Common use of Execution of Securities Clause in Contracts

Execution of Securities. The Securities shall be signed on behalf of the Company by two Officers thereof. Such signatures upon the Securities may be the manual or facsimile signatures of the present or any future such Officers and may be imprinted or otherwise reproduced on the Securities. The seal of the Company, if any, is not required to appear on the Securities, but if it does so appear it may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, manually signed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder. In case any Officer of the Company who shall have signed any of the Securities shall cease to be such Officer before the Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities had not ceased to be such Officer of the Company; and any Security may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Security, shall be the proper Officers of the Company, although at the date of such Security or of the execution of this Indenture any such Person was not such Officer.

Execution of Securities. The Securities shall be signed on behalf of the Company by two Officers thereofthe Chairman of its Board of Directors or its president or any vice president or its treasurer or any assistant treasurer, under its corporate seal which may, but need not, be attested. Such signatures upon the Securities may be the manual or facsimile signatures of the present or any future such Officers and may be imprinted or otherwise reproduced on the Securitiesofficers. The seal of the Company, if any, is not required to appear on the Securities, but if it does so appear it Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Only Typographical and other minor errors or defects in any such Securities as reproduction of the seal or any such signature shall bear thereon a certificate not affect the validity or enforceability of authentication substantially in the form hereinbefore recited, manually signed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderby the Trustee. Any Coupons attached to any Unregistered Security shall be executed on behalf of the Company by the manual or facsimile signature of any such officer of the Company. In case any Officer officer of the Company who shall have signed any of the Securities or Coupons shall cease to be such Officer officer before the Securities Security or Coupon so signed shall have been be authenticated and delivered by the Trustee, Trustee or disposed of by the Company, such Securities Security or Coupon nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities Security or Coupon had not ceased to be such Officer officer of the Company; and any Security or Coupon may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such SecuritySecurity or Coupon, shall be the proper Officers officers of the Company, although at the date of such Security or of the execution and delivery of this Indenture any such Person person was not such Officeran officer.

Execution of Securities. The Securities shall be signed on behalf executed manually or in facsimile, by any two of the Chairman of the Board, Chief Executive Officer, the President, any Vice President, the Treasurer, the Secretary, or the Chief Financial Officer of the Company by two Officers thereof. Such signatures upon the Securities under its corporate seal, which may be the manual affixed thereto or facsimile signatures of the present or any future such Officers and may be imprinted printed, engraved or otherwise reproduced on the Securities. The seal of the Companythereon, if any, is not required to appear on the Securities, but if it does so appear it may be in the form of a by facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securitiesotherwise. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recitedrecited herein, manually signed executed by the TrusteeTrustee manually by an authorized officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by of authentication of the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the Holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any Officer officer of the Company who shall have signed any of the Securities (manually or in facsimile) shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities had not ceased to be such Officer officer of the Company; and . Also, any Security may be signed on behalf of the Company by such Persons as, at as on the actual date of the execution of such Security, Security shall be the proper Officers officers of the Company, although at the date of such Security or of the execution of this Indenture or on the nominal date of such Security any such Person was not such Officerofficer.

Execution of Securities. The Securities shall be signed on behalf of the Company by two Officers thereofboth (a) its chairman or its president or any vice president and (b) its treasurer or any assistant treasurer or its secretary or any assistant secretary, which may, but need not, be attested. Such signatures upon the Securities may be the manual or facsimile signatures of the present or any future such Officers and may be imprinted or otherwise reproduced on the Securitiesofficers. The seal of the Company, if any, is not required to appear on the Securities, but if it does so appear it Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Only Typographical and other minor errors or defects in any such Securities as reproduction of the seal or any such signature shall bear thereon a certificate not affect the validity or enforceability of authentication substantially in the form hereinbefore recited, manually signed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderby the Trustee. Any Coupons attached to any Unregistered Security shall be executed on behalf of the Company by the manual or facsimile signature of any such officer of the Company. In case any Officer officer of the Company who shall have signed any of the Securities or Coupons shall cease to be such Officer officer before the Securities Security or Coupon so signed shall have been be authenticated (in the case of the Securities) and delivered by the Trustee, Trustee or disposed of by the Company, such Securities Security or Coupon nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities Security or Coupon had not ceased to be such Officer officer of the Company; and any Security or Coupon may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such SecuritySecurity or Coupon, shall be the proper Officers officers of the Company, although at the date of such Security or of the execution and delivery of this Indenture any such Person person was not such Officeran officer.

Execution of Securities. The Securities shall be signed on behalf of the Company by two Officers thereof. Such signatures upon the Securities may be the manual or facsimile signatures of the present or any future such Officers and may be imprinted or otherwise reproduced on the Securities. The seal of the Companyeach Coupon appertaining thereto, if any, is not required to appear on shall be executed manually or in facsimile, by any two of the SecuritiesChairman of the Board, but if it does so appear it Chief Executive Officer, the President, any Vice President, the Secretary, any Assistant Secretary, the Chief Financial officer, the Treasurer or any Assistant Treasurer of the Company under its corporate seal (except in the case of Coupons), which may be in the form of a facsimile thereof and may be impressedaffixed thereto or printed, affixed, imprinted engraved or otherwise reproduced on the Securitiesthereon, by facsimile or otherwise. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form hereinbefore recitedrecited herein, manually signed executed by the TrusteeTrustee manually by an authorized officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by of authentication of the Trustee upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunderhereunder and that the Holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any Officer officer of the Company who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such Officer officer before the Securities or Coupons so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities or Coupons had not ceased to be such Officer officer of the Company; and . Also, any Security or Coupon may be signed on behalf of the Company by such Persons as, at as on the actual date of the execution of such Security, Security or Coupon shall be the proper Officers officers of the Company, although at the date of such Security or of the execution of this Indenture or on the nominal date of such Security any such Person was not such Officerofficer.

Execution of Securities. The Securities shall be signed on behalf executed manually or in facsimile, by an officer and the Secretary or an Assistant Secretary of the Company by two Officers thereof. Such signatures upon the Securities under its corporate seal, which may be the manual affixed thereto or facsimile signatures of the present or any future such Officers and may be imprinted printed, engraved or otherwise reproduced on the Securities. The seal of the Companythereon, if any, is not required to appear on the Securities, but if it does so appear it may be in the form of a by facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securitiesotherwise. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recitedrecited herein, manually signed executed by the TrusteeTrustee manually by an authorized officer, shall be entitled to the benefits of this Indenture or of the Guarantee or be valid or obligatory for any purpose. Such certificate by of authentication of the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the Holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any Officer officer of the Company who shall have signed any of the Securities (manually or in facsimile), shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the CompanyCompany or the Guarantor, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities had not ceased to be such Officer officer of the Company; and . Also, any Security may be signed on behalf of the Company by such Persons as, at as on the actual date of the execution of such Security, Security shall be the proper Officers officers of the Company, although at the date of such Security or of the execution of this Indenture any such Person was not such Officerofficer.

Execution of Securities. The Securities and, if applicable, each Coupon appertaining thereto shall be signed on behalf of the Company Issuer by two Officers thereofany officer of the Issuer duly authorized by the Board to execute Securities or, if applicable, Coupons, which Securities or Coupons may, but need not, be attested. Such signatures upon the Securities may be the manual or facsimile signatures of the present or any future such Officers and may be imprinted officers. Minor errors or otherwise reproduced on defects in any such reproduction of any such signature shall not affect the Securities. The seal validity or enforceability of the Company, if any, is not required to appear on the Securities, but if it does so appear it may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, manually signed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderby the Trustee. In case any Officer officer of the Company Issuer who shall have signed any of the Securities or Coupons, if any, pursuant to his or her authorization to do so, shall cease to be such Officer officer, or such authorization shall be withdrawn, before the Securities Security or Coupon so signed (or the Security to which the Coupon so signed appertains) shall have been be authenticated and delivered by the Trustee, Trustee or disposed of by the CompanyIssuer, such Securities Security or Coupon nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities Security or Coupon had not ceased to be such Officer of officer or the Companyauthorization to sign such Security or Coupon had not been withdrawn; and any Security or Coupon may be signed on behalf of the Company Issuer by such Persons any two persons as, at the actual date of the execution of such SecuritySecurity or Coupon, shall be the proper Officers of the Companyauthorized to do so, although at the date of such Security or of the execution and delivery of this Indenture any such Person person was not such Officerso authorized.

Execution of Securities. The Securities shall be signed in facsimile in the name and on behalf of the Company Corporation by two Officers thereof. Such signatures upon the Securities Chairman of the Board, Chief Executive Officer, Vice Chairman, President or any Vice President of the Corporation, under its corporate seal (which may be the manual or facsimile signatures of the present or any future such Officers and may be imprinted printed, engraved or otherwise reproduced on the Securities. The seal of the Companythereon, if anyby facsimile or otherwise), is not required to appear on the Securities, but if it does so appear it may be in the form of a facsimile thereof and may be impressed, affixed, imprinted attested by its Secretary or otherwise reproduced on the Securitiesan Assistant Secretary. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recitedset forth in Section 2.02, manually signed executed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company Corporation shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the holder is entitled to the benefits of this Indenture. In case any Officer officer of the Company Corporation who shall have signed any of the Securities Securities, shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the CompanyCorporation, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities had not ceased to be such Officer officer of the CompanyCorporation; and any Security may be signed on behalf of the Company Corporation by such Persons persons as, at the actual date of the execution of such Security, Security shall be the proper Officers officers of the CompanyCorporation, although at the date of such Security or of the execution of this Indenture any such Person person was not such Officeran officer.

Execution of Securities. The Securities shall be signed in the name and on behalf of the Company by two Officers thereof. Such signatures upon the Securities may be the manual or facsimile signatures of its Chairman of the present Board, any one of its Vice Chairmen, its President or any future such Officers and one of its Vice Presidents, under its corporate seal (which may be imprinted printed, engraved or otherwise reproduced on the Securities. The seal thereon, by facsimile or otherwise) and attested to by its Secretary or any one of the Companyits Assistant Secretaries, if any, is not required to appear on the Securities, but if it does so appear it whose signatures may be in the form of a facsimile thereof and may be impressed, affixed, imprinted manual or otherwise reproduced on the Securitiesfacsimile. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, manually signed executed by or on behalf of the TrusteeTrustee by manual signature, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by or on behalf of the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the Holder is entitled to the benefits of this Indenture. In case any Officer officer of the Company who shall have signed any of the Securities shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by or on behalf of the Trustee, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities had not ceased to be such Officer officer of the Company; and any Security may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such Security, shall be the proper Officers officers of the Company, although at the date of such Security or of the execution of this Indenture any such Person person was not such Officeran officer.

Execution of Securities. The Securities shall be signed in the name and on behalf of the Company by two Officers thereofthe facsimile signature of its Chairman of the Board or its President and imprinted with a facsimile of its corporate seal and attested by the facsimile signature of its Secretary or an Assistant Secretary. Such signatures Each such signature upon the Securities may be in the manual or form of a facsimile signatures signature of the present or any future such Officers officer and may be imprinted or otherwise reproduced on the Securities. The seal of the Company, if any, is not required to appear on the Securities, but if it does so appear it may be in the form of a facsimile thereof Securities and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, manually signed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by that purpose the Company shall be conclusive evidence that may adopt and use the Security so authenticated facsimile signature of any person who has been duly authenticated or is such officer, and delivered hereunder. In in case any Officer such officer of the Company who shall have signed signing any of the Securities shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities person had not ceased to be such Officer officer of the Company; and any Security may be signed on behalf . Only such Securities as shall bear thereon a certificate of authentication substantially in the Company form hereinbefore recited, executed by such Persons as, at the actual date of Trustee or the execution of such SecurityAuthenticating Agent, shall be entitled to the proper Officers of the Company, although at the date of such Security or of the execution benefits of this Indenture or be valid or obligatory for any such Person was not such Officerpurpose. Such certificate by the Trustee or the Authenticating Agent upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture.

Execution of Securities. The Securities shall be signed on behalf of the Company Company, manually or in facsimile, by two Officers thereof. Such signatures upon its Chairman of the Securities Board, President, any Vice President, Treasurer or under its corporate seal, which may be the manual affixed thereto or facsimile signatures of the present or any future such Officers and may be imprinted printed, engraved or otherwise reproduced on thereon, by facsimile or otherwise and attested by its Corporate Secretary or one of its Assistant Corporate Secretaries of the Securities. The seal Corporate Secretaries of the Company, if any, is not required to appear on the Securities, but if it does so appear it may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recitedrecited herein, executed by or on behalf of the Trustee manually signed by the Trusteean authorized officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any Officer officer of the Company who shall have signed any of the Securities Securities, manually or in facsimile, shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities had not ceased to be such Officer officer of the Company; and any Security may be signed on behalf of the Company Company, manually or in facsimile, by such Persons persons as, at the actual date of the execution of such Security, shall be the proper Officers officers of the Company, although at the date of such Security or of the execution of this Indenture any such Person person was not such Officerofficer.

Execution of Securities. The Each Security shall be signed in the name and on behalf of the Issuer manually or by the President or any Vice President of its general partner attested by the manual or facsimile signature of the Secretary or an Assistant Secretary of its general partner, prior to the authentication of the Security, and the delivery of such Security by the Trustee upon an Issuer Order, after the authentication thereof hereunder, shall constitute due delivery of such Security on behalf of the Issuer. In case any officer of the general partner of the Issuer who shall have signed, or whose facsimile signature appears on any of the Securities, shall cease to be such officer before the Securities shall have been authenticated and delivered by the Trustee or disposed of, such Security nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Security had not ceased to be such officer. Any Security may be signed on behalf of the Company Issuer by two Officers thereof. Such signatures upon such officer as at the Securities may actual date of the execution of such Security shall be the manual or facsimile signatures proper officer of the present or any future such Officers and may be imprinted or otherwise reproduced on Issuer, although at the Securities. The seal date of the Company, if any, is execution of this Indenture any such Person was not required to appear on the Securities, but if it does so appear it may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securitiessuch an officer. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore herein recited, manually signed executed by the TrusteeTrustee by manual signature of one of its authorized officers, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company Issuer shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder. In case any Officer of hereunder and that the Company who shall have signed any of Holder is entitled to the Securities shall cease to be such Officer before the Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities had not ceased to be such Officer of the Company; and any Security may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Security, shall be the proper Officers of the Company, although at the date of such Security or of the execution benefits of this Indenture any such Person was not such OfficerIndenture.

Execution of Securities. The Securities shall be signed in the name of and on behalf of the Company by two Officers thereofboth (a) its chairman, vice chairman, president, any vice president, chief executive officer or chief financial officer and (b) its chief financial officer, chief operating officer, treasurer, any assistant treasurer, its secretary or any assistant secretary, under its corporate seal which may, but need not, be attested. Such signatures upon the Securities may be the manual or facsimile signatures of the present or any future such Officers and may be imprinted or otherwise reproduced on the Securitiesofficers. The seal of the Company, if any, is not required to appear on the Securities, but if it does so appear it Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on thereon. Typographical and other minor errors or defects in any such reproduction of the Securities. Only seal or any such Securities as signature shall bear thereon a certificate not affect the validity or enforceability of authentication substantially in the form hereinbefore recited, manually signed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderby the Trustee. In case any Officer officer of the Company who shall have signed any of the Securities shall cease to be such Officer officer before the Securities Security so signed shall have been be authenticated and delivered by or on behalf of the Trustee, Trustee or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities had not ceased to be such Officer officer of the Company; and any Security may be signed on behalf of the Company by such Persons as, at the actual date of the original execution of such Security, shall be the proper Officers officers of the Company, although at the date of such Security or of the original execution and delivery of this Indenture Indenture, or at the date of such Security, any such Person was not such Officeran officer. Reference is made to ARTICLE 16 hereof concerning the execution and delivery of the Guarantee.

