Common use of Authentication and Delivery of Securities Clause in Contracts

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securities of any series executed by the Issuer to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Issuer, signed by any two officers of the Issuer authorized by the Board to execute any such order, without any further action by the Issuer. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities the Trustee shall be entitled to receive, and (subject to Section 5.01) shall be fully protected in relying upon: (a) a certified copy of any resolution or resolutions of the Board authorizing the action taken pursuant to the resolution or resolutions delivered under clause 2.04(b) below; (b) a copy of any resolution or resolutions of the Board relating to such series, in each case certified by the Secretary or an Assistant Secretary of the Issuer; (c) an executed supplemental indenture, if any; (d) an Officers' Certificate setting forth the form and terms of the Securities as required pursuant to Section 2.01 and 2.03, respectively and prepared in accordance with Section 10.05; (e) an Opinion of Counsel, prepared in accordance with Section 10.05, to the effect that (i) that the form or forms and terms of such Securities have been established by or pursuant to a resolution of the Board or by a supplemental indenture as permitted by Section 2.01 and 2.03 in conformity with the provisions of this Indenture; (ii) that such Securities, when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Issuer; (iii) that all laws and requirements in respect of the execution and delivery by the Issuer of the Securities have been complied with; and (iv) covering such other matters as the Trustee may reasonably request. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing Holders.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Securities of any series Series, together with, if the terms of such Securities provide for the endorsement thereon or attachment thereto of any Guarantees by any Guarantors, such Guarantees endorsed thereon or attached thereto and, if such terms so provide, executed by the Issuer such Guarantors, to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver such Securities with any such Guarantees endorsed thereon or attached thereto, to or upon the written order of the IssuerCompany or such Guarantors, signed by any two officers Officer of the Issuer authorized by the Board to execute any Company, and if applicable, such order, without any further action by the IssuerGuarantors (in “Authentication Order”). In authenticating such Securities appertaining thereto, with any such Guarantees endorsed thereon or attached thereto, and accepting the additional responsibilities under this Indenture in relation to such Securities and Guarantees, the Trustee shall be entitled to receive, receive and (subject to Section 5.017.01) shall be fully protected in relying upon: (a1) a certified copy of any resolution or resolutions of the Company’s Board of Directors or any Guarantor’s Board of Directors authorizing the action taken pursuant to the resolution or resolutions delivered under clause 2.04(b(2) below; (b2) a copy of any resolution or resolutions of the Company’s Board of Directors relating to such seriesSeries or any resolution or resolutions of each applicable Guarantor’s Board of Directors relating to such Guarantor’s Guarantee, in each case case, certified by the Secretary secretary or an Assistant Secretary assistant secretary of the IssuerCompany or Guarantor, as applicable; (c3) an executed supplemental indenture, if any; (d4) an Officers' ’ Certificate of the Company setting forth the form and terms of the Securities of such Series as required pursuant to Section Sections 2.01 and 2.032.02, respectively respectively, and prepared in accordance with Sections 13.04 and 13.05; (5) an Officers’ Certificate of each applicable Guarantor setting forth the form and terms of such Guarantor’s Guarantee of such Series as required pursuant to Sections 2.01 and 2.02, respectively, and prepared in accordance with Section 10.0513.04 and 13.05; (e6) at the option of the Company, either an Opinion of Counsel, prepared in accordance with Section 10.05Sections 13.04 and 13.05, or a letter addressed to the Trustee allowing the Trustee to rely on an Opinion of Counsel, substantially to the effect that: (ia) that the form or forms and terms of such Securities have been established by or pursuant to a resolution of the Board of Directors or by a supplemental indenture as permitted by Section Sections 2.01 and 2.03 2.02 in conformity with the provisions of this Indenture;; and (iib) that such SecuritiesSecurities have been duly authorized, and, when authenticated and delivered by the Trustee and issued by the Issuer Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the IssuerCompany enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors’ rights and by general equitable principles, regardless of whether such enforceability is considered in a proceeding in equity or at law; (iii7) that all laws at the option of each applicable Guarantor, either an Opinion of Counsel, prepared in accordance with Sections 13.04 and requirements in respect 13.05, or a letter addressed to the Trustee allowing the Trustee to rely on an Opinion of Counsel, substantially to the execution effect that: (a) the form or forms and delivery by the Issuer terms of the Securities such Guarantor’s Guarantee, if any, have