated in writing by or pursuant to authority of the Board of Directors and delivered to the Trustee from time to time)its Assistant Treasurers. The signature of any of these officers on the Securities (and Coupons, if any) may be manual or facsimile. If the terms of the Securities of any series provide that any Guarantee by any Guarantor is to be endorsed on or otherwise attached to, or made part of, Securities of any series, and if the terms of such Securities provide for the execution of such Guarantee by such Guarantor (it being understood and agreed that the terms of Securities of any series may, but need not, provide for the execution of any Guarantee by any Guarantor), such Guarantee The Guarantee(s) shall be executed on behalf of such each Guarantor by the Chairman of the Board, President or a Vice President an Officer of such Guarantor (or any other officer of such Guarantor designated in writing by or pursuant to authority of the Guarantor’s Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers such Officer on any Guarantee the Guarantee(s) may be manual or facsimile. Securities (and any Coupons, if any) and Guarantees by any Guarantor endorsed thereon bearing the manual or facsimile signatures of individuals who were at any time the proper officers Officers of the Company or such Guarantor, as the case may be, Guarantor shall bind the Company or and such Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities (and Coupons, if any) and prior to the delivery of the Guarantees, as applicable, or did not hold such offices at the date of such SecuritiesSecurities (and Coupons, if any) or such Guarantees, as applicable. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities (with or without Coupons) of any series executed by the Company, together with, if the terms of such Securities provide for the endorsement thereon of any Guarantees by any Guarantor, such Guarantees endorsed hereon and, if such terms so provide, executed by such Guarantor, Company to the Trustee for authentication, together with a Company Order and, if any Guarantee by a Guarantor is to be endorsed on such Securities, a Guarantor Order of such Guarantor, for the authentication and delivery of such Securities with any such Guarantees endorsed thereonSecurities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities with any such Guarantees endorsed thereonSecurities. If the form or terms of the Securities of the series have been established by in or pursuant to one or more Board Resolutions or the form or terms of any Guarantees thereof by any Guarantor have been established by or pursuant to one or more Guarantor’s Board Resolutions of such Guarantor as permitted by Sections 201 Section 2.01 and 3013.01, in authenticating such Securities with any such Guarantees endorsed thereonSecurities, and accepting the additional responsibilities under this Indenture in relation to such Securities and such GuaranteesSecurities, the Trustee shall be entitled to receiveprovided with, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel statingstating that,

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf Upon the execution and delivery of the Company by its Chairman of the Boardthis Agreement, President or a Vice President of the Company (or and at any other officer of the Company designated in writing by or pursuant to authority of the Board of Directors time and delivered to the Trustee from time to time). The signature of time thereafter, the Corporation may deliver, subject to any of these officers limitation on the Securities may be manual aggregate principal amount of Debt Securities, if any, or facsimile. If the terms number of Warrants, Purchase Contracts or Prepaid Purchase Contracts Issued under the Indenture, if any, represented thereby, an unlimited number of Unit Certificates (including the Securities of any series provide that any Guarantee executed by any Guarantor is to be endorsed on or otherwise attached to, or made part of, Securities of any series, and if the terms of such Securities provide for Corporation constituting the execution of such Guarantee Units evidenced by such Guarantor (it being understood and agreed that the terms of Securities of any series may, but need not, provide for the execution of any Guarantee by any Guarantor), such Guarantee shall be executed on behalf of such Guarantor by the Chairman of the Board, President or a Vice President of such Guarantor (or any other officer of such Guarantor designated in writing by or pursuant to authority of the Guarantor’s Board of Directors and delivered Unit Certificates) to the Trustee from time to time). The signature of any of these officers on any Guarantee may be manual Trustee, Warrant Agent and/or the Agent for authentication, countersignature or facsimile. Securities and any Guarantees by any Guarantor endorsed thereon bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or such Guarantorexecution, as the case may be, shall bind of the Company Securities comprised by such Units, together with its Issuer Orders for authentication, countersignature or such Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date execution of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company, together with, if the terms of such Securities provide for the endorsement thereon of any Guarantees by any Guarantor, such Guarantees endorsed hereon and, if such terms so provide, executed by such Guarantor, to the Trustee for authentication, together with a Company Order and, if any Guarantee by a Guarantor is to be endorsed on such Securities, a Guarantor Order of such Guarantor, for the authentication and delivery of such Securities with any such Guarantees