Execution of Securities. The Securities shall be signed on behalf of the Company, manually or in facsimile, by its Chairman of the Board or any Vice Chairman of the Board, or its President or any Vice Chairman or any Executive Vice President, the Chief Operating Officer or the Chief Financial Officer of the Company and by two Officers thereof. Such signatures upon its Treasurer or an Assistant Treasurer, the Securities Controller or its Secretary or an Assistant Secretary under its corporate seal, which may be the manual affixed thereto or facsimile signatures of the present or any future such Officers and may be imprinted printed, engraved or otherwise reproduced on the Securities. The seal of the Companythereon, if any, is not required to appear on the Securities, but if it does so appear it may be in the form of a by facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securitiesotherwise. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recitedrecited herein, executed by or on behalf of the Trustee manually signed by the Trusteean authorized officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any Officer officer of the Company who shall have signed any of the Securities Securities, manually or in facsimile, shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities had not ceased to be such Officer officer of the Company; and any Security may be signed on behalf of the Company Company, manually or in facsimile, by such Persons persons as, at the actual date of the execution of such Security, shall be the proper Officers officers of the Company, although at the date of such Security or of the execution of this Indenture any such Person person was not such Officerofficer.

Execution of Securities. The Securities shall be signed in the name and on behalf of the Company by two Officers thereof. Such signatures upon the Securities may be the manual or facsimile signatures signature of its President, its Chairman of the present Board, its Chief Financial Officer, its Treasurer or any future such Officers and may be imprinted Assistant Treasurer, or otherwise reproduced on the Securities. The seal of the Company, if any, is not required to appear on the Securities, but if it does so appear it may be in the form of a facsimile thereof and may be impressed, affixed, imprinted its Secretary or otherwise reproduced on the SecuritiesAssistant Secretary. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore herein recited, manually signed executed by the TrusteeTrustee by the manual signature of an authorized officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the holder is entitled to the benefits of this Indenture. In case any Officer officer of the Company who shall have signed any of the Securities shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities had not ceased to be such Officer officer of the Company; and any Security may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such Security, shall be the proper Officers officers of the Company, although at the date of such Security or of the execution of this Indenture any such Person person was not such Officeran officer.

Execution of Securities. The Securities shall be signed on behalf of the Company each Issuer by two Officers an Officer thereof. Such signatures upon the Securities may be the manual or facsimile signatures of the present or any future such Officers and may be imprinted or otherwise reproduced on the Securities. The seal of the Companyeach Issuer, if any, is not required to appear on the Securities, but if it does so appear it may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, manually signed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company each Issuer shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder. In case any Officer of the Company either Issuer who shall have signed any of the Securities shall cease to be such Officer before the Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the CompanyIssuers, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities had not ceased to be such Officer of the Companysuch Issuer; and any Security may be signed on behalf of the Company each Issuer by such Persons Person as, at the actual date of the execution of such Security, shall be the proper Officers Officer of the Companysuch Issuer, although at the date of such Security or of the execution of this Indenture any such Person was not such Officer.

Execution of Securities. The Securities shall be signed in the name and on behalf of the Company by, and the Guarantees endorsed thereon shall be signed on behalf of the Company by two Officers thereof. Such signatures upon Guarantor by, the Securities may be the manual or facsimile signatures signature of its Chairman of the present Board of Directors, President, one of its Managing Directors or any future such Officers one of its Vice Presidents and may by the facsimile signature of its Treasurer or one of its Assistant Treasurers, by facsimile or otherwise, and which need not be imprinted or otherwise reproduced on the Securities. The seal of the Company, if any, is not required to appear on the Securities, but if it does so appear it may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securitiesattested. Only such Securities as shall bear thereon a certificate Certificate of authentication Authentication substantially in the form hereinbefore recited, manually signed executed by the TrusteeTrustee or the Authenticating Agent, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent upon any Security executed by the Company and the Guarantor shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the holder is entitled to the benefits of this Indenture. In case any Officer officer of the Company or the Guarantor who shall have signed any of the Securities shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by the TrusteeTrustee or the Authenticating Agent, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities had not ceased to be such Officer officer of the CompanyCompany or the Guarantor, as the case may be; and any Security may be signed on behalf of the Company or the Guarantor by such Persons as, at the actual date of the execution of such Security, shall be the proper Officers officers of the CompanyCompany or the Guarantor, as the case may be, although at the date of such Security or of the execution of this Indenture any such Person person was not such Officeran officer.

Execution of Securities. The Securities shall be signed in the name and on behalf of the Company by two Officers thereof. Such signatures upon the Securities may be the manual or facsimile signatures signature of its Chairman of the present Board of Directors (if an executive officer), its Chief Executive Officer, President, one of its Executive Vice Presidents or any future such Officers one of its Vice Presidents and may by the manual or facsimile signature of its Chief Financial Officer Treasurer, one of its Assistant Treasurers, Secretary or one of its Assistant Secretaries, by facsimile or otherwise, and which need not be imprinted or otherwise reproduced on the Securities. The seal of the Company, if any, is not required to appear on the Securities, but if it does so appear it may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securitiesattested. Only such Securities as shall bear thereon a certificate Certificate of authentication Authentication substantially in the form hereinbefore herein before recited, manually signed executed by the TrusteeTrustee or the Authenticating Agent, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the Holder is entitled to the benefits of this Indenture. In case any Officer officer of the Company who shall have signed any of the Securities shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by the TrusteeTrustee or the Authenticating Agent, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities had not ceased to be such Officer officer of the Company; and any Security may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such Security, shall be the proper Officers officers of the Company, although at the date of such Security or of the execution of this Indenture any such Person person was not such Officeran officer.

Execution of Securities. The Securities shall be signed in the name and on behalf of the Company by two Officers thereof. Such signatures upon the Securities may be the manual or facsimile signatures signature of its Chief Executive Officer, President or one of its Vice-Presidents and, at the present or any future such Officers and may be imprinted or otherwise reproduced on the Securities. The seal option of the Company, if any, is not required to appear on the Securities, but if it does so appear it may be in attested by the form manual or facsimile signature of a facsimile thereof and its Secretary or one of its Assistant Secretaries, under its corporate seal which may be impressedaffixed thereto or printed, affixed, imprinted engraved or otherwise reproduced on the Securitiesthereon, by facsimile or otherwise, and which need not be attested. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, manually signed executed by the TrusteeTrustee or the Authenticating Agent, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the holder is entitled to the benefits of this Indenture. In case any Officer officer of the Company who shall have signed any of the Securities shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by the TrusteeTrustee or the Authenticating Agent, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities had not ceased to be such Officer officer of the Company; and any Security may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such Security, shall be the proper Officers officers of the Company, although at the date of such Security or of the execution of this Indenture any such Person person was not such Officeran officer.

Execution of Securities. The Securities shall be signed in the name and on behalf of the Company by two Officers thereof. Such signatures upon the Securities may be the manual or facsimile signatures signature of its Chairman of the present Board, Vice Chairman of the Board, Chief Executive Officer, President or any future such Officers Vice President (whether or not designated by a number or numbers or word or words added before or after the title "VICE PRESIDENT") and attested by the manual or facsimile signature of its Secretary or any of its Assistant Secretaries or its Treasurer or any of its Assistant Treasurers (which may be imprinted printed engraved or otherwise reproduced on the Securities. The seal of the Companythereon, if any, is not required to appear on the Securities, but if it does so appear it may be in the form of a by facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securitiesotherwise) . Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recitedset forth on the form of Security attached as Exhibit A hereto, manually signed executed by the TrusteeTrustee (or an authenticating agent appointed by the Trustee as provided by Section 13.11), shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or such an authenticating agent) upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the Securityholder is entitled to the benefits of this Indenture. In case any Officer officer of the Company who shall have signed any of the Securities shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities had not ceased to be such Officer officer of the Company; , and any Security may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such Security, shall be the proper Officers officers of the Company, although at the date of such Security or of the execution of this Indenture any such Person person was not such Officeran officer.

Execution of Securities. The Securities shall be signed in the name and on behalf of the Company by two Officers thereof. Such signatures upon the Securities may be the manual or facsimile signatures of two Officers of the present or any future such Officers and Company (which may be imprinted printed, engraved or otherwise reproduced on the Securities. The seal of the Companythereon, if any, is not required to appear on the Securities, but if it does so appear it may be in the form of a by facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securitiesotherwise). Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, manually signed executed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the Holder is entitled to the benefits of this Indenture. In case any Officer of the Company who shall have signed any of the Securities shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities had not ceased to be such Officer officer of the Company; and any Security may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such Security, shall be the proper Officers officers of the Company, although at the date of such Security or of the execution of this Indenture any such Person person was not such Officeran officer.

Execution of Securities. The Securities Securities, and any coupons appertaining thereto, shall be signed in the name and on behalf of the Company manually or by two Officers thereof. Such signatures upon the Securities facsimile by its President and Chief Executive Officer or its Senior Vice President and Chief Financial Officer and by its Vice President and Treasurer, its Secretary or one of its Assistant Secretaries, under its corporate seal (which may be the manual or facsimile signatures of the present or any future such Officers and may be imprinted printed, engraved or otherwise reproduced on the Securities. The seal of the Companythereon, if any, is not required to appear on the Securities, but if it does so appear it may be in the form of a by facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securitiesotherwise). Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, executed manually signed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the Holder is entitled to the benefits of this Indenture. In case any Officer officer of the Company who shall have signed any of the Securities shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities had not ceased to be such Officer officer of the Company; and any Security or coupon may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such SecuritySecurities or coupons, shall be the proper Officers officers of the Company, although at the date of such Security or of the execution of this Indenture any such Person person was not such Officeran officer.

Execution of Securities. The Securities shall be signed on ----------------------- behalf of the Company by two Officers thereof. Such signatures upon the Securities may be the manual or facsimile signatures of the present or any future such Officers and may be imprinted or otherwise reproduced on the Securities. The seal of the Company, if anymanually or in facsimile, is by its Chairman of the Board, or its Chief Executive Officer, or its President, or any Vice Chairman, or any Vice President of the Company (whether or not required to appear on designated by a number or a word or words added before or after the Securitiestitle Vice President), but if it does so appear it and by its Treasurer or an Assistant Treasurer or its Controller or its Secretary or an Assistant Secretary under its corporate seal, which may be in the form of a facsimile thereof and may be impressedaffixed thereto or printed, affixed, imprinted engraved or otherwise reproduced on the Securitiesthereon, by facsimile or otherwise. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recitedrecited herein, executed by or on behalf of the Trustee manually signed by the Trusteean authorized signatory, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any Officer officer of the Company who shall have signed any of the Securities Securities, manually or in facsimile, shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities had not ceased to be such Officer officer of the Company; and any Security may be signed on behalf of the Company Company, manually or in facsimile, by such Persons persons as, at the actual date of the execution of such Security, shall be the proper Officers officers of the Company, although at the date of such Security or of the execution of this Indenture any such Person person was not such Officerofficer.

Execution of Securities. The Securities shall be signed in the name and on behalf of the Company by, and the Guarantees endorsed thereon shall be signed on behalf of the Company Guarantor by, the facsimile signature of its Chairman of the Board of Directors, President, one of its Managing Directors or one of its Vice-Presidents and by two Officers thereof. Such signatures upon the Securities facsimile signature of its Treasurer or one of its Assistant Treasurers, under its corporate seal which may be the manual affixed thereto or facsimile signatures of the present or any future such Officers and may be imprinted printed, engraved or otherwise reproduced on the Securities. The seal of the Companythereon, if anyby facsimile or otherwise, is and which need not required to appear on the Securities, but if it does so appear it may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securitiesattested. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, manually signed executed by the TrusteeTrustee or the Authenticating Agent, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent upon any Security executed by the Company and the Guarantor shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the holder is entitled to the benefits of this Indenture. In case any Officer officer of the Company or the Guarantor who shall have signed any of the Securities shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by the TrusteeTrustee or the Authenticating Agent, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities had not ceased to be such Officer officer of the CompanyCompany or the Guarantor, as the case may be; and any Security may be signed on behalf of the Company or the Guarantor by such Persons as, at the actual date of the execution of such Security, shall be the proper Officers officers of the CompanyCompany or the Guarantor, as the case may be, although at the date of such Security or of the execution of this Indenture any such Person person was not such Officeran officer.

Execution of Securities. The Securities shall be signed in the name and on behalf of the Company by two Officers thereof. Such signatures upon the Securities may be the manual or facsimile signatures signature of the present its Chief Executive Officer, President or any future such Officers one of its Vice-Presidents and may be imprinted attested by the manual or facsimile signature of its Secretary or one of its Assistant Secretaries, under its corporate seal which may be affixed thereto or printed, engraved or otherwise reproduced on the Securities. The seal of the Companythereon, if anyby facsimile or otherwise, is and which need not required to appear on the Securities, but if it does so appear it may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securitiesattested. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, manually signed executed by the TrusteeTrustee or the Authenticating Agent, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the holder is entitled to the benefits of this Indenture. In case any Officer officer of the Company who shall have signed any of the Securities shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by the TrusteeTrustee or the Authenticating Agent, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities had not ceased to be such Officer officer of the Company; and any Security may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such Security, shall be the proper Officers officers of the Company, although at the date of such Security or of the execution of this Indenture any such Person person was not such Officeran officer.

Execution of Securities. The Securities shall be signed in the name and on behalf of the Company by two Officers thereof. Such signatures upon the Securities may be the manual or facsimile signatures signature of its Chairman of the present Board of Directors, its President or any future such Officers one of its Vice Presidents and by its Secretary or an Assistant Secretary and may be imprinted or otherwise reproduced on have the Securities. The corporate seal of the Company, if any, is not required to appear on the Securities, but if it does so appear it may be in the form of a facsimile thereof and may be impressed, affixed, imprinted Company affixed thereto or otherwise reproduced on the Securities. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, manually signed attested by the Trustee, Secretary or Assistant Secretary of the Company. The Securities shall then be entitled delivered to the benefits of this Indenture Trustee or be valid or obligatory the Authenticating Agent for any purpose. Such certificate authentication by it, and thereupon, as provided herein, the Trustee upon any Security executed by or the Company Authenticating Agent shall be conclusive evidence that the Security so authenticated has been duly authenticated authenticate and delivered hereunderdeliver such Securities. In case any Officer officer of the Company who shall have signed any of the Securities shall cease to be such Officer officer of the Company before the Securities so signed shall have been actually authenticated and delivered by the Trustee, Trustee or disposed of by the CompanyAuthenticating Agent, such Securities may nevertheless may be issued, authenticated and delivered or disposed of as though the Person person who signed such Securities had not ceased to be such Officer officer of the Company; and also any Security of the Securities may be signed on behalf of the Company by such Persons as, any person who at the actual date time of the execution of such Security, Securities shall be the proper Officers officer of the Company, although even though at the date of such Security or of the execution of this Indenture any such Person was person may not have been such Officerofficer of the Company.

Execution of Securities. The Securities shall be signed on behalf of the Company, manually or in facsimile, by its Chairman of the Board, or its Chief Executive Officer, or its President, or any Vice Chairman, or any Vice President of the Company (whether or not designated by two Officers thereof. Such signatures upon a number or a word or words added before or after the Securities title Vice President), and by its Treasurer or an Assistant Treasurer or its Controller or its Secretary or an Assistant Secretary under its corporate seal, which may be the manual affixed thereto or facsimile signatures of the present or any future such Officers and may be imprinted printed, engraved or otherwise reproduced on the Securities. The seal of the Companythereon, if any, is not required to appear on the Securities, but if it does so appear it may be in the form of a by facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securitiesotherwise. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recitedrecited herein, executed by or on behalf of the Trustee manually signed by the Trusteean authorized signatory, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any Officer officer of the Company who shall have signed any of the Securities Securities, manually or in facsimile, shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities had not ceased to be such Officer officer of the Company; and any Security may be signed on behalf of the Company Company, manually or in facsimile, by such Persons persons as, at the actual date of the execution of such Security, shall be the proper Officers officers of the Company, although at the date of such Security or of the execution of this Indenture any such Person person was not such Officerofficer.