been complied withduly established by or pursuant to a resolution of such Guarantor’s Board of Directors or by a supplemental indenture as permitted by Sections 2.01 and 2.02, respectively, in conformity with the provisions of this Indenture; and (ivb) covering such other matters as Guarantee, if any, has been duly authorized, and, when such Securities with such Guarantee endorsed thereon or attached thereto are authenticated and delivered by the Trustee may reasonably requestand issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, such Guarantee will constitute a valid and binding obligation of such Guarantor enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors’ rights and by general equitable principles, regardless of whether such enforceability is considered in a proceeding in equity or of law; provided, however, that in the case of any Series issuable in Tranches, if the Trustee has previously received the documents referred to in Section 2.4(1)-(7) with respect to such Series, the Trustee shall authenticate and deliver Securities of such Series executed and delivered by the Company and, if required, any Guarantor of any Guarantee endorsed thereon or attached thereto, for original issuance upon receipt by the Trustee of an Authentication Order. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action Securities may not lawfully be taken issued by the Issuer Company, or, if the terms of such Securities provide for the endorsement thereon or attachment thereto of any Guarantees by any Guarantors, that any such Guarantee may not lawfully be made, or if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under this Indenture in a manner not reasonably acceptable to the Trustee. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in good faith Section 2.14, together with a written statement (which need not comply with Sections 13.04 and 13.05 and need not be accompanied by its board an Opinion of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine Counsel) stating that such action would expose Security has never been issued and sold by the Trustee Company, for all purposes of this Indenture such Security shall be deemed never to personal liability have been authenticated and delivered hereunder and shall never be entitled to existing Holdersthe benefits of this Indenture.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securities of any series executed by the Issuer to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Issuer, signed by any two officers of the Issuer authorized by the Board to execute any such order, without any further action by the Issuer. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities the Trustee shall be entitled to receive, and (subject to Section 5.01) shall be fully protected in relying upon: (a) a certified copy of any resolution or resolutions of the Board authorizing the action taken pursuant to the resolution or resolutions delivered under clause 2.04(b) below; (b) a copy of any resolution or resolutions of the Board relating to such series, in each case certified by the Secretary or an Assistant Secretary of the Issuer; (c) an executed supplemental indenture, if any; (d) an Officers' ’ Certificate setting forth the form and terms of the Securities as required pursuant to Section Sections 2.01 and 2.03, respectively and prepared in accordance with Section 10.05; (e) an Opinion of Counsel, prepared in accordance with Section 10.05, to the effect that, (i) to the effect that the form or forms and terms of such Securities have been established by or pursuant to a resolution of the Board or by a supplemental indenture as permitted by Section Sections 2.01 and 2.03 in conformity with the provisions of this Indenture; (ii) to the effect that such Securities, when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Issuer; (iii) that all laws and requirements in respect of the execution and delivery by the Issuer of the Securities have been complied with; and (iviii) covering such other matters as the Trustee may reasonably request. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing Holders.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Securities of any series executed by the Issuer Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee shall thereupon authenticate and deliver such Securities to in accordance with such Company Order. If the form or upon the written order terms of the Issuer, signed by any two officers Securities of the Issuer authorized series have been established in or pursuant to one or more Board Resolutions as permitted by the Board to execute any such orderSection 2.01 and 2.03, without any further action by the Issuer. In in authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities Securities, the Trustee shall be entitled provided, in addition to receivethe Officers’ Certificate and Opinion of Counsel required to be furnished to the Trustee pursuant to Section 13.04, and (and, subject to Section 5.01) 7.01, shall be fully protected in relying upon, an Opinion of Counsel stating: (a) a certified copy that the form of any resolution such Securities has been established by or resolutions of the Board authorizing the action taken pursuant to a Board Resolution as permitted by Section 2.01, and that such form has been established in conformity with the resolution or resolutions delivered under clause 2.04(b) belowprovisions of this Indenture; (b) a copy of any resolution or resolutions of the Board relating to such