Common use of Execution of Debt Securities Clause in Contracts

Execution of Debt Securities. The Debt Securities shall be signed on behalf of the Partnership by the Chairman of the Board, the President or a Vice President of the General Partner and, if the seal of the General Partner is reproduced thereon, it shall be attested by its Secretary, an Assistant Secretary, a Treasurer or an Assistant Treasurer. Such signatures upon the Debt Securities may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt Securities. The seal of the General Partner, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually 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 Debt Security executed by the General Partner on behalf of the Partnership shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder. In case any officer of the General Partner who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Partnership, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the General Partner; and any Debt Security may be signed on behalf of the General Partner by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General Partner, although at the date of such Debt Security or of the execution of this Indenture any such Person was not such officer.

Execution of Debt Securities. The Debt Securities shall be signed on behalf of the Partnership Company by the its Chairman of the Board, the its Vice Chairman, its President or a Vice President of the General Partner and, if the seal of the General Partner is reproduced thereon, it shall be attested and by its Secretary, an Assistant Secretary, a Treasurer or an Assistant Treasurer. Such signatures upon the Debt Securities may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt Securities. The seal of the General PartnerCompany, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually 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 Debt Security executed by the General Partner on behalf of the Partnership Company shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder. In case any officer of the General Partner Company who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the PartnershipCompany, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the General PartnerCompany; and any Debt Security may be signed on behalf of the General Partner Company by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General PartnerCompany, although at the date of such Debt Security or of the execution of this Indenture any such Person was not such officer.

Execution of Debt Securities. The Debt Securities shall be signed on behalf of the Partnership Company by the Chairman of the Board, the President Chief Executive Officer, the President, the Chief Financial Officer or a Vice President of the General Partner Company and, if the seal of the General Partner Company is reproduced thereon, it shall be attested by its Secretary, an Assistant Secretary, a Treasurer or an Assistant Treasurer. Such signatures upon the Debt Securities may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt Securities. The seal of the General PartnerCompany, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually 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 Debt Security executed by the General Partner Company on behalf of the Partnership Company shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder. In case any officer of the General Partner Company who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the PartnershipCompany, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the General PartnerCompany; and any Debt Security may be signed on behalf of the General Partner Company by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General PartnerCompany, although at the date of issuance of such Debt Security or of the execution of this Indenture any such Person was not such officer.

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

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

Execution of Debt Securities. The Debt Securities shall be signed on behalf of the Partnership by the Chairman one of the Board, the President or a Vice President its Officers and on behalf of the General Partner Finance Corporation by one of its Officers and, if the seal of the General Partner either Issuer is reproduced thereon, it shall be attested by its (or, so long as the Partnership is a partnership, its general partner’s) Secretary, an Assistant Secretary, a Treasurer or an Assistant Treasurer. Such signatures upon the Debt Securities may be the manual or facsimile signatures of the present or any future such authorized officers Officers and may be imprinted or otherwise reproduced on the Debt Securities. The seal of the General Partneran Issuer, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually 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 Debt Security executed by the General Partner on behalf of the Partnership and Finance Corporation shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder. In case any officer Officer of the General Partner an Issuer who shall have signed any of the Debt Securities shall cease to be such officer Officer before the Debt Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the PartnershipIssuers, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the General PartnerOfficer; and any Debt Security may be signed on behalf of the General Partner Issuers by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers Officers of the General PartnerIssuers, although at the date of such Debt Security or of the execution of this Indenture any such Person was not such officerOfficer.

Execution of Debt Securities. The Debt Securities shall be signed in the name and on behalf of the Partnership Company by the Chairman of the Board, the President or a Vice President of the General Partner and, if the seal of the General Partner is reproduced thereon, it shall be attested by its Secretary, an Assistant Secretary, a Treasurer or an Assistant Treasurer. Such signatures upon the Debt Securities may be the manual or facsimile signatures signature of its Chairman of the present Board of Directors, Vice Chairman, President, one of its Managing Directors or any future such authorized officers one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents and by the manual or facsimile signature of its Secretary, one of its Assistant Secretaries, its Treasurer or one of its Assistant Treasurers, under its corporate seal which may be imprinted affixed thereto or printed, engraved or otherwise reproduced on the Debt Securities. The seal of the General Partnerthereon, if anyby facsimile or otherwise, may and which need not be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securitiesattested. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore herein before recited, signed manually executed by the TrusteeTrustee or the Authenticating Agent 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 or the Authenticating Agent upon any Debt Security executed by the General Partner on behalf of the Partnership Company shall be conclusive evidence that the Debt 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 General Partner Company who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the TrusteeTrustee or the Authenticating Agent, or disposed of by the PartnershipCompany, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the General PartnerCompany; and any Debt Security may be signed on behalf of the General Partner Company by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General PartnerCompany, although at the date of such Debt Security or of the execution of this Indenture any such Person person was not such an officer.

Execution of Debt Securities. The Debt Securities shall be signed on behalf of the Partnership Company by the Chairman of the Board, the President or a Vice President of the General Partner Company and, if the seal of the General Partner Company is reproduced thereon, it shall be attested by its Secretary, an Assistant Secretary, a Treasurer or an Assistant Treasurer. Such signatures upon the Debt Securities may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt Securities. The seal of the General PartnerCompany, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually 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 Debt Security executed by the General Partner on behalf of the Partnership Company shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder. In case any officer of the General Partner Company who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the PartnershipCompany, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the General PartnerCompany; and any Debt Security may be signed on behalf of the General Partner Company by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General PartnerCompany, although at the date of such Debt Security or of the execution of this Indenture any such Person was not such officer.

Execution of Debt Securities. The Debt Securities shall be signed on behalf of the Partnership by the Chairman of the Board, the President or a Vice President of the General Partner and, if the seal of the General Partner is reproduced thereon, it shall be attested by its Secretary, an Assistant Secretary, a Treasurer or an Assistant TreasurerPartner. Such signatures upon the Debt Securities may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt Securities. The seal of the General PartnerPartnership, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually 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 Debt Security executed by the General Partner on behalf of the Partnership shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder. In case any officer of the General Partner who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Partnership, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the General Partner; and any Debt Security may be signed on behalf of the General Partner Partnership by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General Partner, Partner although at the date of such Debt Security or of the execution of this Indenture any such Person was not such officer.

Execution of Debt Securities. The Debt Securities and the Coupons, if any, shall be signed on behalf of the Partnership Company by the its Chairman of the Board, the its Vice Chairman, its President or a Vice President of the General Partner and, if the seal of the General Partner is reproduced thereon, it shall be attested and by its Secretary, an Assistant Secretary, a Treasurer or an Assistant Treasurer. Such signatures upon the Debt Securities and Coupons may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt SecuritiesSecurities and Coupons. The seal of the General PartnerCompany, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt SecuritiesSecurities and Coupons. Only such Debt Securities and Coupons as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually 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 Debt Security or Coupon executed by the General Partner on behalf of the Partnership Company shall be conclusive evidence that the Debt Security or Coupon so authenticated has been duly authenticated and delivered hereunder. In case any officer of the General Partner Company who shall have signed any of the Debt Securities or Coupons shall cease to be such officer before the Debt Securities or Coupons so signed shall have been authenticated and delivered by the Trustee, or disposed of by the PartnershipCompany, such Debt Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities or Coupons had not ceased to be such officer of the General PartnerCompany; and any Debt Security or Coupon may be signed on behalf of the General Partner Company by such Persons as, at the actual date of the execution of such Debt SecuritySecurity or Coupon, shall be the proper 24 officers of the General PartnerCompany, although at the date of such Debt Security or Coupon or of the execution of this Indenture any such Person was not such officer.

Execution of Debt Securities. The Debt Securities shall be signed on behalf of the Partnership by the Chairman of the Board, the President or a Vice President of the General Partner and, if the seal of the General Partner is reproduced thereon, it shall be attested by its the Secretary, an Assistant Secretary, a Treasurer or an Assistant TreasurerTreasurer of the General Partner. Such signatures upon the Debt Securities may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt Securities. The seal of the General Partner, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually 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 Debt Security executed by the General Partner on behalf of the Partnership shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder. In case any officer of the General Partner who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Partnership, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the General Partner; and any Debt Security may be signed on behalf of the General Partner by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General Partner, although at the date of such Debt Security or of the execution of this Indenture any such Person was not such officer.

Execution of Debt Securities. The Debt Securities shall be signed on behalf of the Partnership Issuer by the its Chairman of the Board, the President its Vice Chairman, its Chief Executive Officer, its President, its Chief Financial Officer or a Vice President of the General Partner and, if the seal of the General Partner is reproduced thereon, it shall be attested and by its Chief Accounting Officer, Secretary, an Assistant Secretary, a Treasurer or an Assistant Treasurer, as applicable. Such signatures upon the Debt Securities may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt Securities. The seal of the General PartnerIssuer, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recitedset forth in Section 2.02, signed manually or by facsimile 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 Debt Security executed by the General Partner on behalf of the Partnership Issuer shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder. In case any officer of the General Partner Issuer who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the PartnershipIssuer, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the General PartnerIssuer; and any Debt Security may be signed on behalf of the General Partner Issuer by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General PartnerIssuer, although at the date of such Debt Security or of the execution of this Indenture any such Person was not such officer.