Execution of Securities. The Securities shall be signed in the name of and on behalf of the Company by two Officers thereofany signatory so designated as authorized to sign on behalf of the Company (the “Company Authorized Signatory”). Such signatures upon the Securities signature may be the manual manual, facsimile or facsimile signatures electronic signature of such Company Authorized Signatory, provided that any electronic signature is a true representation of the present Company Authorized Signatory’s actual signature. Typographical and other minor errors or defects in any future such Officers and may be imprinted signature shall not affect the validity or otherwise reproduced on the Securities. The seal enforceability of the Company, if any, is not required to appear on the Securities, but if it does so appear it may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, manually signed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderby the Trustee. In case any Officer of the Company Authorized Signatory who shall have signed any of the Securities shall cease to be such Officer a Company Authorized Signatory before the Securities Security so signed shall have been be authenticated and delivered by or on behalf of the Trustee, Trustee or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person Company Authorized Signatory who signed such Securities had not ceased to be such Officer of the Companya Company Authorized Signatory; and any Security may be signed on behalf of the Company by such Persons a Company Authorized Signatory as, at the actual date of the original execution of such Security, shall be the proper Officers of the Companya Company Authorized Signatory, although at the date of such Security or of the original execution and delivery of this Indenture any Indenture, or at the date of such Person Security, was not such Officera Company Authorized Signatory.

Execution of Securities. The Securities shall be signed in facsimile in the name and on behalf of the Company Corporation by two Officers thereof. Such signatures upon the Securities may be the manual or facsimile signatures Chairman of the present Board, Chief Executive Officer, Vice Chairman, President or any future such Officers and may be imprinted or otherwise reproduced on the Securities. The seal Vice President of the CompanyCorporation, if any, is not required to appear on the Securities, but if it does so appear it may be in the form of a facsimile thereof and may be impressed, affixed, imprinted attested by its Secretary or otherwise reproduced on the Securitiesan Assistant Secretary. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recitedset forth in Section 2.02, manually signed executed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company Corporation shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the holder is entitled to the benefits of this Indenture. In case any Officer officer of the Company Corporation who shall have signed any of the Securities Securities, shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the CompanyCorporation, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities had not ceased to be such Officer officer of the CompanyCorporation; and any Security may be signed on behalf of the Company Corporation by such Persons persons as, at the actual date of the execution of such Security, Security shall be the proper Officers officers of the CompanyCorporation, although at the date of such Security or of the execution of this Indenture any such Person person was not such Officeran officer.

Execution of Securities. The Securities shall be signed in the name and on behalf of the Company by, and the Guarantees endorsed thereon shall be signed on behalf of the Company Guarantor by, the facsimile signature of its Chairman of the Board of Directors, President, one of its Managing Directors or one of its Vice Presidents and by two Officers thereof. Such signatures upon the Securities facsimile signature of its Treasurer or one of its Assistant Treasurers, under its corporate seal which may be the manual affixed thereto or facsimile signatures of the present or any future such Officers and may be imprinted printed, engraved or otherwise reproduced on the Securities. The seal of the Companythereon, if anyby facsimile or otherwise, is and which need not required to appear on the Securities, but if it does so appear it may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securitiesattested. Only such Securities as shall bear thereon a certificate Certificate of authentication Authentication substantially in the form hereinbefore recited, manually signed executed by the TrusteeTrustee or the Authenticating Agent, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent upon any Security executed by the Company and the Guarantor shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the holder is entitled to the benefits of this Indenture. In case any Officer officer of the Company or the Guarantor who shall have signed any of the Securities shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by the TrusteeTrustee or the Authenticating Agent, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities had not ceased to be such Officer officer of the CompanyCompany or the Guarantor, as the case may be; and any Security may be signed on behalf of the Company or the Guarantor by such Persons as, at the actual date of the execution of such Security, shall be the proper Officers officers of the CompanyCompany or the Guarantor, as the case may be, although at the date of such Security or of the execution of this Indenture any such Person person was not such Officeran officer.

Execution of Securities. The Securities and Coupons appertaining thereto, if any, shall be signed on behalf of the Company (i) by two Officers thereofits Chairman, President, Chief Executive Officer, or any Vice President and (ii) by its Secretary or any Assistant Secretary. Such signatures upon the Securities may be the manual or facsimile signatures of the present or any future such Officers authorized officers and may be imprinted or otherwise reproduced on the Securities. The seal of the Company, if any, is not required to appear on the Securities, but if it does so appear it may be in the form of a facsimile thereof Securities and may be impressed, affixed, imprinted or otherwise reproduced on the Securitiessuch Coupons. Only such Securities as shall bear thereon a Trustee's certificate of authentication substantially in the form hereinbefore recitedprovided in Section 2.04 (or Section 2.12, if applicable), signed manually signed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such The Trustee's certificate by the Trustee upon of authentication on any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder. In case any Officer officer of the Company who shall have signed any of the Securities or such Coupons shall cease to be such Officer officer before the Securities or such Coupons so signed shall have been authenticated by the Trustee and delivered by the Trustee, or disposed of by the Company, such Securities and such Coupons nevertheless may be authenticated and delivered or disposed of as though the Person officer who signed such Securities and such Coupons had not ceased to be such Officer officer of the Company; and any Security or such Coupons may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such SecuritySecurity or such Coupons, shall be the proper Officers of the Company, although at the date of such Security or of the execution of this Indenture any such Person was not such Officer.the

Execution of Securities. The Securities shall be signed in the name and on behalf of the Company by two Officers thereof. Such signatures upon the Securities may be the manual or facsimile signatures of two Officers of the present or any future such Officers and Company (which may be imprinted printed, engraved or otherwise reproduced on the Securities. The seal of the Companythereon, if any, is not required to appear on the Securities, but if it does so appear it may be in the form of a by facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securitiesotherwise). Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, manually signed executed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the Holder is entitled to the benefits of this Indenture. In case any Officer of the Company who shall have signed any of the Securities shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities had not ceased to be such Officer officer of the Company; and any Security may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such Security, shall be the proper Officers officers of the Company, although at the date of such Security or of the execution of this Indenture any such Person person was not such Officeran officer. Reference is made to Section 15.05 concerning execution and delivery of the Guarantees.

Execution of Securities. The Securities shall be signed in the name and on behalf of the Company by two Officers thereof. Such signatures upon the Securities may be the manual or facsimile signatures signature of its Chairman of the present Board, its Vice Chairman, its Chief Executive Officer, its Senior Executive, its Chief Financial Officer, its President or any future such Officers one of its Vice Presidents and attested to by its Secretary or any one of its Assistant Secretaries, whose signatures may be imprinted manual or otherwise reproduced on the Securities. The seal of the Company, if any, is not required to appear on the Securities, but if it does so appear it may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securitiesfacsimile. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, manually signed executed by or on behalf of the TrusteeTrustee by manual signature, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by or on behalf of the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the Holder is entitled to the benefits of this Indenture. In case any Officer officer of the Company who shall have signed any of the Securities shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by or on behalf of the Trustee, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities had not ceased to be such Officer officer of the Company; and any Security may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such Security, shall be the proper Officers officers of the Company, although at the date of such Security or of the execution of this Indenture any such Person person was not such Officeran officer.

Execution of Securities. The Securities and, if applicable, each Coupon appertaining thereto shall be signed on behalf of the Company Issuer by any two Officers thereofAuthorized Signatories of the Issuer authorized to execute Securities or, if applicable, Coupons, which Securities or Coupons may, but need not, be attested. Such signatures upon the Securities may be the manual manual, facsimile or facsimile electronic signatures of the present or any future such Officers and may be imprinted Authorized Signatory. Minor errors or otherwise reproduced on defects in any such reproduction of any such signature shall not affect the Securities. The seal validity or enforceability of the Company, if any, is not required to appear on the Securities, but if it does so appear it may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, manually signed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderby the Trustee. In case any Officer Authorized Signatory of the Company Issuer who shall have signed any of the Securities or Coupons, if any, pursuant to his or her authorization to do so, shall cease to be an Authorized Signatory, or such Officer authorization shall be withdrawn, before the Securities Security or Coupon so signed (or the Security to which the Coupon so signed appertains) shall have been be authenticated and delivered by the Trustee, Trustee or disposed of by the CompanyIssuer, such Securities Security or Coupon nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities Security or Coupon had not ceased to be such Officer of Authorized Signatory or the Companyauthorization to sign such Security or Coupon had not been withdrawn; and any Security or Coupon may be signed on behalf of the Company Issuer by such Persons any two Authorized Signatories as, at the actual date of the execution of such SecuritySecurity or Coupon, shall be authorized by the proper Officers of the CompanyIssuer to do so, although at the date of such Security or of the execution and delivery of this Indenture any such Person person was not such Officerso authorized.

Execution of Securities. The Securities shall be signed on behalf of the Company by two Officers thereof. Such signatures upon the Securities may be the manual or facsimile signatures of the present or any future such Officers and may be imprinted or otherwise reproduced on the Securities. The seal of the Company, if any, is not required to appear on the Securities, but if it does so appear it may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, manually signed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and entitled to the benefits of this Indenture. In case any Officer of the Company who shall have signed any of the Securities shall cease to be such Officer before the Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities had not ceased to be such Officer of the Company; and any Security may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Security, shall be the proper Officers of the Company, although at the date of such Security or of the execution of this Indenture any such Person was not such Officer.

Execution of Securities. The Securities Securities, and any coupons appertaining thereto, shall be signed in the name and on behalf of the Company manually or by two Officers thereof. Such signatures upon the Securities facsimile by its Chairman, its President or its Senior Vice President, Chief Financial Officer and Treasurer, under its corporate seal (which may be the manual or facsimile signatures of the present or any future such Officers and may be imprinted printed, engraved or otherwise reproduced on the Securities. The seal of the Companythereon, if any, is not required to appear on the Securities, but if it does so appear it may be in the form of a by facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securitiesotherwise). Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, executed manually signed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the Holder is entitled to the benefits of this Indenture. In case any Officer officer of the Company who shall have signed any of the Securities shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities had not ceased to be such Officer officer of the Company; and any Security or coupon may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such SecuritySecurities or coupons, shall be the proper Officers officers of the Company, although at the date of such Security or of the execution of this Indenture any such Person person was not such Officeran officer.

Execution of Securities. The Securities shall be signed in the name and on behalf of the Company Corporation by two Officers thereof. Such signatures upon the Securities facsimile signature of its Chairman of the Board of Directors, President or one of its Vice Presidents and by the facsimile signature of its Treasurer, one of its Assistant Treasurers, Secretary or one of its Assistant Secretaries, under its corporate seal which may be the manual affixed thereto or facsimile signatures of the present or any future such Officers and may be imprinted printed, engraved or otherwise reproduced on the Securities. The seal of the Companythereon, if anyby facsimile or otherwise, is and which need not required to appear on the Securities, but if it does so appear it may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securitiesattested. Only such Securities as shall bear thereon a certificate Certificate of authentication Authentication substantially in the form hereinbefore recited, manually signed executed by the TrusteeDebt Trustee or the Authenticating Agent, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Debt Trustee or the Authenticating Agent upon any Security executed by the Company Corporation shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the holder is entitled to the benefits of this Indenture. In case any Officer officer of the Company Corporation who shall have signed any of the Securities shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by the TrusteeDebt Trustee or the Authenticating Agent, or disposed of by the CompanyCorporation, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities had not ceased to be such Officer officer of the CompanyCorporation; and any Security may be signed on behalf of the Company Corporation by such Persons persons as, at the actual date of the execution of such Security, shall be the proper Officers officers of the CompanyCorporation, although at the date of such Security or of the execution of this Indenture any such Person person was not such Officeran officer.

Execution of Securities. The Securities shall be signed in the name and on behalf of the Company by two Officers thereof. Such signatures upon the Securities may be the manual or facsimile signatures electronic signature of an Officer of the present or any future such Officers and Company, whose signature may be imprinted or otherwise reproduced on the Securities. The seal of the Companythereon, if any, is not required to appear on the Securities, but if it does so appear it may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securitiesincluding without limitation via DocuSign. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, manually signed executed by or on behalf of the TrusteeTrustee by manual signature, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by or on behalf of the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the Holder is entitled to the benefits of this Indenture. In case any Officer of the Company who shall have signed any of the Securities shall cease to be such Officer before the Securities so signed shall have been authenticated and delivered by or on behalf of the Trustee, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities had not ceased to be such Officer officer of the Company; and any Security may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such Security, shall be the proper Officers officers of the Company, although at the date of such Security or of the execution of this Indenture any such Person person was not such Officeran officer.

Execution of Securities. The Securities shall be signed in the name and on behalf of the Company by two Officers thereof. Such signatures upon the Securities may be the manual or facsimile signatures of two Officers of the present or any future such Officers and Company (which may be imprinted printed, engraved or otherwise reproduced on the Securities. The seal of the Companythereon, if any, is not required to appear on the Securities, but if it does so appear it may be in the form of a by facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securitiesotherwise). Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, manually signed executed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the Holder is entitled to the benefits of this Indenture. In case any Officer of the Company who shall have signed any of the Securities shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities had not ceased to be such Officer officer of the Company; and any Security may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such Security, shall be the proper Officers officers of the Company, although at the date of such Security or of the execution of this Indenture any such Person person was not such Officeran officer. Reference is made to Section 14.05 concerning execution and delivery of the Guarantees.

Execution of Securities. The Securities shall be signed in the name and on behalf of the Company by two Officers thereof. Such signatures upon the Securities may be the manual or facsimile signatures signature of its Chairman of the present Board of Directors (if an executive officer), its Chief Executive Officer, President, one of its Executive Vice Presidents or any future such Officers one of its Vice Presidents and may be imprinted attested to by the manual or otherwise reproduced on the Securities. The seal facsimile signature of the Companyits Chief Financial Officer, if anyTreasurer, is not required to appear on the Securitiesone of its Assistant Treasurers, but if it does so appear it may be in the form Secretary or one of a its Assistant Secretaries, by facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securitiesotherwise. Only such Securities as shall bear thereon a certificate Certificate of authentication Authentication substantially in the form hereinbefore recited, manually signed executed by the TrusteeTrustee or the Authenticating Agent, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the Holder is entitled to the benefits of this Indenture. In case any Officer officer of the Company who shall have signed any of the Securities shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by the TrusteeTrustee or the Authenticating Agent, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities had not ceased to be such Officer officer of the Company; and any Security may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such Security, shall be the proper Officers officers of the Company, although at the date of such Security or of the execution of this Indenture any such Person person was not such Officeran officer.