series, in each case certified by the Secretary or an Assistant Secretary of the Issuer; (c) an executed supplemental indenture, if any; (d) an Officers' Certificate setting forth the form and terms of the Securities as required pursuant to Section 2.01 and 2.03, respectively and prepared in accordance with Section 10.05; (e) an Opinion of Counsel, prepared in accordance with Section 10.05, to the effect that (i) that the form terms (or forms and terms the manner of determining the terms) of such Securities have been established by or pursuant to a resolution of the Board or by a supplemental indenture Resolution as permitted by Section 2.01 2.03, and 2.03 that such terms have been established in conformity with the provisions of this Indenture;; and (iic) that such Securities, when authenticated and delivered by the Trustee and issued by the Issuer Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Issuer; (iii) that all Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, preference, reorganization, moratorium, rehabilitation, or similar laws and requirements in respect legal principles relating to or affecting creditors’ rights and general principles of the execution and delivery by the Issuer of the Securities have been complied with; and (iv) covering such other matters as the Trustee may reasonably requestequity. The Trustee shall have the right to decline not be required to authenticate and deliver any such Securities under this Section if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, being advised by counsel, determines that such action may duties or immunities under the Securities and this Indenture or otherwise in a manner which is not lawfully be taken reasonably acceptable to the Trustee. If any Security shall have been authenticated and delivered hereunder but never issued and sold by the Issuer or if Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in good faith Section 2.14, such Security shall for all purposes of this Indenture be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities of any series. Unless limited by its board the terms of directors or board of trusteessuch appointment, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to personal liability authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights under Section 7.03 to existing Holdersdeal with the Company and its Subsidiaries and Affiliates as any Registrar, Paying Agent or Conversion Agent. Each Security shall be dated the date of its authentication.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the The Issuer may deliver Securities of any series having attached thereto appropriate Coupons, if any, executed by the Issuer to the Trustee for authenticationauthentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the IssuerIssuer (contained in the Issuer Order referred to below in this Section) or pursuant to such procedures acceptable to the Trustee and to such recipients as may be specified from time to time by an Issuer Order. The maturity date, signed by original issue date, interest rate and any two officers other terms of the Securities of such series and Coupons, if any, appertaining thereto (including Redemption Notice Periods) shall be determined by or pursuant to such Issuer Order and procedures. If provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral instructions from the Issuer or its duly authorized by the Board to execute any such orderagent, without any further action by the Issuerwhich instructions shall be promptly confirmed in writing. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities Securities, the Trustee shall be entitled to receivereceive (in the case of subparagraphs (b), (c) and (d) below only at or before the time of the first request of the Issuer to the Trustee to authenticate Securities of such series) and (subject to Section 5.016.01) shall be fully protected in relying upon, unless and until such documents have been superceded or revoked: (a) an Issuer Order requesting such authentication and setting forth delivery instructions if the Securities and Coupons, if any, are not to be delivered to the Issuer, provided that, with respect to Securities of a certified copy series subject to a Periodic Offering, (i) such Issuer Order may be delivered by the Issuer to the Trustee prior to the delivery to the Trustee of any resolution or resolutions such Securities for authentication and delivery, (ii) the Trustee shall authenticate and deliver Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the Board authorizing the action taken aggregate principal amount established for such series, pursuant to an Issuer Order or pursuant to procedures acceptable to the resolution Trustee as may be specified from time to time by an Issuer Order, (iii) the maturity date or resolutions delivered under clause 2.04(bdates, original issue date or dates, interest rate or rates and any other terms of Securities of such series (including Redemption Notice Periods) belowshall be determined by an Issuer Order or pursuant to such procedures and (iv) if provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuer or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing; (b) a copy of any resolution Board Resolution, Officer's Certificate and/or executed supplemental indenture referred to in Sections 2.01 and 2.03 by or resolutions pursuant to which the forms and terms of the Board relating to such seriesSecurities and Coupons, in each case certified by the Secretary or an Assistant