endorsed thereon, and the Trustee in accordance with the Company Indenture and the Issuer Order of the Corporation shall authenticate the Debt Securities and Prepaid Purchase Contracts Issued under the Indenture, if any, constituting a part of the Units evidenced by such Unit Certificates, the Warrant Agent in accordance with the Warrant Agreement and the Issuer Order of the Corporation shall countersign the Warrants, if any, constituting a part of the Units evidenced by such Unit Certificates and the Agent in accordance with this Agreement and the Issuer Order of the Corporation shall countersign and execute on behalf of the Holders thereof the Purchase Contracts, if any, constituting a part of the Units evidenced by such Unit Certificates, and each shall deliver such Unit Certificates upon the order of the Corporation. Any Debt Securities or Prepaid Purchase Contracts Issued under the Indenture constituting a part of the Units of any series shall be executed on behalf of the Corporation in accordance with any such Guarantees endorsed thereon. If the form or terms of the Securities Indenture. Any Warrants constituting a part of the Units of any series have been established by or pursuant to one or more Board Resolutions or shall be executed on behalf of the form or Corporation in accordance with the terms of any Guarantees thereof by any Guarantor have been established by or pursuant to one or more Guarantor’s Board Resolutions the Warrant Agreement. Any Purchase Contracts constituting a part of such Guarantor as permitted by Sections 201 and 301, in authenticating such Securities with any such Guarantees endorsed thereon, and accepting the additional responsibilities under this Indenture in relation to such Securities and such Guarantees, the Trustee Units shall be entitled to receive, and (subject to executed on behalf of the Corporation in accordance with Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating,3.01.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, President or a Vice President of the Company (or any other officer of the Company designated in writing by or pursuant to authority of the Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on the Securities may be manual or facsimile. If the terms of the Securities of any series provide that any Guarantee by any Guarantor is to be endorsed on or otherwise attached to, or made part of, Securities of any series, and if the terms of such Securities provide for the execution of such Guarantee by such Guarantor (it being understood and agreed that the terms of Securities of any series may, but need not, provide for the execution of any Guarantee by any Guarantor), such Guarantee shall be executed on behalf of such Guarantor by the Chairman of the Board, President or a Vice President of such Guarantor (or any other officer of such Guarantor designated in writing by or pursuant to authority of the Guarantor’s Board of Directors and delivered to the Trustee from time to time). The signature of any of these officers on any Guarantee may be manual or facsimile. Securities and any Guarantees by any Guarantor endorsed thereon bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or such Guarantor, as the case may be, shall bind the Company or such Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company, together with, if the terms of such Securities provide for the endorsement thereon of any Guarantees by any Guarantor, such Guarantees endorsed hereon and, if such terms so provide, executed by such Guarantor, to the Trustee for authentication, together with a Company Order and, if any Guarantee by a Guarantor is to be endorsed on such Securities, a Guarantor Order of such Guarantor, for the authentication and delivery of such Securities with any such Guarantees endorsed thereon, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities with any such Guarantees endorsed thereon. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions or the form or terms of any Guarantees thereof by any Guarantor have been established by or pursuant to one or more Guarantor’s Board Resolutions of such Guarantor as permitted by Sections 201 2.1 and 3013.1, in authenticating such Securities with any such Guarantees endorsed thereon, and accepting the additional responsibilities under this Indenture in relation to such Securities and such Guarantees, the Trustee shall be entitled to receive, and (subject to Section 6016.1) shall be fully protected in relying upon, an Opinion of Counsel stating,

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company Operating Partnership by its Chairman of the BoardChairman, President or one of the Vice Presidents and by the Treasurer, one of the Assistant Treasurers, the Controller, the Secretary or one of the Assistant Secretaries of the Guarantor, as the sole member of the sole general partner of the Operating Partnership, and may (but need not) have its corporate seal or a facsimile thereof reproduced thereon. Coupons shall be executed on behalf of the Operating Partnership by the Chairman, the President or any Vice President of the Company (or any other officer Guarantor, as the sole member of the Company designated in writing by or pursuant to authority sole general partner of the Board of Directors and delivered to the Trustee from time to time)Operating Partnership. The signature of any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile. If the terms of the Securities of any series provide that any Guarantee by any Guarantor is to be endorsed on or otherwise attached to, or made part of, Securities of any series, and if the terms of such Securities provide for the execution of such Guarantee by such Guarantor (it