Execution of Securities. The Securities shall be signed in facsimile in the name and on behalf of the Company Corporation by two Officers thereof. Such signatures upon the Securities Chairman of the Board, the President, a Vice Chairman of the Board or the Chief Financial Officer (or any other officer certified by any of the foregoing officers in an Officers' Certificate to be an executive officer of the Corporation), under its corporate seal (which may be the manual or facsimile signatures of the present or any future such Officers and may be imprinted printed, engraved or otherwise reproduced on the Securities. The seal of the Companythereon, if anyby facsimile or otherwise), is not required to appear on the Securities, but if it does so appear it may be in the form of a facsimile thereof and may be impressed, affixed, imprinted attested by its Secretary or otherwise reproduced on the Securitiesan Assistant Secretary. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recitedset forth in Section 2.02, manually signed executed by the Trustee, or Section 8.14, executed by the Authenticating Agent, if any, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company Corporation shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the holder is entitled to the benefits of this Indenture. In case any Officer officer of the Company Corporation who shall have signed any of the Securities shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the CompanyCorporation, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities had not ceased to be such Officer officer of the CompanyCorporation; and any Security may be signed on behalf of the Company Corporation by such Persons as, at the actual date of the execution of such Security, shall be the proper Officers officers of the CompanyCorporation, although at the date of such Security or of the execution of this Indenture any such Person was not such Officeran officer.

Execution of Securities. The Securities and any Guarantee noted or endorsed thereon shall be signed on behalf of the Company Issuer and/or the Guarantor, as applicable, by two Officers thereofboth (a) the chairman of its Board of Directors, its president or any vice president and (b) the chief financial officer, its treasurer, controller or secretary. Such signatures upon the Securities may be the manual or facsimile signatures of the present or any future such Officers officers. Typographical and may be imprinted other minor errors or otherwise reproduced on defects in any such signature shall not affect the Securities. The seal validity or enforceability of the Company, if any, is not required to appear on the Securities, but if it does so appear it may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, manually signed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderby the Trustee. In case any Officer officer of the Company Issuer or the Guarantor who shall have signed any of the Securities or endorsed any Guarantee thereon shall cease to be such Officer officer before the Securities Security with the Guarantee noted or endorsed thereon so signed shall have been be authenticated and delivered by the Trustee, Trustee or disposed of by the CompanyIssuer, such Securities Security with the Guarantee noted or endorsed thereon nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities Security and Guarantee had not ceased to be such Officer officer of the CompanyIssuer or the Guarantor; and any Security may be signed on behalf of the Company Issuer or Guarantee noted or endorsed on behalf of the Guarantor by such Persons persons as, at the actual date of the execution of such SecuritySecurity and Guarantee, shall be the proper Officers officers of the CompanyIssuer or the Guarantor, although at the date of such Security or of the execution and delivery of this Indenture any such Person person was not such Officeran officer.

Execution of Securities. The Securities shall be signed in the name and on behalf of the Company by two Officers thereof. Such signatures upon the Securities facsimile signature of its President, any Executive or Senior Vice President or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title "Vice President") and attested by the facsimile signature of its Treasurer or Assistant Treasurer or its Secretary or any of its Assistant Secretaries (which may be the manual or facsimile signatures of the present or any future such Officers and may be imprinted printed, engraved or otherwise reproduced on the Securities. The seal of the Companythereon, if any, is not required to appear on the Securities, but if it does so appear it may be in the form of a by facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securitiesotherwise). Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recitedset forth on the Form of Note attached as Exhibit A hereto, manually signed executed by the TrusteeTrustee (or an authenticating agent appointed by the Trustee as provided by Section 17.11), shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or such an authenticating agent) upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the holder is entitled to the benefits of this Indenture. In case any Officer officer of the Company who shall have signed any of the Securities shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities had not ceased to be such Officer officer of the Company; Company and any Security may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such Security, shall be the proper Officers officers of the Company, although at the date of such Security or of the execution of this Indenture any such Person person was not such Officeran officer.

Execution of Securities. The Securities shall be signed in the name and on behalf of the Company by two Officers thereof. Such signatures upon the Securities may be the manual or facsimile signatures signature of the present its Chairman, one of its Vice Chairmen or any future such Officers and one of its Vice Presidents, under its corporate seal which may be imprinted affixed thereto or printed, engraved or otherwise reproduced on the Securities. The seal of the Companythereon, if anyby facsimile or otherwise, is and which need not required to appear on the Securities, but if it does so appear it may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securitiesattested. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, manually signed executed by the TrusteeTrustee or the Authenticating Agent, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the holder is entitled to the benefits of this Indenture. In case any Officer officer of the Company who shall have signed any of the Securities shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by the TrusteeTrustee or the Authenticating Agent, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities had not ceased to be such Officer officer of the Company; and any Security may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such Security, shall be the proper Officers officers of the Company, although at the date of such Security or of the execution of this Indenture any such Person person was not such Officeran officer.

Execution of Securities. The Securities and, if applicable, each Coupon appertaining thereto shall be signed on behalf of the Company Issuer by any two Officers thereofAuthorized Signatories of the Issuer authorized to execute Securities or, if applicable, Coupons, which Securities or Coupons may, but need not, be attested. Such signatures upon the Securities may be the manual or facsimile signatures of the present or any future such Officers and may be imprinted officers. Minor errors or otherwise reproduced on defects in any such reproduction of any such signature shall not affect the Securities. The seal validity or enforceability of the Company, if any, is not required to appear on the Securities, but if it does so appear it may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, manually signed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderby the Trustee. In case any Officer officer of the Company Issuer who shall have signed any of the Securities or Coupons, if any, pursuant to his or her authorization to do so, shall cease to be such Officer officer, or such authorization shall be withdrawn, before the Securities Security or Coupon so signed (or the Security to which the Coupon so signed appertains) shall have been be authenticated and delivered by the Trustee, Trustee or disposed of by the CompanyIssuer, such Securities Security or Coupon nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities Security or Coupon had not ceased to be such Officer of officer or the Companyauthorization to sign such Security or Coupon had not been withdrawn; and any Security or Coupon may be signed on behalf of the Company Issuer by such Persons any two persons as, at the actual date of the execution of such SecuritySecurity or Coupon, shall be authorized by the proper Officers of the CompanyIssuer to do so, although at the date of such Security or of the execution and delivery of this Indenture any such Person person was not such Officerso authorized.

Execution of Securities. The Securities shall be signed in the name and on behalf of the Company by two Officers thereof. Such signatures upon the Securities may be the manual or facsimile signatures of the present Chairman of the Board or any future such Officers and its Vice Chairman or its President or one of its Vice Presidents under its corporate seal (which may be imprinted printed, engraved or otherwise reproduced on the Securities. The seal thereon, by facsimile or otherwise), and attested by its Treasurer or Secretary or one of the Company, if any, is not required to appear on the Securities, but if it does so appear it may be in the form of a facsimile thereof and may be impressed, affixed, imprinted its Assistant Treasurers or otherwise reproduced on the SecuritiesAssistant Secretaries. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, manually signed executed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the Holder is entitled to the benefits of this Indenture. In case any Officer officer of the Company who shall have signed any of the Securities shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities had not ceased to be such Officer officer of the Company; and any Security may be signed on behalf of the Company company by such Persons persons as, at the actual date of the execution of such Security, shall be the proper Officers officers of the Company, although at the date of such Security or of the execution of this Indenture any such Person person was not such Officeran officer.

Execution of Securities. The Securities and, if applicable, the Coupons appertaining thereto, shall be signed in the name and on behalf of the Company by two Officers thereof. Such signatures upon the Securities may be the manual or facsimile signatures signature of any of its Presidents, its Chairman of the present Board, its Vice Chairman and Chief Financial Officer, or any future such Officers its Senior Vice President-Corporate Treasury and Global Funding Operation, under its corporate seal (which may be imprinted printed, engraved or otherwise reproduced on thereon, by facsimile or otherwise) attested by the Securities. The seal Secretary or any Assistant Secretary of the Company, if any, is not required to appear on the Securities, but if it does so appear it may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore herein recited, manually signed executed by the Trustee, shall be entitled to the benefits of this Subordinated Debt Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the holder is entitled to the benefits of this Subordinated Debt Indenture. In case any Officer officer of the Company who shall have signed any of the Securities or Coupons, if any, shall cease to be such Officer officer before the Securities or Coupons so signed (or the Securities to which the Coupons so signed appertain) shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities or Coupons had not ceased to be such Officer officer of the Company; and any Security or Coupon may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such SecuritySecurity or Coupon, shall be the proper Officers officers of the Company, although at the date of such Security or of the execution of this Subordinated Debt Indenture any such Person was not such Officeran officer.

Execution of Securities. The Securities shall be signed on behalf of the Company, manually or in facsimile, by its Chairman, or its Chief Executive Officer, or its President, or any Vice President of the Company (whether or not designated by two Officers thereof. Such signatures upon a number or a word or words added before or after the Securities title Vice President), under its corporate seal and attested by its Treasurer or its Controller or its Corporate Secretary which may be the manual affixed thereto or facsimile signatures of the present or any future such Officers and may be imprinted printed, engraved or otherwise reproduced on the Securities. The seal of the Companythereon, if any, is not required to appear on the Securities, but if it does so appear it may be in the form of a by facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securitiesotherwise. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recitedrecited herein, executed by or on behalf of the Trustee manually signed by the Trusteean authorized officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any Officer officer of the Company who shall have signed any of the Securities Securities, manually or in facsimile, shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities had not ceased to be such Officer officer of the Company; and any Security may be signed on behalf of the Company Company, manually or in facsimile, by such Persons persons as, at the actual date of the execution of such Security, shall be the proper Officers officers of the Company, although at the date of such Security or of the execution of this Indenture any such Person person was not such Officerofficer.

Execution of Securities. The Securities shall be signed on behalf of the Company Issuer by two Officers thereofan Authorized Director of the Issuer, under its corporate seal. Such signatures upon the Securities may be the manual or facsimile signatures of the present or any future such Officers and may be imprinted or otherwise reproduced on the Securitiesofficers. The seal of the Company, if any, is not required to appear on the Securities, but if it does so appear it Issuer may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Only Typographical and other minor errors or defects in any such reproduction of the seal or any such signature shall not affect the validity or enforceability of any Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, manually signed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated which has been duly authenticated and delivered hereunderby the Trustee. In case any Officer Authorized Director of the Company Issuer who shall have signed any of the Securities shall cease to be such Officer Authorized Director before the Securities so signed shall have been be authenticated and delivered by the Trustee, Trustee or disposed of by the CompanyIssuer, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities had not ceased to be such Officer Authorized Director of the CompanyIssuer; and any Security Securities may be signed on behalf of the Company Issuer by such Persons person as, at the actual date of the execution of such SecuritySecurities, shall be the proper Officers Authorized Director of the CompanyIssuer, although at the date of such Security or of the execution and delivery of this Indenture any such Person person was not such OfficerAuthorized Director.

Execution of Securities. The Securities shall be signed in the name and on behalf of the Company by two Officers thereof. Such signatures upon the Securities may be the manual or facsimile signatures signature of the present its Chief Executive Officer, President or any future such Officers one of its Vice Presidents and may be imprinted attested by the manual or facsimile signature of its Secretary or one of its Assistant Secretaries, under its corporate seal which may be affixed thereto or printed, engraved or otherwise reproduced on the Securities. The seal of the Companythereon, if anyby facsimile or otherwise, is and which need not required to appear on the Securities, but if it does so appear it may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securitiesattested. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, manually signed executed by the TrusteeTrustee or the Authenticating Agent, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the holder is entitled to the benefits of this Indenture. 17 In case any Officer officer of the Company who shall have signed any of the Securities shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by the TrusteeTrustee or the Authenticating Agent, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities had not ceased to be such Officer officer of the Company; and any Security may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such Security, shall be the proper Officers officers of the Company, although at the date of such Security or of the execution of this Indenture any such Person person was not such Officeran officer.

Execution of Securities. The Securities shall be signed on behalf of the Company Issuer by two Officers thereofboth (a) its Chairman of the Board of Directors or its President or any Vice President (whether or not designated by a number or numbers or a word or words added before or after the title "Vice President") and (b) by its Treasurer or any Assistant Treasurer or its Secretary or any Assistant Secretary, under its corporate seal (except in the case of Coupons) which may, but need not, be attested. Such signatures upon the Securities may be the manual or facsimile signatures of the present or any future such Officers and may be imprinted or otherwise reproduced on the Securitiesofficers. The seal of the Company, if any, is not required to appear on the Securities, but if it does so appear it Issuer may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Only Typographical and other minor errors or defects in any such Securities as reproduction of the seal or any such signature shall bear thereon a certificate not affect the validity or enforceability of authentication substantially in the form hereinbefore recited, manually signed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderby the Trustee. The Coupons, if any, applicable to the Securities of any series shall bear the facsimile signature of the Treasurer or any Assistant Treasurer of the Issuer. In case any Officer officer of the Company Issuer who shall have so signed any of the Securities or Coupons, if any, shall cease to be such Officer officer before the Securities Security or Coupon so signed (or the Security to which the Coupon so signed appertains) shall have been be authenticated and delivered by the Trustee, Trustee or disposed of by the CompanyIssuer, such Securities Security or Coupon nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities Security or Coupon had not ceased to be such Officer officer of the CompanyIssuer; and any Security or Coupon may be so signed on behalf of the Company Issuer by such Persons persons as, at the actual date of the execution of such SecuritySecurity or Coupon, shall be the proper Officers officers of the CompanyIssuer, although at the date of such Security or of the execution and delivery of this Indenture any such Person person was not such Officeran officer.

Execution of Securities. The Securities shall be signed on behalf of the Company Company, manually or in facsimile, by two Officers thereof. Such signatures upon its Chairman of the Securities Board or its President or a Vice Chairman of the Board or a Vice President under its corporate seal (which may be the manual in facsimile) reproduced thereon and attested, annually or facsimile signatures in facsimile, by its Secretary or an Assistant Secretary or its Treasurer or an Assistant Treasurer. Typographical and other minor errors or defects in any such reproduction of the present seal or any future such Officers signature shall not affect the validity or enforceability of any Security that has been duly authorized and delivered by the Trustee. In case any officer of the Company whose signature appears on any of the Securities, annually or in facsimile, shall cease to be such officer before such Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities nevertheless may be imprinted authenticated and delivered by the Trustee, or otherwise disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the person whose signature appears on such Securities had not ceased to be such officer of the Company; and any Security may be signed and the corporate seal reproduced thereon may be attested, on the Securities. The seal behalf of the Company, if anyannually or in facsimile, is by such persons as, at the actual date of the execution of such Security, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not required to appear on the Securities, but if it does so appear it may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securitiessuch officer. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recitedreceipted, signed manually signed by an authorized signatory of the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder. In case any Officer of hereunder and that the Company who shall have signed any of holder is entitled to the Securities shall cease to be such Officer before the Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities had not ceased to be such Officer of the Company; and any Security may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Security, shall be the proper Officers of the Company, although at the date of such Security or of the execution benefits of this Indenture any such Person was not such OfficerIndenture.

Execution of Securities. The Securities shall be signed in the name and on behalf of the Company by two Officers thereof. Such signatures upon the Securities may be the manual or facsimile signatures signature of the present Chairman of the Board of Directors (if an executive officer), the Chief Executive Officer, President, one of the Executive Vice Presidents or any future such Officers one of the Vice Presidents and may be imprinted by the manual or otherwise reproduced on facsimile signature of the Securities. The seal Chief Financial Officer, Treasurer, one of the Assistant Treasurers, Secretary or one of the Assistant Secretaries of the general partner of the Company, if anyby facsimile or otherwise, is and which need not required to appear on the Securities, but if it does so appear it may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securitiesattested. Only such Securities as shall bear thereon a certificate Certificate of authentication Authentication substantially in the form hereinbefore recited, manually signed executed by the TrusteeTrustee or the Authenticating Agent, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the Holder is entitled to the benefits of this Indenture. In case any Officer officer of the Company who shall have signed any of the Securities shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by the TrusteeTrustee or the Authenticating Agent, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities had not ceased to be such Officer officer of the Company; and any Security may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such Security, shall be the proper Officers officers of the Company, although at the date of such Security or of the execution of this Indenture any such Person person was not such Officeran officer.