Secretary of the Issuerif any, were established; (c) an executed supplemental indenture, if any; (d) an Officers' Officer's Certificate setting forth the form or forms and terms of the Securities as required pursuant to Section 2.01 and 2.03Coupons, respectively and prepared in accordance with Section 10.05; (e) an Opinion of Counselif any, prepared in accordance with Section 10.05, to the effect that (i) stating that the form or forms and terms of such the Securities and Coupons, if any, have been established by or pursuant to a resolution of the Board or by a supplemental indenture as permitted by Section Sections 2.01 and 2.03 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) at the option of the Issuer, either an Opinion of Counsel, or a letter addressed to the Trustee permitting it to rely on an Opinion of Counsel, substantially to the effect that: (i) the forms of the Securities and Coupons, if any, have been duly authorized and established in conformity with the provisions of this Indenture; (ii) in the case of an underwritten offering, the terms of the Securities have been duly authorized and established in conformity with the provisions of this Indenture, and, in the case of an offering that is not underwritten, certain terms of the Securities have been established pursuant to a Board Resolution, an Officer's Certificate or a supplemental indenture in accordance with this Indenture, and when such Securitiesother terms as are to be established pursuant to procedures set forth in an Issuer Order shall have been established, all such terms will have been duly authorized by the Issuer and will have been established in conformity with the provisions of this Indenture; (iii) when the Securities and Coupons, if any, have been executed by the Issuer and authenticated and delivered by the Trustee in accordance with the provisions of this Indenture and issued delivered to and duly paid for by the Issuer in the manner purchasers thereof, they will have been duly issued under this Indenture and subject to any conditions specified in such Opinion of Counsel, will constitute be valid and legally binding obligations of the Issuer;, enforceable in accordance with their respective terms, and will be entitled to the benefits of this Indenture; and (iiiiv) that all laws and requirements in respect of the execution and delivery by the Issuer of, and the performance by the Issuer of its obligations under, the Securities and Coupons, if any, will not contravene any provision of applicable law or the certificate of incorporation or by-laws of the Issuer or any agreement or other instrument binding upon the Issuer or any of its subsidiaries that is material to the Issuer and its subsidiaries, considered as one enterprise, or, to the best of such counsel's knowledge, any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Issuer or any subsidiary, and no consent, approval or authorization of any governmental body or agency is required for the performance by the Issuer of its obligations under the Securities and Coupons, if any, except such as are specified and have been obtained and such as may be required by the securities or blue sky laws of the various states in connection with the offer and sale of the Securities have been complied with; and and Coupons, if any. In rendering such opinions, such counsel may qualify any opinions as to enforceability by stating that such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting the rights and remedies of creditors and is subject to general principles of equity (iv) covering regardless of whether such enforceability is considered in a proceeding in equity or at law). Such counsel may rely, as to all matters governed by the laws of jurisdictions other matters as than the State of New York and the federal law of the United States, upon opinions of other counsel (copies of which shall be delivered to the Trustee), who shall be counsel reasonably satisfactory to the Trustee, in which case the opinion shall state that such counsel believes he and the Trustee are entitled so to rely. Such counsel may reasonably requestalso state that, insofar as such opinion involves factual matters, he has relied, to the extent he deems proper, upon certificates of officers of the Issuer and its subsidiaries and certificates of public officials. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing HoldersHolders or would affect the Trustee's own rights, duties or immunities under the Securities, this Indenture or otherwise. If the Issuer shall establish pursuant to Section 2.03 that the Securities of a series are to be issued in the form of one or more Registered Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with this Section and the Issuer Order with respect to such series, authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series issued and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions and (iv) shall bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary." Each Depositary designated pursuant to Section 2.03 must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver any Series of Securities of any series executed by the Issuer Company to the Trustee for authenticationauthentication by it, and the Trustee shall thereupon authenticate and deliver such said Securities to or upon the written order of the Issuer, signed by any two officers of the Issuer authorized by the Board to execute any such ordera Company Order, without any further corporate action by the