Execution of Debt Securities. The Debt Securities shall be signed on behalf of the Partnership Company by the its Chairman of the Board, the its Vice Chairman, its President or a Vice President of the General Partner and, if the seal of the General Partner is reproduced thereon, it shall be attested and by its Secretary, an Assistant Secretary, a Treasurer or an Assistant Treasurer. Such signatures upon the Debt Securities may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt Securities. The seal of the General PartnerCompany, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually by an authorized officer 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 Debt Security executed by the General Partner on behalf of the Partnership Company shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder. In case any officer of the General Partner Company who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the PartnershipCompany, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the General PartnerCompany; and any Debt Security may be signed on behalf of the General Partner Company by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General PartnerCompany, although at the date of such Debt Security or of the execution of this Indenture any such Person was not such officer.

Execution of Debt Securities. The Debt Securities shall be signed in the name and on behalf of the Partnership Company by the Chairman of the Board, the President or a Vice President of the General Partner and, if the seal of the General Partner is reproduced thereon, it shall be attested by its Secretary, an Assistant Secretary, a Treasurer or an Assistant Treasurer. Such signatures upon the Debt Securities may be the manual or facsimile signatures signature of its Chairman of the present Board of Directors, Vice Chairman, President, one of its Managing Directors or any future such authorized officers one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents and by the manual or facsimile signature of its Secretary, one of its Assistant Secretaries, its Treasurer or one of its Assistant Treasurers, under its corporate seal which may be imprinted affixed thereto or printed, engraved or otherwise reproduced on the Debt Securities. The seal of the General Partnerthereon, if anyby facsimile or otherwise, may and which need not be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securitiesattested. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore herein before recited, signed manually executed by the TrusteeTrustee or the Authenticating Agent by the manual signature of an authorized signer, 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 Debt Security executed by the General Partner on behalf of the Partnership Company shall be conclusive evidence that the Debt 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 General Partner Company who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the TrusteeTrustee or the Authenticating Agent, or disposed of by the PartnershipCompany, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the General PartnerCompany; and any Debt Security may be signed on behalf of the General Partner Company by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General PartnerCompany, although at the date of such Debt Security or of the execution of this Indenture any such Person person was not such an officer. Every Debt Security shall be dated the date of its authentication.

Execution of Debt Securities. The Debt Securities shall be signed on behalf of the Partnership by the Chairman of the Board, the President or a Vice President of the General Partner and on behalf of Finance Co by its Chairman of the Board, the President or a Vice President and, if the seal of the General Partner or Finance Co is reproduced thereon, it shall be attested by its Secretary, an Assistant Secretary, a Treasurer or an Assistant TreasurerTreasurer of the General Partner or Finance Co, as applicable. Such signatures upon the Debt Securities may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt Securities. The seal of the General Partner, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually by the Trustee, shall be entitled to the benefits of this the Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Debt Security executed by the General Partner on behalf of the Partnership and Finance Co, as applicable, shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder. In case any officer of the General Partner or Finance Co who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the PartnershipIssuers, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the General PartnerPartner or Finance Co; and any Debt Security may be signed on behalf of the General Partner or Finance Co by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General PartnerPartner or Finance Co, as applicable, although at the date of such Debt Security or of the execution of this Indenture any such Person was not such officer.

Execution of Debt Securities. The Debt Securities shall be signed on behalf of the Partnership each Issuer by the Chairman of the BoardChief Executive Officer, the President or a Vice President of the General Partner such Issuer and, if the seal of the General Partner an Issuer is reproduced thereon, it shall be attested by its Secretary, an Assistant Secretary, a Treasurer or an Assistant Treasurer. Such signatures upon the Debt Securities may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt Securities. The seal of the General Partneran Issuer, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually 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 Debt Security executed by the General Partner on behalf of the Partnership each Issuer shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder. In case any officer Officer of the General Partner an Issuer who shall have signed any of the Debt Securities shall cease to be such officer Officer before the Debt Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Partnershipan Issuer, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Debt Securities had not ceased to be such officer of the General PartnerOfficer; and any Debt Security may be signed on behalf of the General Partner an Issuer by such Persons persons as, at the actual date of the execution of such Debt Security, shall be the proper officers Officers of the General Partnersuch Issuer, although at the date of such Debt Security or of the execution of this Indenture any such Person person was not such officerOfficer.

Execution of Debt Securities. The Debt Securities shall be signed on behalf of the Partnership by the Chairman of the Board, the President or a Vice President one authorized Officer of the General Partner and, if the seal of the General Partner is reproduced thereon, it shall be attested by its Secretary, an Assistant Secretary, a Treasurer or an Assistant TreasurerPartner. Such signatures upon the Debt Securities may be the manual or facsimile signatures of the present or any future such authorized officers Officer and may be imprinted or otherwise reproduced on the Debt Securities. The No seal of any party shall be required in connection with the General Partner, if any, may be in the form execution or delivery of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the any Debt Securities. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually 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 Debt Security executed by the General Partner on behalf of the Partnership shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder. In case any officer of the General Partner Officer who shall have signed any of the Debt Securities shall cease to be such officer hold that office before the Debt Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Partnership, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be hold such officer of the General Partneroffice; and any Debt Security may be signed on behalf of the General Partner Partnership by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers Officers of the General Partner, although at the date of such Debt Security or of the execution of this Indenture any such Person was did not hold such officeroffice.

Execution of Debt Securities. The Debt Securities shall be signed on behalf of the Partnership by the Chairman of the Board, the President or a Vice President of the General Partner andPartner, if the seal and shall be signed on behalf of PNG Finance by its Chairman of the General Partner is reproduced thereonBoard, it shall be attested by its Secretary, an Assistant Secretary, President or a Treasurer or an Assistant TreasurerVice President. Such signatures upon the Debt Securities may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt Securities. The seal seals of the General PartnerIssuers, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities. Only such Debt Securities as shall bear thereon a certificate Certificate of authentication Authentication substantially in the form hereinbefore recited, signed manually 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 Debt Security executed by the General Partner on behalf of the Partnership Issuers shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder. In case any officer of either of the General Partner or PNG Finance who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the PartnershipIssuers, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the General PartnerPartner or PNG Finance; and any Debt Security may be signed on behalf of the General Partner Issuers by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General PartnerPartner or PNG Finance, as applicable, although at the date of such Debt Security or of the execution of this Indenture any such Person was not such officer.

Execution of Debt Securities. The Debt Securities and the Coupons, if any, shall be signed on behalf of the Partnership Company by the its Chairman of the Board, the President or a its Vice President Chairman of the General Partner andBoard, if the seal of the General Partner is reproduced thereonits Chief Executive Officer, it shall be attested by its SecretaryPresident, an Assistant Secretaryits Chief Operating Officer, a Treasurer its Chief Financial Officer, its Secretary or an Assistant Treasurerany Vice President. Such signatures upon the Debt Securities and Coupons may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt SecuritiesSecurities and Coupons. The seal of the General PartnerCompany, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt SecuritiesSecurities and Coupons. Only such Debt Securities and Coupons as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually 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 Debt Security or Coupon executed by the General Partner on behalf of the Partnership Company shall be conclusive evidence that the Debt Security or Coupon so authenticated has been duly authenticated and delivered hereunder. In case any officer of the General Partner Company who shall have signed any of the Debt Securities or Coupons shall cease to be such officer before the Debt Securities or Coupons so signed shall have been authenticated and delivered by the Trustee, or disposed of by the PartnershipCompany, such Debt Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities or Coupons had not ceased to be such officer of the General PartnerCompany; and any Debt Security or Coupon may be signed on behalf of the General Partner Company by such Persons as, at the actual date of the execution of such Debt SecuritySecurity or Coupon, shall be the proper officers of the General PartnerCompany, although at the date of such Debt Security or Coupon or of the execution of this Indenture any such Person was not such officer.

Execution of Debt Securities. The Debt Securities shall be signed on behalf (either manually or by facsimile or other electronic signature) by any two authorized directors or officers of the Partnership by Company holding office at the Chairman time of the Board, the President or a Vice President of the General Partner and, if the seal of the General Partner is reproduced thereon, it shall be attested by its Secretary, an Assistant Secretary, a Treasurer or an Assistant Treasurersigning. Such signatures upon the Debt Securities may be the manual manual, facsimile or facsimile other electronic signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt Securities. The seal of the General Partner, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed (either manually or by facsimile or other electronic signature) by the Appropriate Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Appropriate Trustee upon any Debt Security executed by the General Partner on behalf of the Partnership Company shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder. In case any officer of the General Partner Company who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the Appropriate Trustee, or disposed of by the PartnershipCompany, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the General PartnerCompany; and any Debt Security may be signed on behalf of the General Partner Company by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General PartnerCompany, although at the date of such Debt Security or of the execution of this Indenture any such Person was not such officer.