Execution of Securities. The Securities shall be signed on behalf of the Company Issuer by two Officers thereofthe chairman or any vice chairman of its Board of Directors, its president or any vice president, its treasurer or any assistant treasurer or its secretary or any assistant secretary, under its corporate seal (if any) which may, but need not, be attested. Such signatures upon the Securities may be the manual or facsimile signatures of the present or any future such Officers and may be imprinted or otherwise reproduced on the Securitiesofficers. The seal of the Company, Issuer (if any, is not required to appear on the Securities, but if it does so appear it ) may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Only Typographical and other minor errors or defects in any such Securities as reproduction of the seal (if any) or any such signature shall bear thereon a certificate not affect the validity or enforceability of authentication substantially in the form hereinbefore recited, manually signed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderby the Trustee. In case any Officer officer of the Company Issuer who shall have signed any of the Securities shall cease to be such Officer officer before the Securities Security so signed shall have been be authenticated and delivered by the Trustee, Trustee or disposed of by the CompanyIssuer, such Securities Security nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities Security had not ceased to be such Officer officer of the CompanyIssuer; and any Security may be signed on behalf of the Company Issuer by such Persons persons as, at the actual date of the execution of such Security, shall be the proper Officers officers of the CompanyIssuer, although at the date of such Security or of the execution and delivery of this Indenture any such Person person was not such Officeran officer. If the Issuer shall establish pursuant to Section 2.03 that the Securities of a series are to be issued in the form of one or more Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with this Section and the Issuer Order with respect to such series, authenticate and deliver one or more Global Securities that (a) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series having the same terms issued and not yet canceled, (b) shall be registered in the name of the Depositary for such Global Security or Global Securities or the nominee of such Depositary, (c) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions and (d) shall bear a legend substantially to the following effect: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO THE NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF SUCH DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. Each Depositary designated pursuant to Section 2.03 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. Notwithstanding any other provision of this Section 2.05, unless and until it is exchanged in whole or in part for Securities in definitive form, a Global Security representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Securities of a series represented by one or more Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Securities or if at any time the Depositary for such Securities shall no longer be eligible under this Section 2.05, the Issuer shall appoint a successor Depositary eligible under this Section 2.05 with respect to such Securities. If a successor Depositary eligible under this Section 2.05 for such Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer’s election pursuant to Section 2.03 that such Securities be represented by one or more Global Securities shall no longer be effective and the Issuer will execute, and the Trustee, upon receipt of an Officers’ Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Global Securities representing such Securities in exchange for such Global Security or Global Securities. The Issuer may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Global Securities. In such event the Issuer will execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Global Securities representing such Securities, in exchange for such Global Security or Global Securities. If specified by the Issuer pursuant to Section 2.03 with respect to Securities represented by a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities of the same series in definitive registered form on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Trustee shall authenticate and deliver, without service charge, (a) to the Person specified by such Depositary a new Security or Securities of the same series, of any authorized denominations as requested by such Person, in an aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security; and (b) to such Depositary a new Global Security in a denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities authenticated and delivered pursuant to clause (a) above. Upon the exchange of a Global Security for Securities in definitive registered form without coupons, in authorized denominations, such Global Security shall be canceled by the Trustee or an agent of the Issuer or the Trustee. Securities in definitive registered form without coupons issued in exchange for a Global Security pursuant to this Section 2.05 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or an agent of the Issuer or the Trustee. The Trustee or such agent shall deliver such Securities to or as directed by the Persons in whose names such Securities are so registered.

Execution of Securities. The Securities shall be signed in the name and on behalf of the Company by two Officers thereof. Such signatures upon the Securities may be the manual or facsimile signatures signature of its Chairman of the present Board, Chief Executive Officer, Chief Financial Officer or any future such Officers Vice President (whether or not designated by a number or numbers or word or words added before or after the title "Vice President") and attested by the manual or facsimile signature of its Secretary or any of its Assistant Secretaries or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title "Vice President") or its Treasurer or any of its Assistant Treasurers (which may be imprinted printed, engraved or otherwise reproduced on the Securities. The seal of the Companythereon, if any, is not required to appear on the Securities, but if it does so appear it may be in the form of a by facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securitiesotherwise). Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recitedset forth on the form of Security attached as Exhibit A hereto, manually signed executed by the TrusteeTrustee (or an authenticating agent appointed by the Trustee as provided by Section 13.11), shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or such an authenticating agent) upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the holder is entitled to the benefits of this Indenture. In case any Officer officer of the Company who shall have signed any of the Securities shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities had not ceased to be such Officer officer of the Company; , and any Security may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such Security, shall be the proper Officers officers of the Company, although at the date of such Security or of the execution of this Indenture any such Person person was not such Officeran officer.

Execution of Securities. The Securities shall be signed in the name and on behalf of the Company by two Officers thereof. Such signatures upon the Securities facsimile signature of its Chairman of the Board of Directors, President or one of its Vice Presidents and by the facsimile signature of its Treasurer or one of its Assistant Treasurers, under its corporate seal which may be the manual affixed thereto or facsimile signatures of the present or any future such Officers and may be imprinted printed, engraved or otherwise reproduced on the Securities. The seal of the Companythereon, if anyby facsimile or otherwise, is and which need not required to appear on the Securities, but if it does so appear it may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securitiesattested. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, manually signed executed by the TrusteeTrustee or the Authenticating Agent, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the holder is entitled to the benefits of this Indenture. In case any Officer officer of the Company who shall have signed any of the Securities shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by the TrusteeTrustee or the Authenticating Agent, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities had not ceased to be such Officer officer of the Company; and any Security may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such Security, shall be the proper Officers officers of the Company, although at the date of such Security or of the execution of this Indenture any such Person person was not such Officeran officer.

Execution of Securities. The Securities and coupons appertaining thereto, if any, shall be signed on behalf of the Company by two Officers thereofits Chairman or its President or any Vice President and by its Secretary or Assistant Secretary under its corporate seal. Such signatures upon the Securities may be the manual or facsimile signatures of the present or any future such Officers authorized officers and may be imprinted or otherwise reproduced on the SecuritiesSecurities and such coupons. The seal of the Company, if any, is not required to appear on the Securities, but if it does so appear it Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the SecuritiesSecurities and such coupons. Only such Securities as shall bear thereon a Trustee's certificate of authentication substantially in the form hereinbefore recited, provided for in Schedule B and signed manually signed by the Trustee, Trustee shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such The Trustee's certificate by the Trustee upon of authentication on any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder. In case any Officer officer of the Company who shall have signed any of the Securities or such coupons shall cease to be such Officer officer before the Securities or such coupons so signed shall have been authenticated by the Trustee and delivered by the Trustee, or disposed of by the Company, such Securities and such coupons nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities and such coupons had not ceased to be such Officer officer of the Company; and any Security or such coupons may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such SecuritySecurity or such coupons, shall be the proper Officers officers of the Company, although at the date of such Security or such coupons or of the execution of this Indenture any such Person person was not such Officerofficer.

Execution of Securities. The Securities shall be signed in the name and on behalf of the Company by two Officers thereof. Such signatures upon the Securities may be the manual or facsimile signatures signature of its President, its Chairman of the present Board or Chief Financial Officer and its Treasurer, Assistant Treasurer, any future such Officers and may be imprinted Vice President, Secretary or otherwise reproduced on the Securities. The seal of the Company, if any, is not required to appear on the Securities, but if it does so appear it may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the SecuritiesAssistant Secretary. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore herein recited, manually signed executed by the TrusteeTrustee by the manual signature of an authorized officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the holder is entitled to the benefits of this Indenture. In case any Officer officer of the Company who shall have signed any of the Securities shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities had not ceased to be such Officer officer of the Company; and any Security may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such Security, shall be the proper Officers officers of the Company, although at the date of such Security or of the execution of this Indenture any such Person person was not such Officeran officer.

Execution of Securities. The Securities and, if applicable, each Coupon appertaining thereto shall be signed on behalf of the Company Issuer by two Officers thereofits Chairman of the Board, its President, one of its Vice Presidents, or its Treasurer under its corporate seal (except in the case of Coupons) which may, but need not, be attested. Such signatures upon the Securities may be the manual or facsimile signatures of the present or any future such Officers and may be imprinted or otherwise reproduced on the Securitiesofficers. The seal of the Company, if any, is not required to appear on the Securities, but if it does so appear it Issuer may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Only Typographical and other minor errors or defects in any such Securities as reproduction of the seal or any such signature shall bear thereon a certificate not affect the validity or enforceability of authentication substantially in the form hereinbefore recited, manually signed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderby the Trustee. In case any Officer officer of the Company Issuer who shall have signed any of the Securities or Coupons, if any, shall cease to be such Officer officer before the Securities Security or Coupon so signed (or the Security to which the Coupon so signed appertains) shall have been be authenticated and delivered by the Trustee, Trustee or disposed of by the CompanyIssuer, such Securities Security or Coupon nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities Security or Coupon had not ceased to be such Officer officer of the CompanyIssuer; and any Security or Coupon may be signed on behalf of the Company Issuer by such Persons persons as, at the actual date of the execution of such SecuritySecurity or Coupon, shall be the proper Officers officers of the CompanyIssuer, although at the date of such Security or of the execution and delivery of this Indenture any such Person person was not such Officeran officer.

Execution of Securities. The Securities shall be signed on behalf of the Company Issuer by two Officers thereofboth (a) its Chairman of the Board of Directors or any committee of such Board duly authorized to act on behalf of such Board, or any Vice Chairman of the Board of Directors or any committee of such Board duly authorized to act on behalf of such Board, or its President or any Vice President and (b) by its Chief Financial Officer or its Secretary or its Assistant Secretary or its Treasurer or any Assistant Treasurer, under its corporate seal which may, but need not, be attested. Such signatures upon the Securities may be the manual or facsimile signatures of the present or any future such Officers and may be imprinted or otherwise reproduced on the Securitiesofficers. The seal of the Company, if any, is not required to appear on the Securities, but if it does so appear it Issuer may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Only Typographical and other minor errors or defects in any such Securities as reproduction of the seal or any such signature shall bear thereon a certificate not affect the validity or enforceability of authentication substantially in the form hereinbefore recited, manually signed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderby the Trustee. In case any Officer officer of the Company Issuer who shall have signed any of the Securities shall cease to be such Officer officer before the Securities Security so signed shall have been be authenticated and delivered by the Trustee, Trustee or disposed of by the CompanyIssuer, such Securities Security nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities Security had not ceased to be such Officer officer of the CompanyIssuer; and any Security may be signed on behalf of the Company Issuer by such Persons as, at the actual date of the execution of such Security, shall be the proper Officers officers of the CompanyIssuer, although at the date of such Security or of the execution and delivery of this Indenture any such Person was not such Officerofficer.

Execution of Securities. The Securities and the Coupons, if any, shall be signed on behalf of the Company by two Officers thereofits Chairman of the Board, its Chief Executive Officer or a Vice President and by its Secretary, an Assistant Secretary, a Treasurer or an Assistant Treasurer. Such signatures upon the Securities and Coupons may be the manual or facsimile signatures of the present or any future such Officers authorized officers and may be imprinted or otherwise reproduced on the SecuritiesSecurities and Coupons. The seal of the Company, if any, is not required to appear on the Securities, but if it does so appear it may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the SecuritiesSecurities and Coupons. Only such Securities and Coupons as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually signed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security or Coupon executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder. In case any Officer officer of the Company who shall have signed any of the Securities or Coupons shall cease to be such Officer officer before the Securities or Coupons so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities or Coupons had not ceased to be such Officer officer of the Company; and any Security or Coupon may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such SecuritySecurity or Coupon, shall be the proper Officers officers of the Company, although at the date of such Security or Coupon or of the execution of this Indenture any such Person was not such Officerofficer.

Execution of Securities. The Securities and coupons appertaining thereto, if any, shall be signed on behalf of the Company by two Officers thereofits Chairman or its President or any Vice President and by its Secretary or Assistant Secretary under its corporate seal. Such signatures upon the Securities may be the manual or facsimile signatures of the present or any future such Officers authorized officers and may be imprinted or otherwise reproduced on the SecuritiesSecurities and such coupons. The seal of the Company, if any, is not required to appear on the Securities, but if it does so appear it Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the SecuritiesSecurities and such coupons. Only such Securities as shall bear thereon a Trustee's certificate of authentication substantially in the form hereinbefore recitedprovided for in Schedule B, signed manually signed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such The Trustee's certificate by the Trustee upon of authentication on any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder. In case any Officer officer of the Company who shall have signed any of the Securities or such coupons shall cease to be such Officer officer before the Securities or such coupons so signed shall have been authenticated by the Trustee and delivered by the Trustee, or disposed of by the Company, such Securities and such coupons nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities and such coupons had not ceased to be such Officer officer of the Company; and any Security or such coupons may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Security, shall be the proper Officers of the Company, although at the date of such Security or of the execution of this Indenture any such Person was not such Officer.such

Execution of Securities. The Each Security shall be signed in the ----------------------- name and on behalf of the Issuer manually or by facsimile by its President or any Vice President under its corporate seal (which may be printed, engraved or otherwise reproduced thereon, by facsimile or otherwise) attested by the manual or facsimile signature of its Secretary or an Assistant Secretary, prior to the authentication of the Security, and the delivery of such Security by the Trustee upon an Issuer Order, after the authentication thereof hereunder, shall constitute due delivery of such Security on behalf of the Issuer. In case any officer of the Issuer who shall have signed, or whose facsimile signature appears on any of the Securities shall cease to be such officer before the Securities shall have been authenticated and delivered by the Trustee or disposed of, such Security nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Security had not ceased to be such officer. Any Security may be signed on behalf of the Company Issuer by two Officers thereof. Such signatures upon such officer as, at the Securities may actual date of the execution of such Security shall be the manual or facsimile signatures proper officer of the present or any future such Officers and may be imprinted or otherwise reproduced on Issuer, although at the Securities. The seal date of the Company, if any, is execution of this Indenture any such Person was not required to appear on the Securities, but if it does so appear it may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securitiessuch an officer. Only such Securities as shall bear thereon a certificate of or authentication substantially in the form hereinbefore herein recited, manually signed executed by the TrusteeTrustee by manual signature of one of its authorized officers, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company Issuer shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder. In case any Officer of hereunder and that the Company who shall have signed any of Holder is entitled to the Securities shall cease to be such Officer before the Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities had not ceased to be such Officer of the Company; and any Security may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Security, shall be the proper Officers of the Company, although at the date of such Security or of the execution benefits of this Indenture any such Person was not such OfficerIndenture.

Execution of Securities. The Securities and, if applicable, each Coupon appertaining thereto shall be signed on behalf of the Company Issuer by any two Officers thereofA Class Signatories acting together, any two members of the Board acting together, or any other two persons acting together authorized by the Board to execute Securities or, if applicable, Coupons, which Securities or Coupons may, but need not, be attested. Such signatures upon the Securities may be the manual or facsimile signatures of the present or any future such Officers and may be imprinted officers. Minor errors or otherwise reproduced on defects in any such reproduction of any such signature shall not affect the Securities. The seal validity or enforceability of the Company, if any, is not required to appear on the Securities, but if it does so appear it may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, manually signed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderby the Trustee. In case any Officer officer of the Company Issuer who shall have signed any of the Securities or Coupons, if any, pursuant to his or her authorization to do so, shall cease to be such Officer officer, or such authorization shall be withdrawn, before the Securities Security or Coupon so signed (or the Security to which the Coupon so signed appertains) shall have been be authenticated and delivered by the Trustee, Trustee or disposed of by the CompanyIssuer, such Securities Security or Coupon nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities Security or Coupon had not ceased to be such Officer of officer or the Companyauthorization to sign such Security or Coupon had not been withdrawn; and any Security or Coupon may be signed on behalf of the Company Issuer by such Persons any two persons as, at the actual date of the execution of such SecuritySecurity or Coupon, shall be the proper Officers of the Companyauthorized to do so, although at the date of such Security or of the execution and delivery of this Indenture any such Person person was not such Officerso authorized.