IssuerCompany. In If the form or terms of such Series of Securities have been established in or pursuant to one or more Board Resolutions or a supplemental indenture as permitted by this Section 2.3 and Section 2.2, in authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities Securities, the Trustee shall be entitled to receive, and (subject to Section 5.017.1) shall be fully protected in relying upon: (a1) a certified copy each Board Resolution relating to such Series of any resolution or resolutions of the Board authorizing the action taken pursuant to the resolution or resolutions delivered under clause 2.04(b) belowSecurities; (b) a copy of any resolution or resolutions of the Board relating to such series, in each case certified by the Secretary or an Assistant Secretary of the Issuer; (c2) an executed supplemental indenture, if any, relating to such series of Securities; (d3) an Officers' Certificate setting forth the form and terms of the Securities, stating that the form and terms of the Securities as required have been established pursuant to Section 2.01 2.2 and 2.03subparagraph 2.4.3 and comply with this Indenture, respectively and prepared in accordance with Section 10.05covering such other matters as the Trustee may reasonably request; (e4) an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel to the effect that: (ia) that if the form of such Securities has been established by or forms and pursuant to resolutions of the Board of Directors of the Company as permitted by subparagraph 2.4.3 that such form has been established in conformity with the provisions of this Indenture; (b) if the terms of such Securities have been established by or pursuant to a resolution of the Board or by a supplemental indenture Resolutions as permitted by this Section 2.01 and 2.03 2.1, that such terms have been established in conformity with the provisions of this Indenture; (iic) that such Securities, when authenticated and delivered by the Trustee and executed and issued by the Issuer Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute be valid and binding obligations of the IssuerCompany, except as any rights thereunder may be limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditor's rights generally and by general equity principles; (iiid) that all laws and requirements in respect of the execution and delivery by the Issuer Company of the such Securities have been complied withwith and that authentication and delivery of the Securities by the Trustee will not violate the terms of this Indenture; and (ive) covering such other matters as the Trustee may reasonably request. The Trustee Each fully registered Security shall have be dated the right to decline to authenticate and deliver any date of its authentication. Any series of Bearer Securities under this Section if shall be dated as provided in the Trustee, being advised by counsel, determines that Board Resolution or the provisions of the supplemental indenture creating such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing Holdersseries.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the (a) The Issuer may deliver Securities of any series having attached thereto appropriate Coupons, if any, executed by the Issuer to the Trustee for authenticationauthentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the IssuerIssuer (contained in the Issuer Order referred to below in this Section) or pursuant to such procedures acceptable to the Trustee and to such recipients as may be specified from time to time by an Issuer Order. The maturity date, signed by Original Issue Date, interest rate and any two officers other terms of the Securities of such series and Coupons, if any, appertaining thereto shall be determined by or pursuant to such Issuer authorized by the Board to execute any such order, without any further action by the IssuerOrder and procedures. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities Securities, the Trustee shall be entitled to receive, receive and (subject to Section 5.016.1) shall be fully protected in relying uponupon unless and until such documents have been superseded or revoked: (ai) an Issuer Order requesting such authentication and setting forth delivery instructions if the Securities and Coupons, if any, are not to be delivered to the Issuer, provided that, with respect to Securities of a certified copy series subject to a Periodic Offering, (1) such Issuer Order may be delivered by the Issuer to the Trustee prior to the delivery to the Trustee of any resolution or resolutions such Securities for authentication and delivery, (2) the Trustee shall authenticate and deliver Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the Board authorizing the action taken aggregate principal amount established for such series, pursuant to an Issuer Order or pursuant to procedures acceptable to the resolution Trustee as may be specified from time to time by an Issuer Order and (3) the maturity date or resolutions delivered under clause 2.04(b) belowdates, Original Issue Date or Dates, interest rate or rates and any other terms of Securities of such series shall be determined by an Issuer Order or pursuant to such procedures; (bii) a copy of any resolution Board Resolution, Officer’s Certificate and/or executed supplemental indenture referred to in Section 2.1 and 2.3 by or resolutions pursuant to which the forms and terms of the Board relating to such seriesSecurities and Coupons, in each case certified by the