Execution of Debt Securities. The Debt Securities shall ---------------------------- be signed on behalf of the Partnership by the Chairman of the Board, the President or a Vice President of the Managing General Partner andPartner, if the seal and shall be signed on behalf of PAA Finance by its Chairman of the General Partner is reproduced thereonBoard, it shall be attested by its Secretary, an Assistant Secretary, President or a Treasurer or an Assistant TreasurerVice President. Such signatures upon the Debt Securities may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt Securities. The seal seals of the General PartnerIssuers, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually by the Trustee, shall be entitled to the benefits of this the Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Debt Security executed by the General Partner on behalf of the Partnership Issuers shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder. In case any officer of either of the Managing General Partner or PAA Finance who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the PartnershipIssuers, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the Managing General PartnerPartner or PAA Finance; and any Debt Security may be signed on behalf of the General Partner Issuers by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the Managing General PartnerPartner or PAA Finance, as applicable, although at the date of such Debt Security or of the execution of this the Indenture any such Person was not such officer.

Execution of Debt Securities. The Debt Securities shall be signed in the name and on behalf of the Partnership Company by the Chairman of the Board, the President or a Vice President of the General Partner and, if the seal of the General Partner is reproduced thereon, it shall be attested by its Secretary, an Assistant Secretary, a Treasurer or an Assistant Treasurer. Such signatures upon the Debt Securities may be the manual or facsimile signatures signature of its Chairman of the present Board of Directors, Vice Chairman, President or any future such authorized officers and Chief Financial Officer or one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents, under its corporate seal (if legally required) which may be imprinted affixed thereto or printed, engraved or otherwise reproduced on the Debt Securities. The seal of the General Partnerthereon, if anyby facsimile or otherwise, may and which need not be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securitiesattested. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore herein before recited, signed manually executed by the TrusteeTrustee or the Authenticating Agent 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 or the Authenticating Agent upon any Debt Security executed by the General Partner on behalf of the Partnership Company shall be conclusive evidence that the Debt 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 General Partner Company who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the TrusteeTrustee or the Authenticating Agent, or disposed of by the PartnershipCompany, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the General PartnerCompany; and any Debt Security may be signed on behalf of the General Partner Company by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General PartnerCompany, although at the date of such Debt Security or of the execution of this Indenture any such Person person was not such an officer. Every Debt Security shall be dated the date of its authentication.

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

Execution of Debt Securities. The Debt Securities shall be signed on behalf of the Partnership by the Chairman of the Board, the President or a Vice President of the General Partner andPartner, if the seal and shall be signed on behalf of EOTT Finance by its Chairman of the General Partner is reproduced thereonBoard, it shall be attested by its Secretary, an Assistant Secretary, President or a Treasurer or an Assistant TreasurerVice President. Such signatures upon the Debt Securities may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt Securities. The seal seals of the General PartnerIssuers, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually by the Trustee, shall be entitled to the benefits of this the Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Debt Security executed by the General Partner on behalf of the Partnership Issuers shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder. In case any officer of either of the General Partner or EOTT Finance who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the PartnershipIssuers, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the General PartnerPartner or EOTT Finance; and any Debt Security may be signed on behalf of the General Partner Issuers by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General PartnerPartner or EOTT Finance, as applicable, although at the date of such Debt Security or of the execution of this the Indenture any such Person was not such officer.

Execution of Debt Securities. The Debt Securities shall be signed on behalf by at least one Officer of each of the Partnership Issuers by the Chairman of the Board, the President or a Vice President of the General Partner and, if the seal of the General Partner is reproduced thereon, it shall be attested by its Secretary, an Assistant Secretary, a Treasurer or an Assistant Treasurer. Such signatures upon the Debt Securities may be the manual or facsimile signatures signature of the such present or any future such authorized officers Officers and may be imprinted or otherwise reproduced on the Debt Securities. The seal If the seals of the General PartnerIssuers is reproduced thereon, the seals shall be attested by the Issuers’ Secretary, Assistant Secretary, Treasurer or Assistant Treasurer. The seals, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities. In case any Officer who shall have signed any of the Debt Securities shall cease to be such Officer before the Debt Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Issuers, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such Officer; and any Debt Security may be signed on behalf of the Issuers by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper Officers of the Issuers, although at the date of such Debt Security or of the execution of this Indenture any such Person was not such Officer. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually 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 Debt Security executed by the General Partner on behalf of the Partnership Issuers shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder. In case any officer of the General Partner who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Partnership, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the General Partner; and any Debt Security may be signed on behalf of the General Partner by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General Partner, although at the date of such Debt Security or of the execution of this Indenture any such Person was not such officer.

Execution of Debt Securities. The Debt Securities shall be signed on behalf of the Partnership Company by the Chairman of the BoardChief Executive Officer, the President or a Vice President of the General Partner Company and, if the seal of the General Partner Company is reproduced thereon, it shall be attested by its Secretary, an Assistant Secretary, a Treasurer or an Assistant Treasurer. Such signatures upon the Debt Securities may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt Securities. The seal of the General PartnerCompany, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually 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 Debt Security executed by the General Partner on behalf of the Partnership Company shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder. In case any officer of the General Partner Company who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the PartnershipCompany, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the General PartnerCompany; and any Debt Security may be signed on behalf of the General Partner Company by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General PartnerCompany, although at the date of such Debt Security or of the execution of this Indenture any such Person was not such officer.

Execution of Debt Securities. The Debt Securities shall be signed on behalf of the Partnership Company by the its Chairman of the Board, the President its Vice Chairman, its Chief Executive Officer, its President, any Vice President, its Treasurer, its Corporate Controller or a Vice President of the General Partner and, if the seal of the General Partner is reproduced thereon, it shall be attested by its Secretary, an Assistant Secretary, a Treasurer or an Assistant Treasurer. Such signatures upon the Debt Securities may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt Securities. The seal of the General PartnerCompany, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually 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 Debt Security executed by the General Partner on behalf of the Partnership Company shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder. In case any officer of the General Partner Company who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the PartnershipCompany, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the General PartnerCompany; and any Debt Security may be signed on behalf of the General Partner Company by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General PartnerCompany, although at the date of such Debt Security or of the execution of this Indenture any such Person was not such officer.

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

Execution of Debt Securities. The Debt Securities shall be signed in the name and on behalf of the Partnership Company by the manual or facsimile signature of its Chairman of the Board, its Vice Chairman of the Board, or President or a Vice President of the General Partner andand by its Treasurer or its Secretary or an Assistant Treasurer or Assistant Secretary, if the under its corporate seal of the General Partner is (which may be printed, engraved or otherwise reproduced thereon, it shall be attested by its Secretary, an Assistant Secretary, a Treasurer facsimile or an Assistant Treasurer. Such signatures upon the Debt Securities may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt Securities. The seal of the General Partner, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securitiesotherwise). Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore herein recited, signed manually 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 Debt Security executed by the General Partner on behalf of the Partnership Company shall be conclusive evidence that the Debt 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 General Partner Company who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the TrusteeTrustee or the Authenticating Agent, or disposed of by the PartnershipCompany, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Debt Securities had not ceased to be such officer of the General PartnerCompany; and any Debt Security may be signed on behalf of the General Partner Company by such Persons persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General PartnerCompany, although at the date of such Debt Security or of the execution of this Indenture any such Person person was not such an officer. SECTION 2.06.

Execution of Debt Securities. The Debt Securities shall be signed executed manually or by facsimile in the name and on behalf of the Partnership Company by the its Chairman of the BoardBoard of Directors, the President its President, one of its Vice Presidents, its Treasurer, its Secretary or a Vice President one of the General Partner and, if the seal of the General Partner is reproduced thereon, it shall be attested by its Secretary, an Assistant Secretary, a Treasurer or an Assistant Treasurer. Such signatures upon the Debt Securities may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt Securities. The seal of the General Partner, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt SecuritiesSecretaries. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually executed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or become obligatory for any purpose. Such certificate by the Trustee upon any Debt Security executed by the General Partner on behalf of the Partnership Company shall be conclusive evidence that the Debt 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 General Partner Company who shall have signed executed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed executed shall have been authenticated and delivered by the Trustee, or disposed of by the PartnershipCompany, such Debt Securities nevertheless shall be valid and binding and may be authenticated and delivered or disposed of as though the Person who signed executed such Debt Securities had not ceased to be such officer of the General PartnerCompany; and any Debt Security Securities may be signed executed on behalf of the General Partner Company by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General PartnerCompany, although at the date of such Debt Security or of the execution of this Indenture any such Person was not such an officer.. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Debt Securities of any series, properly created in accordance with Section 3.01 and executed by the Company, to the Trustee for authentication; and the Trustee shall authenticate and deliver such Debt Securities upon receipt of a Company Order. In the event that any other Person performs the Trustee’s duties as Authenticating Agent pursuant to a duly executed agreement, the Company shall notify the Trustee in writing of the issuance of any Debt Securities hereunder, such notice to be delivered in accordance with the provisions of Section 15.03 on the date such Debt Securities are delivered by the Company for authentication to such other Person. Prior to any such authentication and delivery, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, in addition to the Opinion of Counsel to be furnished to the Trustee pursuant to Sections 2.02 and 15.05 and the Officers’ Certificate relating to the issuance of any series of Debt Securities pursuant to Sections 15.05 and 3.01, Opinions of Counsel stating that:

Execution of Debt Securities. The Debt Securities shall be signed on behalf of the Partnership Issuer by the its Chairman of the Board, the its Vice Chairman, its President or a Vice President of the General Partner and, if the seal of the General Partner is reproduced thereon, it shall be attested and by its Secretary, an Assistant Secretary, a Treasurer or an Assistant Treasurer. Such signatures upon the Debt Securities may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt Securities. The seal of the General PartnerIssuer, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually 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 Debt Security executed by the General Partner on behalf of the Partnership Issuer shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder. In case any officer of the General Partner Issuer who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the PartnershipIssuer, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the General PartnerIssuer; and any Debt Security may be signed on behalf of the General Partner Issuer by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General PartnerIssuer, although at the date of such Debt Security or of the execution of this Indenture any such Person was not such officer.