Execution of Securities. The Securities and, if ----------------------- applicable, each Coupon appertaining thereto shall be signed on behalf of the Company Issuer by two Officers thereofits president, any vice president or its treasurer or controller, under its corporate seal (except in the case of Coupons) which may, but need not, be attested. Such signatures upon the Securities may be the manual or facsimile signatures of the present or any future such Officers and may be imprinted or otherwise reproduced on the Securitiesofficers. The seal of the Company, if any, is not required to appear on the Securities, but if it does so appear it Issuer may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Only Typographical and other minor errors or defects in any such Securities as reproduction of the seal or any such signature shall bear thereon a certificate not affect the validity or enforceability of authentication substantially in the form hereinbefore recited, manually signed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderby the Trustee. In case any Officer officer of the Company Issuer who shall have signed any of the Securities or Coupons, if any, shall cease to be such Officer officer before the Securities Security or Coupon so signed (or the Security to which the Coupon so signed appertains) shall have been be authenticated and delivered by the Trustee, Trustee or disposed of by the CompanyIssuer, such Securities Security or Coupon nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities Security or Coupon had not ceased to be such Officer officer of the CompanyIssuer; and any Security or Coupon may be signed on behalf of the Company Issuer by such Persons persons as, at the actual date of the execution of such SecuritySecurity or Coupon, shall be the proper Officers officers of the CompanyIssuer, although at the date of such Security or of the execution and delivery of this Indenture any such Person person was not such Officeran officer.

Execution of Securities. The Securities Securities, and any coupons appertaining thereto, shall be signed in the name and on behalf of the Company manually or by two Officers thereof. Such signatures upon the Securities facsimile by its President and Chief Executive Officer or its Executive Vice President and Chief Financial Officer, and by its Vice President and Treasurer, under its corporate seal (which may be the manual or facsimile signatures of the present or any future such Officers and may be imprinted printed, engraved or otherwise reproduced on the Securities. The seal of the Companythereon, if any, is not required to appear on the Securities, but if it does so appear it may be in the form of a by facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securitiesotherwise). Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, executed manually signed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the Holder is entitled to the benefits of this Indenture. In case any Officer officer of the Company who shall have signed any of the Securities shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities had not ceased to be such Officer officer of the Company; and any Security or coupon may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such SecuritySecurities or coupons, shall be the proper Officers officers of the Company, although at the date of such Security or of the execution of this Indenture any such Person person was not such Officeran officer.

Execution of Securities. The Securities and, if applicable, each Coupon appertaining thereto shall be signed on behalf of the Company by two Officers thereofboth (a) the chairman of its Board of Directors or its president or any vice president and (b) its treasurer or any assistant treasurer or its secretary or any assistant secretary, under its corporate seal (except in the case of Coupons) which may, but need not, be attested. Such signatures upon the Securities may be the manual or facsimile signatures of the present or any future such Officers and may be imprinted or otherwise reproduced on the Securitiesofficers. The seal of the Company, if any, is not required to appear on the Securities, but if it does so appear it Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Only Typographical and other minor errors or defects in any such Securities as reproduction of the seal or any such signature shall bear thereon a certificate not affect the validity or enforceability of authentication substantially in the form hereinbefore recited, manually signed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderby the Trustee. In case any Officer officer of the Company who shall have signed any of the Securities or Coupons, if any, shall cease to be such Officer officer before the Securities Security or Coupon so signed (or the Security to which the Coupon so signed appertains) shall have been be authenticated and delivered by the Trustee, Trustee or disposed of by the Company, such Securities Security or Coupon nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities Security or Coupon had not ceased to be such Officer officer of the Company; and any Security or Coupon may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such SecuritySecurity or Coupon, shall be the proper Officers officers of the Company, although at the date of such Security or of the execution and delivery of this Indenture any such Person person was not such Officeran officer.

Execution of Securities. The Securities shall be ----------------------- signed in the name and on behalf of the Company by two Officers thereof. Such signatures upon the Securities may be the manual or facsimile signatures signature of its President or its Chairman of the present Board and its Senior Vice President - Corporate Treasury and Global Funding Operation or any future such Officers and its Secretary, under its corporate seal (which may be imprinted printed, engraved or otherwise reproduced on the Securities. The seal of the Companythereon, if any, is not required to appear on the Securities, but if it does so appear it may be in the form of a by facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securitiesotherwise). Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore herein recited, manually signed executed by the Trustee, shall be entitled to the benefits of this Third Amended and Restated Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the holder is entitled to the benefits of this Third Amended and Restated Indenture. In case any Officer officer of the Company who shall have signed any of the Securities shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities had not ceased to be such Officer officer of the Company; and any Security may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Security, shall be the proper Officers officers of the Company, although at the date of such Security or of the execution of this Third Amended and Restated Indenture any such Person was not such Officeran officer.

Execution of Securities. The Securities shall be signed in the name and on behalf of the Company by two Officers thereofthe facsimile signature of its Chairman of the Board or its President and imprinted with a facsimile of its corporate seal, and attested by the facsimile signature of its Secretary or an Assistant Secretary. Such signatures Each such signature upon the Securities may be in the manual or form of a facsimile signatures signature of the present or any future such Officers officer and may be imprinted or otherwise reproduced on the Securities. The seal of the Company, if any, is not required to appear on the Securities, but if it does so appear it may be in the form of a facsimile thereof Securities and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, manually signed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by that purpose the Company shall be conclusive evidence that may adopt and use the Security so authenticated facsimile signature of any person who has been duly authenticated or is such officer, and delivered hereunder. In in case any Officer such officer of the Company who shall have signed signing any of the Securities shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities person had not ceased to be such Officer officer of the Company; and any Security may be signed on behalf . Only such Securities as shall bear thereon a certificate of authentication substantially in the Company form hereinbefore recited, executed by such Persons as, at the actual date of Trustee or the execution of such SecurityAuthenticating Agent, shall be entitled to the proper Officers of the Company, although at the date of such Security or of the execution benefits of this Indenture or be valid or obligatory for any such Person was not such Officerpurpose. Such certificate by the Trustee or the Authenticating Agent upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture.

Execution of Securities. The Securities shall be signed on behalf of the Company Company, manually or in facsimile, by two Officers thereof. Such signatures upon the Securities may be the manual Chairman or facsimile signatures any Vice Chairman of the present or any future such Officers and may be imprinted or otherwise reproduced on the Securities. The seal Board of Directors of the Company, if anythe Chief Executive Officer, is the President or any Vice President of the Company (whether or not required to appear on designated by a number or a word or words added before or after the Securitiestitle Vice President), but if it does so appear it and by the Treasurer, an Assistant Treasurer, the Controller, the Secretary or an Assistant Secretary of the Company under its corporate seal, which may be in the form of a facsimile thereof and may be impressedaffixed thereto or printed, affixed, imprinted engraved or otherwise reproduced on the Securitiesthereon, by facsimile or otherwise. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recitedrecited herein, executed by or on behalf of the Trustee manually signed or electronically by the Trusteean authorized signatory, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the holder is entitled to the benefits of this Indenture. In Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. Except as otherwise provided in Article Fifteen, in case any Officer officer of the Company who shall have signed any of the Securities Securities, manually or in facsimile, shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities had not ceased to be such Officer officer of the Company; and any Security may be signed on behalf of the Company Company, manually or in facsimile, by such Persons persons as, at the actual date of the execution of such Security, shall be the proper Officers officers of the Company, although at the date of such Security or of the execution of this Indenture any such Person person was not such Officerofficer.

Execution of Securities. The Securities shall be signed on behalf of the Company Company, manually or in facsimile, by two Officers thereof. Such signatures upon its Chairman of the Securities Board or its President or a Vice Chairman of the Board or a Vice President either under its corporate seal (which may be in facsimile) reproduced thereon and attested, manually or in facsimile, by its Secretary or an Assistant Secretary or its Treasurer or an Assistant Treasurer, or not under its corporate seal, as the manual Company may elect. Typographical and other minor errors or facsimile signatures defects in any such reproduction of the present seal or any future such Officers signature shall not affect the validity or enforceability of any Security that has been duly authorized and delivered by the Trustee. In case any officer of the Company whose signature appears on any of the Securities, manually or in facsimile, shall cease to be such officer before such Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities nevertheless may be imprinted authenticated and delivered by the Trustee, or otherwise disposed of by the Company, as though the person whose signature appears on such Securities had not ceased to be such officer of the Company; and any Security may be signed and the corporate seal reproduced thereon may be attested, on the Securities. The seal behalf of the Company, if anymanually or in facsimile, is by such persons as, at the actual date of the execution of such Security, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not required to appear on the Securities, but if it does so appear it may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securitiessuch officer. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recitedreceipted, signed manually signed by an authorized signatory of the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder. In case any Officer of hereunder and that the Company who shall have signed any of holder is entitled to the Securities shall cease to be such Officer before the Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities had not ceased to be such Officer of the Company; and any Security may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Security, shall be the proper Officers of the Company, although at the date of such Security or of the execution benefits of this Indenture any such Person was not such OfficerIndenture.

Execution of Securities. The Securities shall be signed on behalf of the Company by two Officers thereof. Such signatures upon the Securities may be the manual or facsimile signatures of the present or any future such Officers and may be imprinted or otherwise reproduced on the Securities. The seal of the Company, if anymanually or in facsimile, is not required to appear on the Securities, but if it does so appear it may be in the form by any Officer or one of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securitiesits Assistant Corporate Secretaries. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recitedrecited herein, executed by or on behalf of the Trustee manually signed by the Trusteean authorized officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any Officer officer of the Company who shall have signed any of the Securities Securities, manually or in facsimile, shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities had not ceased to be such Officer officer of the Company; and any Security may be signed on behalf of the Company Company, manually or in facsimile, by such Persons persons as, at the actual date of the execution of such Security, shall be the proper Officers officers of the Company, although at the date of such Security or of the execution of this Indenture any such Person person was not such Officerofficer.

Execution of Securities. The Securities shall be signed in the name and on behalf of the Company by two Officers thereof. Such signatures upon the Securities facsimile signature of its Chairman of the Board of Directors, President or one of its Vice-Presidents and by the facsimile signature of its Treasurer or one of its Assistant Treasurers, under its corporate seal which may be the manual affixed thereto or facsimile signatures of the present or any future such Officers and may be imprinted printed, engraved or otherwise reproduced on the Securities. The seal of the Companythereon, if anyby facsimile or otherwise, is and which need not required to appear on the Securities, but if it does so appear it may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securitiesattested. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, manually signed executed by the TrusteeTrustee or the Authenticating Agent, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the holder is entitled to the benefits of this Indenture. In case any Officer officer of the Company who shall have signed any of the Securities shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by the TrusteeTrustee or the Authenticating Agent, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities had not ceased to be such Officer officer of the Company; and any Security may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such Security, shall be the proper Officers officers of the Company, although at the date of such Security or of the execution of this Indenture any such Person person was not such Officeran officer.

Execution of Securities. The Securities shall be signed in facsimile in the name and on behalf of the Company Corporation by two Officers thereof. Such signatures upon the Securities Chief Executive Officer, Vice Chairman, President or any Vice President of the Corporation, under its corporate seal (which may be the manual or facsimile signatures of the present or any future such Officers and may be imprinted printed, engraved or otherwise reproduced on the Securities. The seal of the Companythereon, if anyby facsimile or otherwise), is not required to appear on the Securities, but if it does so appear it may be in the form of a facsimile thereof and may be impressed, affixed, imprinted attested by its Secretary or otherwise reproduced on the Securitiesan Assistant Secretary. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recitedset forth in Section 2.02, manually signed executed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company Corporation shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the holder is entitled to the benefits of this Indenture. In case any Officer officer of the Company Corporation who shall have signed any of the Securities Securities, shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the CompanyCorporation, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities had not ceased to be such Officer officer of the CompanyCorporation; and any Security may be signed on behalf of the Company Corporation by such Persons persons as, at the actual date of the execution of such Security, Security shall be the proper Officers officers of the CompanyCorporation, although at the date of such Security or of the execution of this Indenture any such Person person was not such Officeran officer.

Execution of Securities. The Securities and, if applicable, each Coupon appertaining thereto shall be signed on behalf of the Company Issuer by two Officers thereofthe Chairman, the President or any Vice President which may, but need not, be attested and under the corporate seal. Such signatures upon the Securities may be the manual or facsimile signatures of the present or any future such Officers and may be imprinted or otherwise reproduced on the Securitiesofficers. The seal of the Company, if any, is not required to appear on the Securities, but if it does so appear it Issuer may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Only Typographical and other minor errors or defects in any such Securities as reproduction of the seal or any such signature shall bear thereon a certificate not affect the validity or enforceability of authentication substantially in the form hereinbefore recited, manually signed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderby the Trustee. In case any Officer officer of the Company Issuer who shall have signed any of the Securities or Coupons, if any, shall cease to be such Officer officer before the Securities Security or Coupon so signed (or the Security to which the Coupon so signed appertains) shall have been be authenticated and delivered by the Trustee, Trustee or disposed of by the CompanyIssuer, such Securities Security or Coupon nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities Security or Coupon had not ceased to be such Officer officer of the CompanyIssuer; and any Security or Coupon may be signed on behalf of the Company Issuer by such Persons persons as, at the actual date of the execution of such SecuritySecurity or Coupon, shall be the proper Officers officers of the CompanyIssuer, although at the date of such Security or of the execution and delivery of this Indenture any such Person person was not such Officeran officer.

Execution of Securities. The Securities shall be signed in the name of and on behalf of the Company by two Officers thereofboth (a) its chairman, vice chairman, president, any vice president, chief executive officer or chief financial officer and (b) its chief financial officer, chief operating officer, treasurer, any assistant treasurer, its secretary or any assistant secretary, under its corporate seal which may, but need not, be attested. Such signatures upon the Securities may be the manual or facsimile signatures of the present or any future such Officers and may be imprinted or otherwise reproduced on the Securitiesofficers. The seal of the Company, if any, is not required to appear on the Securities, but if it does so appear it Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on thereon. Typographical and other minor errors or defects in any such reproduction of the Securities. Only seal or any such Securities as signature shall bear thereon a certificate not affect the validity or enforceability of authentication substantially in the form hereinbefore recited, manually signed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderby the Trustee. In case any Officer officer of the Company who shall have signed any of the Securities shall cease to be such Officer officer before the Securities Security so signed shall have been be authenticated and delivered by or on behalf of the Trustee, Trustee or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities had not ceased to be such Officer officer of the Company; and any Security may be signed on behalf of the Company by such Persons as, at the actual date of the original execution of such Security, shall be the proper Officers officers of the Company, although at the date of such Security or of the original execution and delivery of this Indenture Indenture, or at the date of such Security, any such Person was not such Officeran officer.