Secretary or an Assistant Secretary of the Issuerif any, were established; (ciii) an executed supplemental indenture, if any; (d) an Officers' Officer’s Certificate setting forth the form or forms and terms of the Securities as required pursuant to Section 2.01 and 2.03Coupons, respectively and prepared in accordance with Section 10.05; (e) an Opinion of Counselif any, prepared in accordance with Section 10.05, to the effect that (i) stating that the form or forms and terms of such the Securities and Coupons, if any, have been established by or pursuant to a resolution Section 2.1 and Section 2.3 and comply with this Indenture; and (iv) one or more Opinions of Counsel, substantially to the effect that: (1) the forms of the Board or by a supplemental indenture as permitted by Section 2.01 Securities and 2.03 Coupons, if any, have been duly authorized and established in conformity with the provisions of this Indenture; (ii2) that such Securitiesthe terms of the Securities have been duly authorized and established in conformity with the provisions of this Indenture; (3) the Guarantor has duly taken all necessary action with respect to the issuance of the Guarantee; and (4) when the Securities and Coupons, when if any, have been executed by the Issuer and authenticated and delivered by the Trustee in accordance with the provisions of this Indenture and issued delivered to and duly paid for by the Issuer in the manner and subject to any conditions specified in such Opinion of Counselpurchasers thereof, they will have been duly issued under this Indenture, will constitute be entitled to the benefits of this Indenture and will be valid and binding obligations of the Issuer; (iii) that all laws , and requirements in respect of such Guarantee, when the execution Securities and delivery Coupons, if any, have been executed by the Issuer and authenticated by the Trustee in accordance with the provisions of this Indenture and delivered to and duly paid for by the purchasers thereof, will be valid and binding obligations of the Securities have been complied with; andGuarantor, in each case, enforceable in accordance with their respective terms. In rendering such opinions, any counsel may qualify any opinions by stating that the validity or enforceability of any agreements or instruments may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting the rights and remedies of creditors and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Such counsel may rely upon opinions of other counsel (copies of which shall be delivered to the Trustee). Such counsel may also state that, insofar as such opinion involves factual matters, such counsel has relied, to the extent such counsel deems proper, upon certificates of officers of the Issuer and its subsidiaries and certificates of public officials. (ivb) covering such other matters as the Trustee may reasonably request. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or the Guarantor or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing HoldersHolders or would affect the Trustee’s own rights, duties or immunities under the Securities, this Indenture or otherwise. (c) If the Issuer shall establish pursuant to Section 2.3 that the Securities of a series are to be issued in whole or in part in global form, then the Issuer shall execute and the Trustee shall, in accordance with this Section and the Issuer Order with respect to such series, authenticate and deliver one or more Securities in global form that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series issued and not yet cancelled, (ii) if such Securities are Registered Securities, shall be registered in the name of the Depositary for such Security or Securities in global form or the nominee of such Depositary, (iii) if such Securities are Registered Securities, shall be retained by the Trustee as custodian for such Depositary or delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions and (iv) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.” (d) Each Depositary designated pursuant to Section 2.3 must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securities of any series executed by the Issuer to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Issuer, signed by any two officers one Officer of the Issuer authorized by the Board to execute any such orderIssuer, without any further action by the Issuer. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities the Trustee shall be entitled to receive, and (subject to Section 5.01) shall be fully protected in relying upon: (a) a certified copy of any resolution or resolutions of the Board authorizing the action taken pursuant to the resolution or resolutions delivered under clause 2.04(b) below; (b) a copy of any resolution or resolutions resolution, an Officer’s Certificate of the Board Issuer or an executed supplemental indenture, relating to such series, in each case certified by the Secretary or an Assistant Secretary of the Issuer; (c) an executed supplemental indenture, if any; (d) an Officers' Certificate setting forth the form and terms of the Securities Securities, as required pursuant to Section Sections 2.01 and 2.03, respectively and prepared in accordance with Section 10.05;; and (eb) an Opinion of Counsel, prepared in accordance with Section 10.05, to the effect that, (i) to the effect that the form or forms and terms of such Securities have been established by or pursuant to a resolution of the Board Board, an Officer’s Certificate or by a supplemental indenture as permitted by Section Sections 2.01 and 2.03 in conformity with the provisions of this Indenture;; and (ii) to the effect that such Securities, when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Issuer; (iii) that all laws and requirements in respect of the execution and delivery by the Issuer of the Securities have been complied with; and (iv) covering such other matters as the Trustee may reasonably request. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing Holders.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the (1) The Issuer may deliver Securities of any series having attached thereto appropriate Coupons, if any, executed by the Issuer to the Trustee for authenticationauthentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the IssuerIssuer (contained in the Issuer Order referred to below in this Section) or pursuant to such procedures acceptable to the Trustee and to such recipients as may be specified from time to time by an Issuer Order. The maturity date, signed by original issue date, interest rate and any two officers other terms of the Securities of such series and Coupons, if any, appertaining thereto shall be determined by or pursuant to such Issuer authorized by the Board to execute any such order, without any further action by the IssuerOrder and procedures. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities Securities, the Trustee shall be entitled to receive, receive and (subject to Section 5.016.1) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) an Issuer Order requesting such authentication and setting forth delivery instructions if the Securities and Coupons, if any, are not to be delivered to the Issuer, provided that, with respect to Securities of a certified copy series subject to a Periodic Offering, (i) such Issuer Order may be delivered by the Issuer to the Trustee prior to the delivery to the Trustee of any resolution or resolutions such Securities for authentication and delivery, (ii) the Trustee shall authenticate and deliver Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the Board authorizing the action taken aggregate principal amount established for such series, pursuant to an Issuer Order or pursuant to procedures acceptable to the resolution Trustee as may be specified from time to time by an Issuer Order and (iii) the maturity date or resolutions delivered under clause 2.04(b) belowdates, original issue date or dates, interest rate or rates and any other terms of Securities of such series shall be determined by an Issuer Order or pursuant to such procedures; (b) a copy of any resolution Board Resolution, Officer’s Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 2.3 by or resolutions pursuant to which the forms and terms of the Board relating to such seriesSecurities, in each case certified by the Secretary or an Assistant Secretary of the Issuerand Coupons, if any, were established; (c) an executed supplemental indenture, if any; (d) an Officers' Officer’s Certificate setting forth the form or forms and terms of the Securities as required pursuant to Section 2.01 and 2.03Coupons, respectively and prepared in accordance with Section 10.05; (e) an Opinion of Counselif any, prepared in accordance with Section 10.05, to the effect that (i) stating that the form or forms and terms of such the Securities and Coupons, if any, have been established by or pursuant to a resolution Sections 2.1 and 2.3 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) at the option of the Board Issuer, either one or by more Opinions of Counsel, or a supplemental indenture letter addressed to the Trustee permitting it to conclusively rely, as permitted by Section 2.01 to the truth of the statements and 2.03 the correctness of the opinions expressed therein, on one or more Opinions of Counsel, substantially to the effect that: (i) the forms of the Securities and Coupons, if any, have been duly authorized and established in conformity with the provisions of this Indenture; (ii) in the case of an underwritten offering, the terms of the Securities have been duly authorized and established in conformity with the provisions of this Indenture, and, in the case of an offering that is not underwritten, certain terms of the Securities have been established pursuant to a Board Resolution, an Officer’s Certificate or a supplemental indenture in accordance with this Indenture, and when such Securitiesother terms as are to be established pursuant to procedures set forth in an Issuer Order shall have been established, all such terms will have been duly authorized by the Issuer and will have been established in conformity with the provisions of this Indenture; (iii) the Guarantor has duly taken all necessary action with respect to the issuance of the Guarantee; (iv) when the Securities and Coupons, if any, have been executed by the Issuer and authenticated and delivered by the Trustee in accordance with the provisions of this Indenture and issued delivered to and duly paid for by the Issuer in the manner and subject to any conditions specified in such Opinion of Counselpurchasers thereof, they will have been duly issued under this Indenture, will constitute be entitled to the benefits of this Indenture, and will be valid and binding obligations of the Issuer;, and such Guarantee, when the Securities and Coupons, if any, have been executed by the Issuer and authenticated by the Trustee in accordance with the provisions of this Indenture