being understood and agreed that the terms of Securities of any series may, but need not, provide for the execution of any Guarantee by any Guarantor), such The Guarantee shall be executed on behalf of such the Guarantor by the Chairman any two of the Board, President or a Vice President of such Guarantor (or any other officer of such Guarantor designated in writing by or pursuant to authority of the Guarantor’s Board of Directors and delivered to the Trustee from time to time)its authorized signatories. The signature of any of these officers signatories on any the Guarantee may be manual or facsimile. Securities and any Guarantees by any Guarantor endorsed thereon Coupons appertaining thereto and the Guarantee bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company Operating Partnership or such the Guarantor, as applicable, shall, to the case may befullest extent permitted by law, shall bind the Company or such Operating Partnership and the Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such SecuritiesSecurities or Coupons or the Guarantee. At any time and from time to time after the execution and delivery of this Indenture, the Company Operating Partnership may deliver Securities of Securities, together with any series Coupons appertaining thereto, executed by the Company, together with, if the terms of such Securities provide for the endorsement thereon of any Guarantees by any Guarantor, such Guarantees endorsed hereon and, if such terms so provide, executed by such GuarantorOperating Partnership, to the Trustee for authentication, together with a Company Order authentication and, if any Guarantee by a Guarantor is provided that the Board Resolutions and Officers’ Certificate of the Operating Partnership or supplemental indenture or indentures with respect to be endorsed on such Securities, a Guarantor Securities referred to in Section 301 and an Operating Partnership Order of such Guarantor, for the authentication and delivery of such Securities with any such Guarantees endorsed thereonhave been delivered to the Trustee, and the Trustee in accordance with the Company Operating Partnership Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities with Securities. The delivery of any such Guarantees endorsed thereon. If Security by the form or terms Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Securities Guarantee on behalf of the series have been established by or pursuant to one or more Board Resolutions or the form or terms of any Guarantees thereof by any Guarantor have been established by or pursuant to one or more Guarantor’s Board Resolutions of such Guarantor as permitted by Sections 201 and 301, in . In authenticating such Securities with any such Guarantees endorsed thereonSecurities, and accepting the additional responsibilities under this Indenture in relation to such Securities and such Guaranteesany Coupons appertaining thereto, the Trustee shall be entitled to receive, and (subject to Section 601Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in conclusively relying upon, an Opinion of Counsel stating,to the following effect, which Opinion of Counsel may contain such assumptions, qualifications and limitations as such counsel and Trustee shall deem appropriate:

Execution, Authentication, Delivery and Dating. The Securities Debentures shall, subject to the provisions of Section 2.06, be printed on steel-engraved borders or fully or partially engraved, or legibly typed, as the proper officer of the Company may determine, and shall be executed on behalf of the Company by its Chairman of the BoardChairman, President or its President, a Vice President Chairman, any Vice President, its Treasurer or Assistant Treasurer, under its corporate seal reproduced thereon attested by its Corporate Secretary or one of the Company (or any other officer of the Company designated in writing by or pursuant to authority of the Board of Directors and delivered to the Trustee from time to time)its Assistant Corporate Secretaries. The signature of any of these officers on the Securities Debentures may be manual or facsimile. If the terms of the Securities of any series provide that any Guarantee by any Guarantor is to be endorsed on or otherwise attached to, or made part of, Securities of any series, and if the terms of such Securities provide for the execution of such Guarantee by such Guarantor (it being understood and agreed that the terms of Securities of any series may, but need not, provide for the execution of any Guarantee by any Guarantor), such Guarantee The Guarantees shall be executed on behalf of such the Guarantor by the Chairman of the Boardits Chairman, President or its President, a Vice President Chairman, any Vice President, its Treasurer or Assistant Treasurer, under its corporate seal reproduced thereon and attested by its Corporate Secretary or one of such Guarantor (or any other officer of such Guarantor designated in writing by or pursuant to authority of the Guarantor’s Board of Directors and delivered to the Trustee from time to time)its Assistant Corporate Secretaries. The signature of any of these officers on any Guarantee the Guarantees may be manual or facsimile. Securities The seal of the Company or the Guarantor, as the case may be, may be in the form of a facsimile thereof and any Guarantees by any Guarantor endorsed thereon may be impressed, affixed, imprinted or otherwise reproduced on the Debentures. Debentures bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or such Guarantor, as of the case may be, Guarantor shall bind the Company or such the Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities Debentures or did not hold such offices at the date of such SecuritiesDebentures. Minor typographical and other minor errors in the text of any Debenture or the Guarantee endorsed thereon or minor defects in the seal or facsimile signature on any Debenture or the Guarantee endorsed thereon shall not affect the validity or enforceability of such Debenture or such Guaranty if such Debenture has been duly authenticated and delivered by the Trustee. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities Debentures of any series executed by the Company, together with, if the terms of such Securities provide for the endorsement Company and having endorsed thereon of any Guarantees by any Guarantor, such Guarantees endorsed hereon and, if such terms so provide, executed by such Guarantor, the Guarantor to the Trustee for authentication, together with a Company Order and, if any Guarantee by a Guarantor is to be endorsed on such Securities, a Guarantor Order of such Guarantor, the Company for the authentication and delivery of such Securities with any such Guarantees endorsed thereonDebentures, and the Trustee in accordance with the such Company Order shall authenticate and deliver such Securities with any such Guarantees endorsed thereonDebentures. If the form or terms of the Securities Debentures of the series or the form of Guarantees endorsed thereon have been established by in or pursuant to one or more Board Resolutions or the form or terms of any Guarantees thereof by any Guarantor have been established by or pursuant to one or more Guarantor’s Board Resolutions of such Guarantor as permitted by Sections 201 2.01 and 3012.02, in authenticating such Securities with any such Guarantees endorsed thereonDebentures, and accepting the additional responsibilities under this Indenture in relation to such Securities and such Guarantees, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating,in

Execution, Authentication, Delivery and Dating. (a) The Securities shall be executed on behalf of the Company Applicable Issuer by one of its Authorized Officers or such other officer or agent to which the authority to execute such Securities is delegated by the Applicable Issuer's Board of Directors, and by its Chairman Secretary or one of the Board, President or a Vice President of the Company (or any other officer of the Company designated in writing by or pursuant to authority of the Board of Directors and delivered to the Trustee from time to time)its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. If the terms of the Securities of any series provide that any Guarantee by any Guarantor is to be Guarantees endorsed on or otherwise attached to, or made part of, Guaranteed Securities of any series, and if the terms of such Securities provide for the execution of such Guarantee by such Guarantor (it being understood and agreed that the terms of Securities of any series may, but need not, provide for the execution of any Guarantee by any Guarantor), such Guarantee shall be executed on behalf of such the Guarantor by the Chairman one of its Authorized Officers or such other officer or agent of the Board, President or a Vice President of Guarantor to whom the authority to execute such Guarantor (or any other officer of such Guarantor designated in writing Guarantees is delegated by or pursuant to authority of the Guarantor’s 's Board of Directors and delivered to the Trustee from time to time)Directors. The signature signatures of any or all of these officers or agents on any Guarantee the Securities or the Guarantees may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers or authorized agents of the Applicable Issuer shall bind such Issuer, notwithstanding that one or more of those individuals have ceased to hold a proper office prior to the authentication and any delivery of such Securities or did not hold such offices or, in the case of an agent, continue to have proper authority at the date of such Securities. Guarantees by any Guarantor endorsed thereon bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or such Guarantor, as the case may be, Guarantor shall bind the Company or such Guarantor, as the case may be, notwithstanding that such one or more of those individuals or any of them have ceased to hold such offices a proper office or, in the case of an agent, continue to have proper authority, prior to the authentication and delivery of such the Guaranteed Securities on which the Guarantee was endorsed or did not hold such offices or, in the case of an agent, did not have proper authority at the date of such Guaranteed Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company, together with, if the terms of such Securities provide for the endorsement thereon of any Guarantees by any Guarantor, such Guarantees endorsed hereon and, if such terms so provide, executed by such Guarantor, to the Trustee for authentication, together with a Company Order and, if any Guarantee by a Guarantor is to be endorsed on such Securities, a Guarantor Order of such Guarantor, for the authentication and delivery of such Securities with any such Guarantees endorsed thereon, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities with any such Guarantees endorsed thereon. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions or the form or terms of any Guarantees thereof by any Guarantor have been established by or pursuant to one or more Guarantor’s Board Resolutions of such Guarantor as permitted by Sections 201 and 301, in authenticating such Securities with any such Guarantees endorsed thereon, and accepting the additional responsibilities under this Indenture in relation to such Securities and such Guarantees, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating,.