Execution of Debt Securities. The Debt Securities shall be signed manually or in facsimile in the name and on behalf of the Partnership Company by the Chairman of the Board, the President or a Vice President Chairman of the General Partner andBoard, if the seal of President, any Vice President, the General Partner is reproduced thereon, it shall be attested by its Secretary, an Assistant Secretary, a Treasurer Chief Financial Officer or an Assistant the Treasurer. Such signatures upon the Debt Securities may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt Securities. The seal of the General Partner, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recitedprovided in Section 2.03, signed executed manually 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 Debt Security executed by the General Partner on behalf of the Partnership Company shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder. In case any officer of the General Partner Company who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the PartnershipCompany, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such an officer of the General PartnerCompany; and any Debt Security may be signed on behalf of the General Partner Company by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General PartnerCompany, although at the date of such Debt Security or of the execution of this Indenture any such Person was not such an officer.

Execution of Debt Securities. The Debt Securities shall be signed executed manually or by facsimile in the name and on behalf of the Partnership Company by the Chairman any of the Board, the President or a Vice President of the General Partner and, if the seal of the General Partner is reproduced thereon, it shall be attested by its Secretary, an Assistant Secretary, a Treasurer or an Assistant Treasurer. Such signatures upon the Debt Securities may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt Securities. The seal of the General Partner, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt SecuritiesResponsible Officers. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually executed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or become obligatory for any purpose. Such certificate by the Trustee upon any Debt Security executed by the General Partner on behalf of the Partnership Company shall be conclusive evidence that the Debt 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 General Partner Company who shall have signed executed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed executed shall have been authenticated and delivered by the Trustee, or disposed of by the PartnershipCompany, such Debt Securities nevertheless shall be valid and binding and may be authenticated and delivered or disposed of as though the Person who signed executed such Debt Securities had not ceased to be such officer of the General PartnerCompany; and any Debt Security Securities may be signed executed on behalf of the General Partner Company by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General PartnerCompany, although at the date of such Debt Security or of the execution of this Indenture any such Person was not such an officer.. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Debt Securities of any series, properly created in accordance with Section 3.1 and executed by the Company, to the Trustee for authentication; and the Trustee shall authenticate and deliver such Debt Securities upon receipt of a Company Order. In the event that any other Person performs the Trustee’s duties as Authenticating Agent pursuant to a duly executed agreement, the Company shall notify the Trustee in writing of the issuance of any Debt Securities hereunder, such notice to be delivered in accordance with the provisions of Section 17.3 on the date such Debt Securities are delivered by the Company for authentication to such other Person. Prior to any such authentication and delivery, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, in addition to the Opinion of Counsel to be furnished to the Trustee pursuant to Sections 2.2 and 17.5 and the Officers’ Certificate relating to the issuance of any series of Debt Securities pursuant to Sections 17.5 and 3.1, Opinions of Counsel stating that:

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

Execution of Debt Securities. The Debt Securities shall be signed on behalf of the Partnership by the Chairman each of the Board, the President or a Vice President Issuers by at least one of the General Partner and, if the seal of the General Partner is reproduced thereon, it shall be attested by its Secretary, an Assistant Secretary, a Treasurer or an Assistant TreasurerOfficers. Such signatures upon the Debt Securities may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt Securities. The seal of the General PartnerCompany, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually 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 Debt Security executed by the General Partner on behalf of each of the Partnership Issuers by at least one of its Officers shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder. In case any officer Officer of the General Partner either Issuer who shall have signed any of the Debt Securities shall cease to be such officer Officer before the Debt Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the PartnershipIssuers, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the General PartnerOfficer; and any Debt Security may be signed on behalf of the General Partner either Issuer by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers Officers of the General Partnersuch Issuer, although at the date of such Debt Security or of the execution of this Indenture any such Person was not such officerOfficer.

Execution of Debt Securities. The Debt Securities shall be signed in the name and on behalf of the Partnership Company by the Chairman of the Board, the President or a Vice President of the General Partner and, if the seal of the General Partner is reproduced thereon, it shall be attested by its Secretary, an Assistant Secretary, a Treasurer or an Assistant Treasurer. Such signatures upon the Debt Securities may be the manual or facsimile signatures signature of its Chairman of the present Board of Directors, Vice Chairman, President or any future such authorized officers and Chief Financial Officer or one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents, under its corporate seal which may be imprinted affixed thereto or printed, engraved or otherwise reproduced on the Debt Securities. The seal of the General Partnerthereon, if anyby facsimile or otherwise, may and which need not be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securitiesattested. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore herein before recited, signed manually executed by the TrusteeTrustee or the Authenticating Agent 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 or the Authenticating Agent upon any Debt Security executed by the General Partner on behalf of the Partnership Company shall be conclusive evidence that the Debt 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 General Partner Company who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the TrusteeTrustee or the Authenticating Agent, or disposed of by the PartnershipCompany, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the General PartnerCompany; and any Debt Security may be signed on behalf of the General Partner Company by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General PartnerCompany, although at the date of such Debt Security or of the execution of this Indenture any such Person person was not such an officer.

Execution of Debt Securities. The Debt Securities shall be signed in the name and on behalf of the Partnership Company by the Chairman of the Board, the President or a Vice President of the General Partner and, if the seal of the General Partner is reproduced thereon, it shall be attested by its Secretary, an Assistant Secretary, a Treasurer or an Assistant Treasurer. Such signatures upon the Debt Securities may be the manual or facsimile signatures signature of its Chairman of the present Board of Directors, Vice Chairman, President or any future such authorized officers Chief Financial Officer or one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents, by facsimile or otherwise, and may which need not be imprinted or otherwise reproduced on the Debt Securities. The seal of the General Partner, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securitiesattested. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore herein before recited, signed manually executed by the TrusteeTrustee or the Authenticating Agent 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 or the Authenticating Agent upon any Debt Security executed by the General Partner on behalf of the Partnership Company shall be conclusive evidence that the Debt 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 General Partner Company who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the TrusteeTrustee or the Authenticating Agent, or disposed of by the PartnershipCompany, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the General PartnerCompany; and any Debt Security may be signed on behalf of the General Partner Company by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General PartnerCompany, although at the date of such Debt Security or of the execution of this Indenture any such Person person was not such an officer. Every Debt Security shall be dated the date of its authentication.

Execution of Debt Securities. The Debt Securities shall be signed on behalf of the Partnership Company by the Chairman of the BoardBoard of Directors, the President President, or a Vice President of the General Partner Managing Member and, if the seal of the General Partner Managing Member is reproduced thereon, it shall be attested by its Secretary, an Assistant Secretary, a Treasurer Treasurer, or an Assistant Treasurer. Such signatures upon the Debt Securities may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt Securities. The seal of the General PartnerManaging Member, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted imprinted, or otherwise reproduced on the Debt Securities. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually 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 Debt Security executed by the General Partner Managing Member on behalf of the Partnership Company shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder. In case any officer of the General Partner Managing Member who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the PartnershipCompany, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the General PartnerManaging Member; and any Debt Security may be signed on behalf of the General Partner Managing Member by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General PartnerManaging Member, although at the date of such Debt Security or of the execution of this Indenture any such Person was not such officer.

Execution of Debt Securities. The Debt Securities shall be signed in the name and on behalf of the Partnership Company by the Chairman of the Board, the President or a Vice President of the General Partner and, if the seal of the General Partner is reproduced thereon, it shall be attested by its Secretary, an Assistant Secretary, a Treasurer or an Assistant Treasurer. Such signatures upon the Debt Securities may be the manual or facsimile signatures signature of its Chairman of the present Board of Directors, Vice Chairman, President or any future such authorized officers and Chief Financial Officer or one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents, under its corporate seal (if legally required) which may be imprinted affixed thereto or printed, engraved or otherwise reproduced on the Debt Securities. The seal of the General Partnerthereon, if anyby facsimile or otherwise, may and which need not be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securitiesattested. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore herein before recited, signed manually executed by the TrusteeIndenture Trustee or the Authenticating Agent 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 Indenture Trustee or the Authenticating Agent upon any Debt Security executed by the General Partner on behalf of the Partnership Company shall be conclusive evidence that the Debt 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 General Partner Company who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the TrusteeIndenture Trustee or the Authenticating Agent, or disposed of by the PartnershipCompany, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the General PartnerCompany; and any Debt Security may be signed on behalf of the General Partner Company by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General PartnerCompany, although at the date of such Debt Security or of the execution of this Indenture any such Person person was not such an officer. Every Debt Security shall be dated the date of its authentication.