Execution of Securities. The Securities shall be signed on behalf executed manually or in facsimile, by an officer and the Secretary or an Assistant Secretary of the Company by two Officers thereof. Such signatures upon the Securities Corporation under its corporate seal, which may be the manual affixed thereto or facsimile signatures of the present or any future such Officers and may be imprinted printed, engraved or otherwise reproduced on the Securities. The seal of the Companythereon, if any, is not required to appear on the Securities, but if it does so appear it may be in the form of a by facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securitiesotherwise. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recitedrecited herein, manually signed executed by the TrusteeTrustee manually by an authorized officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by of authentication of the Trustee upon any Security executed by the Company Corporation shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the Holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any Officer officer of the Company Corporation who shall have signed any of the Securities (manually or in facsimile) shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the CompanyCorporation, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities had not ceased to be such Officer officer of the Company; and Corporation. Also, any Security may be signed on behalf of the Company Corporation by such Persons as, at as on the actual date of the execution of such Security, Security shall be the proper Officers officers of the CompanyCorporation, although at the date of such Security or of the execution of this Indenture or on the nominal date of such Security any such Person was not such Officerofficer.

Execution of Securities. The Securities shall be signed in the name and on behalf of the Company by two Officers thereof. Such signatures upon the Securities may be the manual or facsimile signatures signature of its Chairman of the present Board of Directors (if an executive officer), President or any future such Officers one of its Vice Presidents and may by the manual or facsimile signature of its Treasurer, one of its Assistant Treasurers, Secretary or one of its Assistant Secretaries, by facsimile or otherwise, and which need not be imprinted or otherwise reproduced on the Securities. The seal of the Company, if any, is not required to appear on the Securities, but if it does so appear it may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securitiesattested. Only such Securities as shall bear thereon a certificate Certificate of authentication Authentication substantially in the form hereinbefore recited, manually signed executed by the TrusteeTrustee or the Authenticating Agent, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the Holder is entitled to the benefits of this Indenture. In case any Officer officer of the Company who shall have signed any of the Securities shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by the TrusteeTrustee or the Authenticating Agent, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities had not ceased to be such Officer officer of the Company; and any Security may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such Security, shall be the proper Officers officers of the Company, although at the date of such Security or of the execution of this Indenture any such Person person was not such Officeran officer.

Execution of Securities. The Securities shall be signed on behalf of the Company by two Officers thereof. Such signatures upon the Securities may be the manual or facsimile signatures of the present or any future such Officers and may be imprinted or otherwise reproduced on the Securities. The seal of the Company, if anymanually or in facsimile, is not required to appear on the Securities, but if it does so appear it may be in the form by any Officer or one of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securitiesits Assistant Corporate Secretaries. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recitedrecited herein, executed by or on behalf of the Trustee manually signed by the Trusteean authorized officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any Officer officer of the Company who shall have signed any of the Securities Securities, manually or in facsimile, shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities had not ceased to be such Officer officer of the Company; and any Security may be signed on behalf of the Company Company, manually or in facsimile, by such Persons persons as, at the actual date of the execution of such Security, shall be the proper Officers officers of the Company, although at the date of such Security or of the execution of this Indenture any such Person person was not such Officerofficer.

Execution of Securities. The Securities and Coupons appertaining thereto, if any, shall be signed on behalf of the Company by two Officers thereofits Chairman, President, Chief Executive Officer, any Executive Vice President, Senior Vice President or Vice President and by its Secretary or any Assistant Secretary under its corporate seal. Such signatures upon the Securities may be the manual or facsimile signatures of the present or any future such Officers authorized officers and may be imprinted or otherwise reproduced on the SecuritiesSecurities and such Coupons. The seal of the Company, if any, is not required to appear on the Securities, but if it does so appear it Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the SecuritiesSecurities and such Coupons. Only such Securities as shall bear thereon a Trustee's certificate of authentication substantially in the form hereinbefore recitedprovided in Section 2.04 (or Section 2.12, if applicable), signed manually signed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such The Trustee's certificate by the Trustee upon of authentication on any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder. In case any Officer officer of the Company who shall have signed any of the Securities or such Coupons shall cease to be such Officer officer before the Securities or such Coupons so signed shall have been authenticated by the Trustee and delivered by the Trustee, or disposed of by the Company, such Securities and such Coupons nevertheless may be authenticated and delivered or disposed of as though the Person officer who signed such Securities and such Coupons had not ceased to be such Officer officer of the Company; and any Security may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Security, shall be the proper Officers of the Company, although at the date of such Security or of the execution of this Indenture any such Person was not such Officer.any

Execution of Securities. The Securities and Coupons appertaining thereto, if any, shall be signed on behalf of the Company (i) by two Officers thereofits Chairman, President, Chief Executive Officer, or any Vice President and (ii) by its Secretary or any Assistant Secretary. Such signatures upon the Securities may be the manual or facsimile signatures of the present or any future such Officers authorized officers and may be imprinted or otherwise reproduced on the Securities. The seal of the Company, if any, is not required to appear on the Securities, but if it does so appear it may be in the form of a facsimile thereof Securities and may be impressed, affixed, imprinted or otherwise reproduced on the Securitiessuch Coupons. Only such Securities as shall bear thereon a Trustee’s certificate of authentication substantially in the form hereinbefore recitedprovided in Section 2.04 (or Section 2.12, if applicable), signed manually signed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such The Trustee’s certificate by the Trustee upon of authentication on any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder. In case any Officer officer of the Company who shall have signed any of the Securities or such Coupons shall cease to be such Officer officer before the Securities or such Coupons so signed shall have been authenticated by the Trustee and delivered by the Trustee, or disposed of by the Company, such Securities and such Coupons nevertheless may be authenticated and delivered or disposed of as though the Person officer who signed such Securities and such Coupons had not ceased to be such Officer officer of the Company; and any Security or such Coupons may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such SecuritySecurity or such Coupons, shall be the proper Officers officers of the Company, although at the date of such Security or such Coupons or of the execution of this Indenture any such Person was not such Officerofficer.

Execution of Securities. The Securities shall be signed on behalf of the Company by two Officers thereof. Such signatures upon the Securities may be the manual or facsimile signatures of the present or any future such Officers and may be imprinted or otherwise reproduced on the Securities. The seal of the Companyeach Coupon ----------------------- appertaining thereto, if any, is not required to appear on shall be executed manually or in facsimile, by any two of the SecuritiesChairman of the Board, but if it does so appear it Chief Executive Officer, the President, any Vice President, the Secretary, any Assistant Secretary, the Chief Financial officer, the Treasurer or any Assistant Treasurer of the Company under its corporate seal (except in the case of Coupons), which may be in the form of a facsimile thereof and may be impressedaffixed thereto or printed, affixed, imprinted engraved or otherwise reproduced on the Securitiesthereon, by facsimile or otherwise. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form hereinbefore recitedrecited herein, manually signed executed by the TrusteeTrustee manually by an authorized officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by of authentication of the Trustee upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunderhereunder and that the Holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any Officer officer of the Company who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such Officer officer before the Securities or Coupons so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities or Coupons had not ceased to be such Officer officer of the Company; and . Also, any Security or Coupon may be signed on behalf of the Company by such Persons as, at as on the actual date of the execution of such Security, Security or Coupon shall be the proper Officers officers of the Company, although at the date of such Security or of the execution of this Indenture or on the nominal date of such Security any such Person was not such Officerofficer.

Execution of Securities. The Securities and, if applicable, each Coupon appertaining thereto shall be signed on behalf of the Company Issuer by two Officers thereofan officer of the Issuer and on behalf of the Guarantor, by an officer of the Guarantor, under their respective corporate seals (except in the case of Coupons) which may, but need not, be attested. Such signatures upon the Securities may be the manual or facsimile signatures of the present or any future such Officers and may be imprinted or otherwise reproduced on the Securitiesofficers. The seal of the Company, if any, is not required to appear on the Securities, but if it does so appear it may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Only Typographical and other minor errors or defects in any such Securities as reproduction of the seal or any such signature shall bear thereon a certificate not affect the validity or enforceability of authentication substantially in the form hereinbefore recited, manually signed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderby the Trustee. In case any Officer officer of the Company Issuer or of the Guarantor, as the case may be, who shall have signed any of the Securities or Coupons, if any, shall cease to be such Officer officer before the Securities Security or Coupon so signed (or the Security to which the Coupon so signed appertains) shall have been be authenticated and delivered by the Trustee, Trustee or disposed of by the CompanyIssuer, such Securities Security or Coupon nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities Security or Coupon had not ceased to be such Officer officer of the CompanyIssuer or of the Guarantor, as the case may be; and any Security or Coupon may be signed on behalf of the Company Issuer or of the Guarantor, as the case may be, by such Persons persons as, at the actual date of the execution of such SecuritySecurity or Coupon, shall be the proper Officers officers of the CompanyIssuer or of the Guarantor, as the case may be, although at the date of such Security or of the execution and delivery of this Indenture any such Person person was not such Officeran officer.

Execution of Securities. The Securities shall be signed in the name and on behalf of the Company by two Officers thereof. Such signatures upon the Securities may be the manual or facsimile signatures signature of the present its Chief Executive Officer, President or any future such Officers one of its Vice-Presidents and may be imprinted attested by the manual or facsimile signature of its Secretary or one of its Assistant Secretaries, under its corporate seal which may be affixed thereto or printed, engraved or otherwise reproduced on the Securities. The seal of the Companythereon, if anyby facsimile or otherwise, is and which need not required to appear on the Securities, but if it does so appear it may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securitiesattested. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, manually signed executed by the TrusteeTrustee or the Authenticating Agent, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the holder is entitled to the benefits of this Indenture. In case any Officer officer of the Company who shall have signed any of the Securities shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by the TrusteeTrustee or the Authenticating Agent, or disposed of by the Company, such Securities nevertheless may be authenticated authenti cated and delivered or disposed of as though the Person person who signed such Securities had not ceased to be such Officer officer of the Company; and any Security may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such Security, shall be the proper Officers officers of the Company, although at the date of such Security or of the execution of this Indenture any such Person person was not such Officeran officer.

Execution of Securities. The Securities shall be signed on behalf of the Company Issuer by two Officers thereofboth (a) the chairman of its Board of Directors or any vice chairman of its Board of Directors or its president or any vice president and (b) by its treasurer or any assistant treasurer or its secretary or any assistant secretary, under its corporate seal which may, but need not, be attested. Such signatures upon the Securities may be the manual or facsimile signatures of the present or any future such Officers and may be imprinted or otherwise reproduced on the Securitiesofficers. The seal of the Company, if any, is not required to appear on the Securities, but if it does so appear it Issuer may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Only Typographical and other minor errors or defects in any such Securities as reproduction of the seal or any such signature shall bear thereon a certificate not affect the validity or enforceability of authentication substantially in the form hereinbefore recited, manually signed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderby the Trustee. In case any Officer officer of the Company Issuer who shall have signed any of the Securities shall cease to be such Officer officer before the Securities Security so signed shall have been be authenticated and delivered by the Trustee, Trustee or disposed of by the CompanyIssuer, such Securities Security nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities Security had not ceased to be such Officer officer of the CompanyIssuer; and any Security may be signed on behalf of the Company Issuer by such Persons persons as, at the actual date of the execution of such Security, shall be the proper Officers officers of the CompanyIssuer, although at the date of such Security or of the execution and delivery of this Indenture any such Person person was not such Officeran officer. If the Issuer shall establish pursuant to Section 2.03 that the Securities of a series are to be issued in the form of one or more Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with this Section and the Issuer Order with respect to such series, authenticate and deliver one or more Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series having the same terms issued and not yet canceled, (ii) shall be registered in the name of the Depositary for such Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions and (iv) shall bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of such Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary." Each Depositary designated pursuant to Section 2.03 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. Notwithstanding any other provision of this Section 2.05, unless and until it is exchanged in whole or in part for Securities in definitive form, a Global Security representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Securities of a series represented by one or more Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Securities or if at any time the Depositary for such Securities shall no longer be eligible under this Section 2.05, the Issuer shall appoint a successor Depositary eligible under this Section 2.05 with respect to such Securities. If a successor Depositary eligible under this Section 2.05 for such Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.03 that such Securities be represented by one or more Global Securities shall no longer be effective and the Issuer will execute, and the Trustee, upon receipt of an Officers' Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities in exchange for such Global Security or Securities. The Issuer may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event the Issuer will execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities, in exchange for such Global Security or Securities. If specified by the Issuer pursuant to Section 2.03 with respect to Securities represented by a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities of the same series in definitive registered form on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Trustee shall authenticate and deliver, without service charge, (i) to the Person specified by such Depositary a new Security or Securities of the same series, of any authorized denominations as requested by such Person, in an aggregate principal amount equal to and in exchange for such Person's beneficial interest in the Global Security; and (ii) to such Depositary a new Global Security in a denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities authenticated and delivered pursuant to clause (i) above. Upon the exchange of a Global Security for Securities in definitive registered form without coupons, in authorized denominations, such Global Security shall be canceled by the Trustee or an agent of the Issuer or the Trustee. Securities in definitive registered form without coupons issued in exchange for a Global Security pursuant to this Section 2.05 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or an agent of the Issuer or the Trustee. The Trustee or such agent shall deliver such Securities to or as directed by the Persons in whose names such Securities are so registered.

Execution of Securities. The Securities shall be signed on behalf executed manually or in facsimile, by any two of the Chairman of the Board, Chief Executive Officer, the President, any Vice President, the Secretary, the Chief Financial officer, or the Treasurer of the Company by two Officers thereof. Such signatures upon the Securities under its corporate seal, which may be the manual affixed thereto or facsimile signatures of the present or any future such Officers and may be imprinted printed, engraved or otherwise reproduced on the Securities. The seal of the Companythereon, if any, is not required to appear on the Securities, but if it does so appear it may be in the form of a by facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securitiesotherwise. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recitedrecited herein, manually signed executed by the TrusteeTrustee manually by an authorized officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by of authentication of the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the Holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any Officer officer of the Company who shall have signed any of the Securities (manually or in facsimile) shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities had not ceased to be such Officer officer of the Company; and . Also, any Security may be signed on behalf of the Company by such Persons as, at as on the actual date of the execution of such Security, Security shall be the proper Officers officers of the Company, although at the date of such Security or of the execution of this Indenture or on the nominal date of such Security any such Person was not such Officerofficer.

Execution of Securities. The Securities shall be signed in the name and on behalf of the Company by two Officers thereof. Such signatures upon the Securities may be the manual or facsimile signatures of two Officers of the present or any future such Officers and Company (which may be imprinted printed, engraved or otherwise reproduced on the Securities. The seal of the Companythereon, if any, is not required to appear on the Securities, but if it does so appear it may be in the form of a by facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securitiesotherwise). Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, manually signed executed by the Trustee, shall be entitled to the benefits ben efits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the Holder is entitled to the benefits of this Indenture. In case any Officer of the Company who shall have signed any of the Securities shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities had not ceased to be such Officer officer of the Company; and any Security may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such Security, shall be the proper Officers officers of the Company, although at the date of such Security or of the execution of this Indenture any such Person person was not such Officeran officer.

Execution of Securities. The Securities and, if applicable, each Coupon appertaining thereto shall be signed on behalf of the Company Corporation by two Officers thereofboth (a) the chairman of its Board of Directors or its president or any vice president and (b) its treasurer or any assistant treasurer or its secretary or any assistant secretary, under its corporate seal (except in the case of Coupons) which may, but need not, be attested. Such signatures upon the Securities may be the manual or facsimile signatures of the present or any future such Officers and may be imprinted or otherwise reproduced on the Securitiesofficers. The seal of the Company, if any, is not required to appear on the Securities, but if it does so appear it Corporation may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Only Typographical and other minor errors or defects in any such Securities as reproduction of the seal or any such signature shall bear thereon a certificate not affect the validity or enforceability of authentication substantially in the form hereinbefore recited, manually signed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderby the Trustee. In case any Officer officer of the Company Corporation who shall have signed any of the Securities or Coupons, if any, shall cease to be such Officer officer before the Securities Security or Coupon so signed (or the Security to which the Coupon so signed appertains) shall have been be authenticated and delivered by the Trustee, Trustee or disposed of by the CompanyCorporation, such Securities Security or Coupon nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities Security or Coupon had not ceased to be such Officer officer of the CompanyCorporation; and any Security or Coupon may be signed on behalf of the Company Corporation by such Persons as, at the actual date of the execution of such SecuritySecurity or Coupon, shall be the proper Officers officers of the CompanyCorporation, although at the date of such Security or of the execution and delivery of this Indenture any such Person was not such Officeran officer.