Execution of Debt Securities. The Debt Securities ----------------------------- shall be signed on behalf of the Partnership Company by the its Chairman of the Board, the its Vice Chairman, its President or a Vice President of the General Partner and, if the seal of the General Partner is reproduced thereon, it shall be attested and by its Secretary, an Assistant Secretary, a Treasurer or an Assistant Treasurer. Such signatures upon the Debt Securities may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt Securities. The seal of the General PartnerCompany, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually by an authorized officer 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 Debt Security executed by the General Partner on behalf of the Partnership Company shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder. In case any officer of the General Partner Company who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the PartnershipCompany, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the General PartnerCompany; and any Debt Security may be signed on behalf of the General Partner Company by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General PartnerCompany, although at the date of such Debt Security or of the execution of this Indenture any such Person was not such officer.

Execution of Debt Securities. The Debt Securities shall be signed in the name and on behalf of the Partnership Company by the Chairman of the Board, the President or a Vice President of the General Partner and, if the seal of the General Partner is reproduced thereon, it shall be attested by its Secretary, an Assistant Secretary, a Treasurer or an Assistant Treasurer. Such signatures upon the Debt Securities may be the manual or facsimile signatures signature of its Chairman of the present Board of Directors, Vice Chairman, President or any future such authorized officers and Chief Financial Officer or one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents, under its corporate seal (if legally required) which may be imprinted affixed thereto or printed, engraved or otherwise reproduced on the Debt Securities. The seal of the General Partnerthereon, if anyby facsimile or otherwise, may and which need not be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securitiesattested. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore herein before recited, signed manually executed by the TrusteeTrustee or the Authenticating Agent 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 or the Authenticating Agent upon any Debt Security executed by the General Partner on behalf of the Partnership Company shall be conclusive evidence that the Debt 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 General Partner Company who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the TrusteeTrustee or the Authenticating Agent, or disposed of by the PartnershipCompany, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the General PartnerCompany; and any Debt Security may be signed on behalf of the General Partner Company by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General PartnerCompany, although at the date of such Debt Security or of the execution of this Indenture any such Person person was not such an officer. Every Debt Security shall be dated the date of its authentication.

Execution of Debt Securities. The Debt Securities and the Coupons, if any, shall be signed on behalf of the Partnership Company by the its Chairman of the Board, the President or its President, a Vice President of the General Partner and, if the seal of the General Partner is reproduced thereon, it shall be attested by its Secretary, an Assistant SecretaryPresident, a Treasurer or an Assistant TreasurerTreasurer and by its Secretary or an Assistant Secretary. Such signatures upon the Debt Securities and Coupons may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt Securities. The seal of the General Partner, if any, may be in the form of a facsimile thereof Securities and may be impressed, affixed, imprinted or otherwise reproduced on the Debt SecuritiesCoupons. Only such Debt Securities and Coupons as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually by the TrusteeTrustee or by any authenticating agent with respect to such Debt Securities, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate executed by the Trustee, or by any authenticating agent appointed by the Trustee with respect to such Debt Securities, upon any Debt Security or Coupon executed by the General Partner on behalf of the Partnership Company shall be conclusive evidence that the Debt Security or Coupon so authenticated has been duly authenticated and delivered hereunder. In case any officer of the General Partner Company who shall have signed any of the Debt Securities or Coupons shall cease to be such officer before the Debt Securities or Coupons so signed shall have been authenticated and delivered by the Trustee, or disposed of by the PartnershipCompany, such Debt Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities or Coupons had not ceased to be such officer of the General PartnerCompany; and any Debt Security or Coupon may be signed on behalf of the General Partner Company by such Persons as, at the actual date of the execution of such Debt SecuritySecurity or Coupon, shall be the proper officers of the General PartnerCompany, although at the date of such Debt Security or Coupon or of the execution of this Indenture any such Person was not such officer.

Execution of Debt Securities. The Debt Securities shall be signed in the name and on behalf of the Partnership Company by the Chairman of the Board, the President or a Vice President of the General Partner and, if the seal of the General Partner is reproduced thereon, it shall be attested by its Secretary, an Assistant Secretary, a Treasurer or an Assistant Treasurer. Such signatures upon the Debt Securities may be the manual or facsimile signatures signature of its Chairman of the present Board of Directors, Vice Chairman, President or any future such authorized officers Chief Financial Officer or one of its Executive Vice Presidents, by facsimile or otherwise, and may which need not be imprinted or otherwise reproduced on the Debt Securities. The seal of the General Partner, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securitiesattested. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore herein before recited, signed manually executed by the TrusteeTrustee or the Authenticating Agent 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 or the Authenticating Agent upon any Debt Security executed by the General Partner on behalf of the Partnership Company shall be conclusive evidence that the Debt 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 General Partner Company who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the TrusteeTrustee or the Authenticating Agent, or disposed of by the PartnershipCompany, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the General PartnerCompany; and any Debt Security may be signed on behalf of the General Partner Company by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General PartnerCompany, although at the date of such Debt Security or of the execution of this Indenture any such Person person was not such an officer.. Every Debt Security shall be dated the date of its authentication. SECTION

Execution of Debt Securities. The Debt Securities shall be signed in the name and on behalf of the Partnership Company by the Chairman of the Board, the President or a Vice President of the General Partner and, if the seal of the General Partner is reproduced thereon, it shall be attested by its Secretary, an Assistant Secretary, a Treasurer or an Assistant Treasurer. Such signatures upon the Debt Securities may be the manual or facsimile signatures signature of its Chairman of the present Board of Directors, Vice Chairman, President, one of its Managing Directors or any future such authorized officers one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents and by the manual or facsimile signature of its Secretary, one of its Assistant Secretaries, its Chief Financial Officer, its Treasurer or one of its Assistant Treasurers, under its corporate seal which may be imprinted affixed thereto or printed, engraved or otherwise reproduced on the Debt Securities. The seal of the General Partnerthereon, if anyby facsimile or otherwise, may and which need not be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securitiesattested. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore herein before recited, signed manually executed by the TrusteeTrustee or the Authenticating Agent by the manual signature of an authorized signatory, 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 Debt Security executed by the General Partner on behalf of the Partnership Company shall be conclusive evidence that the Debt 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 General Partner Company who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the TrusteeTrustee or the Authenticating Agent, or disposed of by the PartnershipCompany, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the General PartnerCompany; and any Debt Security may be signed on behalf of the General Partner Company by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General PartnerCompany, although at the date of such Debt Security or of the execution of this Indenture any such Person person was not such an officer.

Execution of Debt Securities. The Debt Securities shall be signed on behalf of the Partnership Company by the Chairman of the Board, the President or a Vice President of the General Partner and, if the seal of the General Partner is reproduced thereon, it shall be attested by its Secretary, an Assistant Secretary, a Treasurer or an Assistant TreasurerOfficer. Such signatures signature upon the Debt Securities may be the manual or facsimile signatures signature of the present or any future such authorized officers officer and may be imprinted or otherwise reproduced on the Debt Securities. The seal of the General PartnerCompany, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually 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 Debt Security executed by the General Partner Company on behalf of the Partnership Company shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder. In case any officer of the General Partner Company who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the PartnershipCompany, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the General PartnerCompany; and any Debt Security may be signed on behalf of the General Partner Company by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General PartnerCompany, although at the date of such Debt Security or of the execution of this Indenture any such Person was not such officer.

Execution of Debt Securities. The Debt Securities shall be signed on behalf of the Partnership by the Chairman of the Board, the President or a Vice President one Officer of the General Partner and, if the seal of the General Partner is reproduced thereon, it shall be attested by its Secretary, an Assistant Secretary, a Treasurer or an Assistant Treasurer. Such signatures upon the Debt Securities may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt Securities. The seal of the General Partner, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually 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 Debt Security executed by the General Partner on behalf of the Partnership shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder. In case any officer of the General Partner who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Partnership, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the General Partner; and any Debt Security may be signed on behalf of the General Partner by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General Partner, although at the date of such Debt Security or of the execution of this Indenture any such Person was not such officer.

Execution of Debt Securities. The Debt Securities shall be signed on behalf of the Partnership Company by the its Chairman of the Board, the its Vice Chairman, its President or a Vice President of the General Partner and, if the seal of the General Partner is reproduced thereon, it shall be attested (or any other officer performing similar functions) and by its Treasurer, Secretary, an Assistant Secretary, a Treasurer or an Assistant TreasurerSecretary (or any other officer performing similar functions). Such signatures upon the Debt Securities may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt Securities. The seal of the General PartnerCompany, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually by an authorized officer 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 Debt Security executed by the General Partner on behalf of the Partnership Company shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder. In case any officer of the General Partner Company who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the PartnershipCompany, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the General PartnerCompany; and any Debt Security may be signed on behalf of the General Partner Company by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General PartnerCompany, although at the date of such Debt Security or of the execution of this Indenture any such Person was not such officer.

Execution of Debt Securities. The Debt Securities shall be signed on behalf of the Partnership Company by the its Chairman of the Board, the its Vice Chairman, its President or a Vice President of the General Partner and, if the seal of the General Partner is reproduced thereon, it shall be attested and by its Secretary, an Assistant Secretary, a Treasurer or an Assistant Treasurer. Such signatures upon the Debt Securities may be the manual manual, facsimile or facsimile other electronic signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt Securities. The seal of the General PartnerCompany, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually 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 Debt Security executed by the General Partner on behalf of the Partnership Company shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder. In case any officer of the General Partner Company who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the PartnershipCompany, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the General PartnerCompany; and any Debt Security may be signed on behalf of the General Partner Company by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General PartnerCompany, although at the date of such Debt Security or of the execution of this Indenture any such Person was not such officer.

Execution of Debt Securities. The Debt Securities shall be signed on behalf of the Partnership Company by the its Chairman of the Board, the its President or a Vice President of the General Partner and, if the seal of the General Partner is reproduced thereon, it shall be attested and by its Secretary, an Assistant Secretary, a Treasurer or an Assistant Treasurer. Such signatures upon the Debt Securities may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt Securities. The seal of the General PartnerCompany, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually 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 Debt Security executed by the General Partner on behalf of the Partnership Company shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder. In case any officer of the General Partner Company who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the PartnershipCompany, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the General PartnerCompany; and any Debt Security may be signed on behalf of the General Partner Company by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General PartnerCompany, although at the date of such Debt Security or of the execution of this Indenture any such Person was not such officer.

Execution of Debt Securities. The Debt Securities shall be signed in the name and on behalf of the Partnership Company by the Chairman of the Board, the President or a Vice President of the General Partner and, if the seal of the General Partner is reproduced thereon, it shall be attested by its Secretary, an Assistant Secretary, a Treasurer or an Assistant Treasurer. Such signatures upon the Debt Securities may be the manual or facsimile signatures signature of its Chairman of the present Board of Directors, the President, one of its Executive Vice Presidents, one of its Senior Vice Presidents or one of its Vice Presidents and by the manual or facsimile signature of its Secretary, any future such authorized officers and Assistant Secretary, Treasurer or Controller, under its corporate seal which may be imprinted affixed thereto or printed, engraved or otherwise reproduced on the Debt Securities. The seal of the General Partnerthereon, if anyby facsimile or otherwise, may and which need not be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securitiesattested. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore herein before recited, signed manually executed by the TrusteeTrustee or the Authenticating Agent by the manual signature of an authorized signatory, 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 Debt Security executed by the General Partner on behalf of the Partnership Company shall be conclusive evidence that the Debt 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 General Partner Company who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the TrusteeTrustee or the Authenticating Agent, or disposed of by the PartnershipCompany, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the General PartnerCompany; and any Debt Security may be signed on behalf of the General Partner Company by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General PartnerCompany, although at the date of such Debt Security or of the execution of this Indenture any such Person person was not such an officer.

Execution of Debt Securities. The Debt Securities shall be signed on behalf of the Partnership by the Chairman of the Board, the President or a Vice President of the General Partner Partnership and, if the seal of the General Partner Partnership is reproduced thereon, it shall be attested by its Secretary, an Assistant Secretary, a Treasurer or an Assistant Treasurer. Such signatures upon the Debt Securities may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt Securities. The seal of the General PartnerPartnership, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually 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 Debt Security executed by the General Partner Partnership on behalf of the Partnership shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder. In case any officer of the General Partner Partnership who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Partnership, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the General PartnerPartnership; and any Debt Security may be signed on behalf of the General Partner Partnership by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General PartnerPartnership, although at the date of such Debt Security or of the execution of this Indenture any such Person was not such officer.

Execution of Debt Securities. The Debt Securities and the Coupons, if any, shall be signed on behalf of the Partnership Company by the its Chairman of the Board, the a Vice Chairman, its President or a Vice President of the General Partner and, if the seal of the General Partner is reproduced thereon, it shall be attested (or any other officer performing similar functions) and by its Secretary, an Assistant Secretary, a Treasurer or an Assistant TreasurerTreasurer (or any other officer performing similar functions). Such signatures upon the Debt Securities and Coupons may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt SecuritiesSecurities and Coupons. The seal of the General PartnerCompany, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt SecuritiesSecurities and Coupons. Only such Debt Securities and Coupons as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually 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 Debt Security or Coupon executed by the General Partner on behalf of the Partnership Company shall be conclusive evidence that the Debt Security or Coupon so authenticated has been duly authenticated and delivered hereunder. In case any officer of the General Partner Company who shall have signed any of the Debt Securities or Coupons shall cease to be such officer before the Debt Securities or Coupons so signed shall have been authenticated and delivered made available for delivery by the Trustee, or disposed of by the PartnershipCompany, such Debt Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Debt Securities or Coupons had not ceased to be such officer of the General PartnerCompany; and any Debt Security or Coupon may be signed on behalf of the General Partner Company by such Persons persons as, at the actual date of the execution of such Debt SecuritySecurity or Coupon, shall be the proper officers of the General PartnerCompany, although at the date of such Debt Security or Coupon or of the execution of this Indenture any such Person person was not such officer.

Execution of Debt Securities. The Debt Securities shall be signed on behalf of the Partnership by the Chairman of the Board, the President or a Vice President of the General Partner and, if the seal of the General Partner is reproduced thereon, it shall be attested by its Secretary, an Assistant Secretary, a Treasurer or an Assistant TreasurerPartner. Such signatures signature upon the Debt Securities may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt Securities. The seal seals of the General PartnerIssuer, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually by the Trustee, shall be entitled to the benefits of this the Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Debt Security executed by the General Partner on behalf of the Partnership Issuer shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder. In case any officer of either of the General Partner who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the PartnershipIssuer, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the General Partner; and any Debt Security may be signed on behalf of the General Partner Issuer by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General Partner, although at the date of such Debt Security or of the execution of this the Indenture any such Person was not such officer.

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

Execution of Debt Securities. The Debt Securities shall be signed on behalf of the Partnership Company by the Chairman of the Board, the Vice Chairman, the President or a Vice President of the General Partner Company and, if the seal of the General Partner Company is reproduced thereon, it shall be attested by its Secretary, an Assistant Secretary, a Treasurer or an Assistant Treasurer. Such signatures upon the Debt Securities may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt Securities. The seal of the General PartnerCompany, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually 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 Debt Security executed by the General Partner Company on behalf of the Partnership Company shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder. In case any officer of the General Partner Company who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the PartnershipCompany, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the General PartnerCompany; and any Debt Security may be signed on behalf of the General Partner Company by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General PartnerCompany, although at the date of such Debt Security or of the execution of this Indenture any such Person was not such officer.

Execution of Debt Securities. The Debt Securities and, if applicable, the Coupons appertaining thereto, shall be signed in the name and on behalf of the Partnership Company by the Chairman of the Board, the President or a Vice President of the General Partner and, if the seal of the General Partner is reproduced thereon, it shall be attested by its Secretary, an Assistant Secretary, a Treasurer or an Assistant Treasurer. Such signatures upon the Debt Securities may be the manual or facsimile signatures signature of any of its Presidents, its Chairman of the present Board of Directors, its Chief Financial Officer, or any future such authorized 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 Debt Securities. The seal manual or facsimile signature of the General Partner, if any, may be in Secretary or any Assistant Secretary of the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt SecuritiesCompany. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore herein recited, signed manually 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 Debt Security executed by the General Partner on behalf of the Partnership Company shall be conclusive evidence that the Debt 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 General Partner Company who shall have signed any of the Debt Securities or Coupons, if any, shall cease to be such officer before the Debt Securities or Coupons so signed (or the Debt Securities to which the Coupons so signed appertain) shall have been authenticated and delivered by the Trustee, or disposed of by the PartnershipCompany, such Debt Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities or Coupons had not ceased to be such officer of the General PartnerCompany; and any Debt Security or Coupon may be signed on behalf of the General Partner Company by such Persons as, at the actual date of the execution of such Debt SecuritySecurity or Coupon, shall be the proper officers of the General PartnerCompany, although at the date of such Debt Security or of the execution of this Indenture any such Person was not such an officer.

Execution of Debt Securities. The Debt Securities and the Coupons, if any, shall be signed on behalf of the Partnership Company by the its Chairman of the Board, the its Vice Chairman, its President or a Vice President of the General Partner and, if the seal of the General Partner is reproduced thereon, it shall be attested and by its Secretary, an Assistant Secretary, a Treasurer or an Assistant Treasurer. Such signatures upon the Debt Securities and Coupons may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt SecuritiesSecurities and Coupons. The seal of the General PartnerCompany, if any, may be in the form of a facsimile thereof and may be 24 impressed, affixed, imprinted or otherwise reproduced on the Debt SecuritiesSecurities and Coupons. Only such Debt Securities and Coupons as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually 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 Debt Security or Coupon executed by the General Partner on behalf of the Partnership Company shall be conclusive evidence that the Debt Security or Coupon so authenticated has been duly authenticated and delivered hereunder. In case any officer of the General Partner Company who shall have signed any of the Debt Securities or Coupons shall cease to be such officer before the Debt Securities or Coupons so signed shall have been authenticated and delivered by the Trustee, or disposed of by the PartnershipCompany, such Debt Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities or Coupons had not ceased to be such officer of the General PartnerCompany; and any Debt Security or Coupon may be signed on behalf of the General Partner Company by such Persons as, at the actual date of the execution of such Debt SecuritySecurity or Coupon, shall be the proper officers of the General PartnerCompany, although at the date of such Debt Security or Coupon or of the execution of this Indenture any such Person was not such officer.