Execution of Securities. The Securities and, if applicable, each Coupon appertaining thereto shall be signed on behalf of the Company Issuer by two Officers thereofany officer of the Issuer duly authorized by the Board to execute Securities or, if applicable, Coupons, which Securities or Coupons may, but need not, be attested. Such signatures upon the Securities may be the manual or facsimile signatures of the present or any future such Officers and may be imprinted officers. Minor errors or otherwise reproduced on defects in any such reproduction of any such signature shall not affect the Securities. The seal validity or enforceability of the Company, if any, is not required to appear on the Securities, but if it does so appear it may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, manually signed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder. by the Trustee In case any Officer officer of the Company Issuer who shall have signed any of the Securities or Coupons, if any, pursuant to his or her authorization to do so, shall cease to be such Officer officer, or such authorization shall be withdrawn, before the Securities Security or Coupon so signed (or the Security to which the Coupon so signed appertains) shall have been be authenticated and delivered by the Trustee, Trustee or disposed of by the CompanyIssuer, such Securities Security or Coupon nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities Security or Coupon had not ceased to be such Officer of officer or the Companyauthorization to sign such Security or Coupon had not been withdrawn; and any Security or Coupon may be signed on behalf of the Company Issuer by such Persons any two persons as, at the actual date of the execution of such SecuritySecurity or Coupon, shall be the proper Officers of the Companyauthorized to do so, although at the date of such Security or of the execution and delivery of this Indenture any such Person person was not such Officerso authorized.

Execution of Securities. The Securities and, if applicable, each Coupon appertaining thereto shall be signed on behalf of the Company Issuer by any two Officers thereofAuthorized Signatories of the Issuer authorized to execute Securities or, if applicable, Coupons, which Securities or Coupons may, but need not, be attested. Such signatures upon the Securities may be the manual manual, facsimile or facsimile electronic signatures in accordance with the requirements of Sections 12.09 and 12.10 hereof of the present or any future such Officers and may be imprinted Authorized Signatory. Minor errors or otherwise reproduced on defects in any such reproduction of any such signature shall not affect the Securities. The seal validity or enforceability of the Company, if any, is not required to appear on the Securities, but if it does so appear it may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, manually signed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderby the Trustee. In case any Officer Authorized Signatory of the Company Issuer who shall have signed any of the Securities or Coupons, if any, pursuant to such Person’s authorization to do so, shall cease to be an Authorized Signatory, or such Officer authorization shall be withdrawn, before the Securities Security or Coupon so signed (or the Security to which the Coupon so signed appertains) shall have been be authenticated and delivered by the Trustee, Trustee or disposed of by the CompanyIssuer, such Securities Security or Coupon nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities Security or Coupon had not ceased to be such Officer of Authorized Signatory or the Companyauthorization to sign such Security or Coupon had not been withdrawn; and any Security or Coupon may be signed on behalf of the Company Issuer by such Persons any two Authorized Signatories as, at the actual date of the execution of such SecuritySecurity or Coupon, shall be authorized by the proper Officers of the CompanyIssuer to do so, although at the date of such Security or of the execution and delivery of this Indenture any such Person person was not such Officerso authorized.

Execution of Securities. The Securities shall be signed on behalf of the Company, manually or in facsimile, by its Chairman of the Board or any Vice Chairman of the Board, or its President or any Vice Chairman or any Vice President of the Company (whether or not designated by two Officers thereof. Such signatures upon a number or word or words added before or after the Securities title Vice President) and by its Treasurer or an Assistant Treasurer or its Secretary or an Assistant Secretary under its corporate seal, which may be the manual affixed thereto or facsimile signatures of the present or any future such Officers and may be imprinted printed, engraved or otherwise reproduced on the Securities. The seal of the Companythereon, if any, is not required to appear on the Securities, but if it does so appear it may be in the form of a by facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securitiesotherwise. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recitedrecited herein, executed by or on behalf of the Trustee manually signed by the Trusteean authorized officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any Officer officer of the Company who shall have signed any of the Securities Securities, manually or in facsimile, shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities had not ceased to be such Officer officer of the Company; and any Security may be signed on behalf of the Company Company, manually or in facsimile, by such Persons persons as, at the actual date of the execution of such Security, shall be the proper Officers officers of the Company, although at the date of such Security or of the execution of this Indenture any such Person person was not such Officerofficer.

Execution of Securities. The Securities shall be signed in facsimile in the name and on behalf of the Company Corporation by two Officers thereof. Such signatures upon the Securities President or any Vice President of the Corporation, under its corporate seal (which may be the manual or facsimile signatures of the present or any future such Officers and may be imprinted printed, engraved or otherwise reproduced on the Securities. The seal of the Companythereon, if anyby facsimile or otherwise), is not required to appear on the Securities, but if it does so appear it may be in the form of a facsimile thereof and may be impressed, affixed, imprinted attested by its Secretary or otherwise reproduced on the Securitiesan Assistant Secretary. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recitedset forth in Section 2.02, manually signed executed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company Corporation shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the holder is entitled to the benefits of this Indenture. In case any Officer officer of the Company Corporation who shall have signed any of the Securities Securities, shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the CompanyCorporation, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities had not ceased to be such Officer officer of the CompanyCorporation; and any Security may be signed on behalf of the Company Corporation by such Persons persons as, at the actual date of the execution of such Security, Security shall be the proper Officers officers of the CompanyCorporation, although at the date of such Security or of the execution of this Indenture any such Person person was not such Officeran officer.

Execution of Securities. The Securities and, if ----------------------- applicable, the Coupons appertaining thereto, shall be signed in the name and on behalf of the Company by two Officers thereof. Such signatures upon the Securities may be the manual or facsimile signatures signature of its President, its Chairman of the present Board, its Senior Vice President, Finance, or any future such Officers its Senior Vice President-Corporate Treasury and Global Funding Operation, under its corporate seal (which may be imprinted printed, engraved or otherwise reproduced on thereon, by facsimile or otherwise) attested by the Securities. The seal Secretary or any Assistant Secretary of the Company, if any, is not required to appear on the Securities, but if it does so appear it may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore herein recited, manually signed executed by the Trustee, shall be entitled to the benefits of this Third Amended and Restated Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the holder is entitled to the benefits of this Third Amended and Restated Indenture. In case any Officer officer of the Company who shall have signed any of the Securities or Coupons, if any, shall cease to be such Officer officer before the Securities or Coupons so signed (or the Securities to which the Coupons so signed appertain) shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities or Coupons had not ceased to be such Officer officer of the Company; and any Security or Coupon may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such SecuritySecurity or Coupon, shall be the proper Officers officers of the Company, although at the date of such Security or of the execution of this Third Amended and Restated Indenture any such Person was not such Officeran officer.

Execution of Securities. The Securities and coupons appertaining thereto, if any, shall be signed on behalf of the Company by two Officers thereofits Chairman or its Vice Chairman or its President or its Chairman of the Executive Committee or any Vice President and by its Secretary or any Assistant Secretary under its corporate seal. Such signatures upon the Securities may be the manual or facsimile signatures of the present or any future such Officers authorized officers and may be imprinted or otherwise reproduced on the SecuritiesSecurities and such coupons. The seal of the Company, if any, is not required to appear on the Securities, but if it does so appear it Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the SecuritiesSecurities and such coupons. Only such Securities as shall bear thereon a Trustee's certificate of authentication substantially in the form hereinbefore recitedprovided in Section 2.03, signed manually signed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such The Trustee's certificate by the Trustee upon of authentication on any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder. In case any Officer officer of the Company who shall have signed any of the Securities or such coupons shall cease to be such Officer officer before the Securities or such coupons so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities had not ceased to be such Officer of the Company; and any Security may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Security, shall be the proper Officers of the Company, although at the date of such Security or of the execution of this Indenture any such Person was not such Officer.have

Execution of Securities. The Securities shall be signed in the name and on behalf of the Company by two Officers thereof. Such signatures upon the Securities may be the manual or facsimile signatures signature of its Chairman of the present Board, its President and Chief Executive Officer, its Chief Operating Officer or any future such Officers of its Vice Presidents and may be imprinted by its Chief Financial Officer and Treasurer or otherwise reproduced on the Securities. The seal of the Company, if any, is not required to appear on the Securities, but if it does so appear it may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securitiesits Secretary. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore herein recited, manually signed executed by the TrusteeTrustee by the manual signature of an authorized officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the holder is entitled to the benefits of this Indenture. In case any Officer officer of the Company who shall have signed any of the Securities shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities had not ceased to be such Officer officer of the Company; and any Security may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such Security, shall be the proper Officers officers of the Company, although at the date of such Security or of the execution of this Indenture any such Person person was not such Officeran officer.

Execution of Securities. The Securities shall be signed on behalf executed manually or in facsimile, by an officer and the Secretary or an Assistant Secretary of the Company by two Officers thereof. Such signatures upon the Securities under its corporate seal, which may be the manual affixed thereto or facsimile signatures of the present or any future such Officers and may be imprinted printed, engraved or otherwise reproduced on the Securities. The seal of the Companythereon, if any, is not required to appear on the Securities, but if it does so appear it may be in the form of a by facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securitiesotherwise. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recitedrecited herein, manually signed executed by the TrusteeTrustee manually by an authorized officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by of authentication of the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the Holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any Officer officer of the Company who shall have signed any of the Securities (manually or in facsimile) shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities had not ceased to be such Officer officer of the Company; and . Also, any Security may be signed on behalf of the Company by such Persons as, at as on the actual date of the execution of such Security, Security shall be the proper Officers officers of the Company, although at the date of such Security or of the execution of this Indenture or on the nominal date of such Security any such Person was not such Officerofficer.

Execution of Securities. The Securities and, if applicable, each Coupon appertaining thereto shall be signed on behalf of the Company Issuer by two Officers thereofthe chairman of the board of directors, the president, any vice president or the treasurer of the Administrative Managing General Partner, under its corporate seal (except in the case of Coupons) which may, but need not, be attested. Such signatures upon the Securities may be the manual or facsimile signatures of the present or any future such Officers and may be imprinted chairman or otherwise reproduced on the Securitiesofficers. The seal of the Company, if any, is not required to appear on the Securities, but if it does so appear it Administrative Managing General Partner may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Only Typographical and other minor errors or defects in any such Securities as reproduction of the seal or any such signature shall bear thereon a certificate not affect the validity or enforceability of authentication substantially in the form hereinbefore recited, manually signed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderby the Trustee. In case any Officer officer of the Company Administrative Managing General Partner who shall have signed any of the Securities or Coupons, if any, shall cease to be such Officer officer before the Securities Security or Coupon so signed (or the Security to which the Coupon so signed appertains) shall have been be authenticated and delivered by the Trustee, Trustee or disposed of by the CompanyIssuer, such Securities Security or Coupon nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities Security or Coupon had not ceased to be such Officer officer of the CompanyAdministrative Managing General Partner; and any Security or Coupon may be signed on behalf of the Company Administrative Managing General Partner by such Persons persons as, at the actual date of the execution of such SecuritySecurity or Coupon, shall be the proper Officers officers of the CompanyAdministrative Managing General Partner, although at the date of such Security or of the execution and delivery of this Indenture any such Person person was not such Officeran officer.

Execution of Securities. The Securities shall be signed in the name and on behalf of the Company by, and the Guarantees endorsed thereon shall be signed on behalf of the Company Guarantor by, the facsimile signature of its Chairman of the Board of Directors, President, one of its Managing Directors or one of its Vice-Presidents and by two Officers thereof. Such signatures upon the Securities facsimile signature of its Treasurer or one of its Assistant Treasurers, under its corporate seal which may be the manual affixed thereto or facsimile signatures of the present or any future such Officers and may be imprinted printed, engraved or otherwise reproduced on the Securities. The seal of the Companythereon, if anyby facsimile or otherwise, is and which need not required to appear on the Securities, but if it does so appear it may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securitiesattested. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, manually signed executed by the TrusteeTrustee or the Authenticating Agent, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent upon any Security executed by the Company and the Guarantor shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the holder is entitled to the benefits of this Indenture. In case any Officer officer of the Company or the Guarantor who shall have signed any of the Securities shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by the TrusteeTrustee or the Authenticating Agent, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities had not ceased to be such Officer officer of the CompanyCompany or the Guarantor, as the case may be; and any Security may be signed on behalf of the Company or the Guarantor by such Persons as, at the actual date of the execution of such Security, shall be the proper Officers officers of the CompanyCompany or the Guarantor, as the case may be, although at the date of such Security or of the execution of this Indenture any such Person person was not such Officeran officer.

Execution of Securities. The Securities shall be signed in the name and on behalf of the Company by two Officers thereof. Such signatures upon the Securities may be the manual or facsimile signatures signature of its Chairman of the present Board of Directors (if an executive officer), its Chief Executive Officer, its President, one of its Executive Vice Presidents or any future such Officers one of its Vice Presidents and may by the manual or facsimile signature of its Chief Financial Officer, its Treasurer, one of its Assistant Treasurers, Secretary or one of its Assistant Secretaries, by facsimile or otherwise, and which need not be imprinted or otherwise reproduced on the Securities. The seal of the Company, if any, is not required to appear on the Securities, but if it does so appear it may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securitiesattested. Only such Securities as shall bear thereon a certificate Certificate of authentication Authentication substantially in the form hereinbefore recited, manually signed executed by the TrusteeTrustee or the Authenticating Agent, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderhereunder and that the Holder is entitled to the benefits of this Indenture. In case any Officer officer of the Company who shall have signed any of the Securities shall cease to be such Officer officer before the Securities so signed shall have been authenticated and delivered by the TrusteeTrustee or the Authenticating Agent, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities had not ceased to be such Officer officer of the Company; and any Security may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such Security, shall be the proper Officers officers of the Company, although at the date of such Security or of the execution of this Indenture any such Person person was not such Officeran officer.

Execution of Securities. The Securities and each Coupon appertaining thereto, if any, shall be signed on behalf of the Company Issuer by two Officers thereofany Officer of the Issuer, under its corporate seal (except in the case of Coupons) which may, but need not, be attested. Such signatures upon the Securities may be the manual or facsimile signatures of the present or any future such Officers and may be imprinted or otherwise reproduced on the Securitiesofficers. The seal of the Company, if any, is not required to appear on the Securities, but if it does so appear it Issuer may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Only Typographical and other minor errors or defects in any such Securities as reproduction of the seal or any such signature shall bear thereon a certificate not affect the validity or enforceability of authentication substantially in the form hereinbefore recited, manually signed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunderby the Trustee. In case any Officer officer of the Company Issuer who shall have signed any of the Securities or Coupons, if any, shall cease to be such Officer officer before the Securities Security or Coupon so signed (or the Security to which the Coupon so signed appertains) shall have been be authenticated and delivered by the Trustee, Trustee or disposed of by the CompanyIssuer, such Securities Security or Coupon nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities Security or Coupon had not ceased to be such Officer officer of the CompanyIssuer; and any Security or Coupon may be signed on behalf of the Company Issuer by such Persons persons as, at the actual date of the execution of such SecuritySecurity or Coupon, shall be the proper Officers officers of the CompanyIssuer, although at the date of such Security or of the execution and delivery of this Indenture any such Person person was not such Officeran officer.