Execution of Debt Securities. The Debt Securities shall be signed on behalf of the Partnership Company by the its Chairman of the Board, the President its Vice Chairman, its Chief Executive Officer, its President, its Chief Financial Officer or a Vice President of the General Partner and, if the seal of the General Partner is reproduced thereon, it shall be attested and by its Chief Accounting Officer, Secretary, an Assistant Secretary, a Treasurer or an Assistant Treasurer. Such signatures upon the Debt Securities may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt Securities. The seal of the General PartnerCompany, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually 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 Debt Security executed by the General Partner on behalf of the Partnership Company shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder. In case any officer of the General Partner Company who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the PartnershipCompany, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the General PartnerCompany; and any Debt Security may be signed on behalf of the General Partner Company by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General PartnerCompany, although at the date of such Debt Security or of the execution of this Indenture any such Person was not such officer.

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

Execution of Debt Securities. The Debt Securities shall be signed on behalf of the Partnership by the Chairman of the BoardChief Executive Officer, the President or a Vice President of the General Partner Partnership and, if the seal of the General Partner Partnership is reproduced thereon, it shall be attested by its Secretary, an Assistant Secretary, a Treasurer or an Assistant Treasurer. Such signatures upon the Debt Securities may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt Securities. The seal of the General PartnerPartnership, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually 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 Debt Security executed by the General Partner on behalf of the Partnership shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder. In case any officer of the General Partner Partnership who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Partnership, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the General PartnerPartnership; and any Debt Security may be signed on behalf of the General Partner Partnership by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General PartnerPartnership, although at the date of such Debt Security or of the execution of this Indenture any such Person was not such officer.

Execution of Debt Securities. The Debt Securities shall be signed on behalf of the Partnership Company by the its Chairman of the Board, the President its Vice Chairman, its Chief Executive Officer, its President, any Vice President, its Chief Financial Officer, its Treasurer, its Corporate Controller or a Vice President of the General Partner and, if the seal of the General Partner is reproduced thereon, it shall be attested by its Secretary, an Assistant Secretary, a Treasurer or an Assistant Treasurer. Such signatures upon the Debt Securities may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt Securities. The seal of the General PartnerCompany, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually 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 Debt Security executed by the General Partner on behalf of the Partnership Company shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder. In case any officer of the General Partner Company who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the PartnershipCompany, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the General PartnerCompany; and any Debt Security may be signed on behalf of the General Partner Company by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General PartnerCompany, although at the date of such Debt Security or of the execution of this Indenture any such Person was not such officer.

Execution of Debt Securities. The Debt Securities shall be signed in the name and on behalf of the Partnership Company by the Chairman of the Board, the President or a Vice President of the General Partner and, if the seal of the General Partner is reproduced thereon, it shall be attested by its Secretary, an Assistant Secretary, a Treasurer or an Assistant Treasurer. Such signatures upon the Debt Securities may be the manual or facsimile signatures signature of its Chairman of the present Board of Directors, Vice Chairman, President or any future such authorized officers and Chief Financial Officer or one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents, under its corporate seal (if legally required) which may be imprinted affixed thereto or printed, engraved or otherwise reproduced on the Debt Securities. The seal of the General Partnerthereon, if anyby facsimile or otherwise, may and which need not be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securitiesattested. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore herein before recited, signed manually executed by the TrusteeTrustee or the Authenticating Agent by the manual or facsimile 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 or the Authenticating Agent upon any Debt Security executed by the General Partner on behalf of the Partnership Company shall be conclusive evidence that the Debt 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 General Partner Company who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the TrusteeTrustee or the Authenticating Agent, or disposed of by the PartnershipCompany, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the General PartnerCompany; and any Debt Security may be signed on behalf of the General Partner Company by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General PartnerCompany, although at the date of such Debt Security or of the execution of this Indenture any such Person person was not such an officer. Every Debt Security shall be dated the date of its authentication.

Execution of Debt Securities. The Debt Securities shall be signed on behalf of the Partnership by the Chairman of the BoardBoard of Directors, the Chief Executive Officer, President or a Vice President of the Managing General Partner andPartner, if the seal and shall be signed on behalf of PAA Finance by its Chairman of the General Partner is reproduced thereonBoard of Directors, it shall be attested by its SecretaryChief Executive Officer, an Assistant Secretary, President or a Treasurer or an Assistant TreasurerVice President. Such signatures upon the Debt Securities may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt Securities. The seal seals of the General PartnerIssuers, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually by the Trustee, shall be entitled to the benefits of this the Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Debt Security executed by the General Partner on behalf of the Partnership Issuers shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder. In case any officer of either of the Managing General Partner or PAA Finance who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the PartnershipIssuers, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the Managing General PartnerPartner or PAA Finance; and any Debt Security may be signed on behalf of the General Partner Issuers by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the Managing General PartnerPartner or PAA Finance, as applicable, although at the date of such Debt Security or of the execution of this the Indenture any such Person was not such officer.

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

Execution of Debt Securities. The Debt Securities shall be signed on behalf of the Partnership by the Chairman of the Board, the President or a Vice President of the General Partner and, if the seal of the General Partner is reproduced thereon, it shall be attested by its Secretary, an Assistant Secretary, a Treasurer or an Assistant TreasurerPartner. Such signatures upon the Debt Securities may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt Securities. The seal of the General PartnerPartnership, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually 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 Debt Security executed by the General Partner on behalf of the Partnership shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder. In case any officer of the General Partner who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Partnership, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the General Partner; and any Debt Security may be signed on behalf of the General Partner Partnership by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General Partner, Partner although at the date of such Debt Security or of the execution of this Indenture any such Person was not such officer.. Senior Indenture 14

Execution of Debt Securities. The Debt Securities shall be signed in the name and on behalf of the Partnership Company by the Chairman of the Board, the President or a Vice President of the General Partner and, if the seal of the General Partner is reproduced thereon, it shall be attested by its Secretary, an Assistant Secretary, a Treasurer or an Assistant Treasurer. Such signatures upon the Debt Securities may be the manual or facsimile signatures signature of any of its Chairman of the present Board of Directors, Chief Executive Officer, Vice Chairman, President or any future such authorized officers and Chief Financial Officer or one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents, under its corporate seal (if legally required), which may be imprinted affixed thereto or printed, engraved or otherwise reproduced on the Debt Securities. The seal of the General Partnerthereon, if anyby facsimile or otherwise, may and which need not be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securitiesattested. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore herein before recited, signed manually executed by the TrusteeTrustee or the Authenticating Agent 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 or the Authenticating Agent upon any Debt Security executed by the General Partner on behalf of the Partnership Company shall be conclusive evidence that the Debt 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 of the General Partner Company who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the TrusteeTrustee or the Authenticating Agent, or disposed of by the PartnershipCompany, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the General PartnerCompany; and any Debt Security may be signed on behalf of the General Partner Company by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General PartnerCompany, although at the date of such Debt Security or of the execution of this Indenture any such Person person was not such an officer. Every Debt Security shall be dated the date of its authentication.

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

Execution of Debt Securities. The Debt Securities shall be signed in the name and on behalf of the Partnership Company by the Chairman of the Board, the President or a Vice President of the General Partner and, if the seal of the General Partner is reproduced thereon, it shall be attested by its Secretary, an Assistant Secretary, a Treasurer or an Assistant Treasurer. Such signatures upon the Debt Securities may be the manual or facsimile signatures signature of its Chairman of the present Board of Directors, Vice Chairman, President or any future such authorized officers Chief Financial Officer or one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents, by facsimile or otherwise, and may which need not be imprinted or otherwise reproduced on the Debt Securities. The seal of the General Partner, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securitiesattested. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore herein before recited, signed manually executed by the TrusteeTrustee or the Authenticating Agent 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 or the Authenticating Agent upon any Debt Security executed by the General Partner on behalf of the Partnership Company shall be conclusive evidence that the Debt 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 General Partner Company who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the TrusteeTrustee or the Authenticating Agent, or disposed of by the PartnershipCompany, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the General PartnerCompany; and any Debt Security may be signed on behalf of the General Partner Company by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General PartnerCompany, although at the date of such Debt Security or of the execution of this Indenture any such Person person was not such an officer.

Execution of Debt Securities. The Debt Securities shall be signed on behalf of the Partnership Company by the Chairman of the BoardBoard of Directors, the President or a Vice President of the General Partner Managing Member and, if the seal of the General Partner Managing Member is reproduced thereon, it shall be attested by its Secretary, an Assistant Secretary, a Treasurer or an Assistant Treasurer. Such signatures upon the Debt Securities may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt Securities. The seal of the General PartnerManaging Member, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually 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 Debt Security executed by the General Partner Managing Member on behalf of the Partnership Company shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder. In case any officer of the General Partner Managing Member who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the PartnershipCompany, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the General PartnerManaging Member; and any Debt Security may be signed on behalf of the General Partner Managing Member by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General PartnerManaging Member, although at the date of such Debt Security or of the execution of this Indenture any such Person was not such officer.

Execution of Debt Securities. The Debt Securities shall be signed executed manually or by facsimile in the name and on behalf of the Partnership Company by the its Chairman of the BoardBoard of Directors, the President its President, one of its Vice Presidents or a Vice President its Treasurer and by its Secretary or one of the General Partner andits Assistant Secretaries under its corporate seal (which may be printed, if the seal of the General Partner is engraved or otherwise reproduced thereon, it shall be attested by its Secretary, an Assistant Secretary, a Treasurer facsimile or an Assistant Treasurer. Such signatures upon the Debt Securities may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt Securities. The seal of the General Partner, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securitiesotherwise). Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually executed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or become obligatory for any purpose. Such certificate by the Trustee upon any Debt Security executed by the General Partner on behalf of the Partnership Company shall be conclusive evidence that the Debt 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 General Partner Company who shall have signed executed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed executed shall have been authenticated and delivered by the Trustee, or disposed of by the PartnershipCompany, such Debt Securities nevertheless shall be valid and binding and may be authenticated and delivered or disposed of as though the Person who signed executed such Debt Securities had not ceased to be such officer of the General PartnerCompany; and any Debt Security Securities may be signed executed on behalf of the General Partner Company by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General PartnerCompany, although at the date of such Debt Security or of the execution of this Indenture any such Person was not such an officer.. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Debt Securities of any series, properly created in accordance with Section 3.01 and executed by the Company, to the Trustee for authentication; and the Trustee shall authenticate and deliver such Debt Securities upon Company Order. In the event that any other Person performs the Trustee's duties as Authenticating Agent pursuant to a duly executed agreement, the Company shall notify the Trustee in writing of the issuance of any Debt Securities hereunder, such notice to be delivered in accordance with the provisions of Section 15.03 on the date such Debt Securities are delivered by the Company for authentication to such other Person. Prior to any such authentication and delivery, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, in addition to the Opinion of Counsel to be furnished to the Trustee pursuant to Section 15.05 and the Officers' Certificate relating to the issuance of any series of Debt Securities pursuant to Sections 15.05 and 3.01, Opinions of Counsel stating that:

Execution of Debt Securities. The Debt Securities shall be signed on behalf of the Partnership Company by the Chairman of the BoardBoard of Directors, the President or a Vice President of the General Partner Managing Member and, if the seal of the General Partner Managing Member is reproduced thereon, it shall be attested by its Secretary, an Assistant Secretary, a Treasurer or an Assistant Treasurer. Such signatures upon the Debt Securities may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt Securities. The seal of the General PartnerManaging Member, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted imprinted, or otherwise reproduced on the Debt Securities. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually 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 Debt Security executed by the General Partner Managing Member on behalf of the Partnership Company shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder. In case any officer of the General Partner Managing Member who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the PartnershipCompany, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the General PartnerManaging Member; and any Debt Security may be signed on behalf of the General Partner Managing Member by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General PartnerManaging Member, although at the date of such Debt Security or of the execution of this Indenture any such Person was not such officer.

Execution of Debt Securities. The Debt Securities shall be signed on behalf of the Partnership Company by the Chairman any Officer of the Board, the President Company or a Vice President of the General Partner andPartner, if the seal of the General Partner is reproduced thereon, it shall be attested by its Secretary, an Assistant Secretary, a Treasurer or an Assistant Treasureras applicable. Such signatures upon the Debt Securities may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt Securities. The seal of the General Partner, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually manually, by pdf or other electronically imaged signature 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 Debt Security executed by the Company on behalf of the Company or by the General Partner on behalf of the Partnership Company shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder. In case any officer Officer of the Company or the General Partner Partner, as applicable, who shall have signed any of the Debt Securities shall cease to be such officer Officer before the Debt Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the PartnershipCompany, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer Officer of the Company or the General Partner, as applicable; and any Debt Security may be signed on behalf of the Company or the General Partner Partner, as applicable, by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers Officers of the Company or the General Partner, as applicable, although at the date of such Debt Security or of the execution of this Indenture any such Person was not such officerOfficer.

Execution of Debt Securities. The Debt Securities shall be signed executed manually, electronically or by facsimile or other electronic method in the name and on behalf of the Partnership Company by the its Chairman of the BoardBoard of Directors, the President Chief Executive Officer, its President, its Chief Financial Officer, one of its Vice Presidents or a Vice President of the General Partner and, if the seal of the General Partner is reproduced thereon, it shall be attested its Treasurer and by its Secretary, an Secretary or one of its Assistant Secretary, a Treasurer or an Assistant Treasurer. Such signatures upon the Debt Securities may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt Securities. The seal of the General Partner, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt SecuritiesSecretaries. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually executed manually, electronically or by facsimile by the Trustee, shall be entitled to the benefits of this Indenture or be valid or become obligatory for any purpose. Such certificate by the Trustee upon any Debt Security executed by the General Partner on behalf of the Partnership Company shall be conclusive evidence that the Debt 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 General Partner Company who shall have signed executed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed executed shall have been authenticated and delivered by the Trustee, or disposed of by the PartnershipCompany, such Debt Securities nevertheless shall be valid and binding and may be authenticated and delivered or disposed of as though the Person who signed executed such Debt Securities had not ceased to be such officer of the General PartnerCompany; and any Debt Security Securities may be signed executed on behalf of the General Partner Company by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General PartnerCompany, although at the date of such Debt Security or of the execution of this Indenture any such Person was not such an officer.. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Debt Securities of any series, properly created in accordance with Section 3.01 and executed by the Company, to the Trustee for authentication; and the Trustee shall authenticate and deliver such Debt Securities upon receipt of a Company Order. In the event that any other Person performs the Trustee’s duties as Authenticating Agent pursuant to a duly executed agreement, the Company shall notify the Trustee in writing of the issuance of any Debt Securities hereunder, such notice to be delivered in accordance with the provisions of Section 15.03 on the date such Debt Securities are delivered by the Company for authentication to such other Person. Prior to any such authentication and delivery, the Trustee shall receive, and shall be fully protected in relying upon, in addition to the Opinion of Counsel to be furnished to the Trustee pursuant to Sections 2.02 and 15.05 and the Officers’ Certificate relating to the issuance of any series of Debt Securities pursuant to Sections 15.05 and 3.01, Opinions of Counsel stating that:

Execution of Debt Securities. The Debt Securities shall be signed on behalf of the Partnership Issuers by the Chairman of the Board, the President or a Vice President of each of the General Partner and Finance Corp and, if the seal of the General Partner or Finance Corp is reproduced thereon, it shall be attested by its Secretary, an Assistant Secretary, a Treasurer or an Assistant Treasurer. Such signatures upon the Debt Securities may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt Securities. The seal of the General Partner, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually 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 Debt Security executed by the General Partner on behalf of the Partnership Issuers shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder. In case any officer Officer of the General Partner Issuers who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the PartnershipIssuers, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer Officer of the General PartnerIssuer; and any Debt Security may be signed on behalf of the General Partner Issuer by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General PartnerIssuer, although at the date of such Debt Security or of the execution of this Indenture any such Person was not such officer.

Execution of Debt Securities. The Debt Securities shall be signed on behalf of the Partnership by the Chairman of the Board, the President or a Vice President of the General Partner and, if the seal of the General Partner is reproduced thereon, it shall be attested by its Secretary, an Assistant Secretary, a Treasurer or an Assistant TreasurerTreasurer of the General Partner. Such signatures upon the Debt Securities may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt Securities. The seal of the General Partner, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually 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 Debt Security executed by the General Partner on behalf of the Partnership shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder. In case any officer of the General Partner who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Partnership, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the General Partner; and any Debt Security may be signed on behalf of the General Partner by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General Partner, although at the date of such Debt Security or of the execution of this Indenture any such Person was not such officer.

Execution of Debt Securities. The Debt Securities shall be signed on behalf of each of the Partnership Issuers by the its Chairman of the Board, the its Vice Chairman, its President or a Vice President of the General Partner and, if the seal of the General Partner is reproduced thereon, it shall be attested and by its Secretary, an Assistant Secretary, a Treasurer or an Assistant Treasurer. Such signatures upon the Debt Securities may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt Securities. The seal of the General PartnerIssuers, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Debt Securities. Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed manually by the Trustee, shall 25 18 be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Debt Security executed by the General Partner on behalf of the Partnership Issuers shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder. In case any officer of either of the General Partner Issuers who shall have signed any of the Debt Securities shall cease to be such officer before the Debt Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the PartnershipIssuers, such Debt Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such officer of the General PartnerCompany or EOTT Finance; and any Debt Security may be signed on behalf of the General Partner Issuers by such Persons as, at the actual date of the execution of such Debt Security, shall be the proper officers of the General PartnerIssuers, although at the date of such Debt Security or of the execution of this Indenture any such Person was not such officer.