and delivered to and duly paid for by the purchasers thereof, will be valid and binding obligations of the Guarantor, in each case enforceable in accordance with their respective terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and (ii) rights of acceleration, if any, and the availability of equitable remedies may be limited by equitable principles of general applicability; and (iiiv) that all applicable laws and requirements in respect of the execution and delivery by the Issuer of the such Securities have been complied with; and. In rendering such opinions, any counsel may qualify any opinions as to enforceability by stating that such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting the rights and remedies of creditors and is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Such counsel may rely upon opinions of other counsel (copies of which shall be delivered to the Trustee), in which case the opinion shall state that such counsel believes he or she and the Trustee are entitled so to rely. Such counsel may also state that, insofar as such opinion involves factual matters, he or she has relied, to the extent he or she deems proper, upon certificates of officers of the Issuer and its subsidiaries and certificates of public officials. (iv2) covering such other matters as the Trustee may reasonably request. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing HoldersHolders or would affect the Trustee’s own rights, duties or immunities under the Securities, this Indenture or otherwise. (3) If the Issuer shall establish pursuant to Section 2.3 that the Securities of a series are to be issued in whole or in part in global form, then the Issuer shall execute and the Trustee shall, in accordance with this Section and the Issuer Order with respect to such series, authenticate and deliver one or more Securities in global form that (a) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series issued and not yet canceled, (b) if such Securities are Registered Securities, shall be registered in the name of the Depositary for such Security or Securities in global form or the nominee of such Depositary, (c) if such Securities are Registered Securities, shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions and (d) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.” (4) Each Depositary designated pursuant to Section 2.3 must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the The Issuer may deliver Securities of any series executed by the Issuer to the Trustee for authenticationauthentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the IssuerIssuer (contained in the Issuer Order referred to below in this Section) or pursuant to such procedures acceptable to the Trustee and to such recipients as may be specified from time to time by an Issuer Order. The maturity date, signed by original issue date, interest rate and any two officers other terms of the Securities of such series shall be determined by or pursuant to such Issuer Order and procedures. If provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral instructions from the Issuer or its duly authorized by the Board to execute any such orderagent, without any further action by the Issuerwhich instructions shall be promptly confirmed in writing. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities Securities, the Trustee shall be entitled to receive, and (subject to Section 5.016.01) shall be fully protected in relying upon: (a) a certified copy of any resolution or resolutions of an Issuer Order requesting such authentication and setting forth delivery instructions if the Board authorizing the action taken pursuant Securities are not to be delivered to the resolution or resolutions delivered under clause 2.04(b) belowIssuer; (b) a copy of any resolution Board Resolution, Officer’s Certificate and/or executed supplemental indenture referred to in Sections 2.01 and 2.03 by or resolutions pursuant to which the forms and terms of the Board relating to such series, in each case certified by the Secretary or an Assistant Secretary of the IssuerSecurities were established; (c) an executed supplemental indentureOfficer’s Certificate setting forth the form or forms and terms of the Securities stating that the form or forms and terms of the Securities have been established pursuant to Sections 2.01 and 2.03 and comply with this Indenture, if any;and covering such other matters as the Trustee may reasonably request; and (d) an Officers' Certificate setting forth the form and terms of the Securities as required pursuant to Section 2.01 and 2.03, respectively and prepared in accordance with Section 10.05; (e) an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel to the effect that: (i) that the form or forms and terms of such Securities have been established by or pursuant to a resolution of the Board or by a supplemental indenture as permitted by Section Sections 2.01 and 2.03 in conformity and comply with this Indenture, (ii) the authentication and delivery of such Securities by the Trustee are authorized under the provisions of this Indenture;, (iiiii) that such Securities, Securities when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Issuer;, and (iiiiv) that all laws and requirements in respect of the execution and delivery by the Issuer of the Securities have been complied with; and (iv) , and covering such other matters as the Trustee may reasonably request. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing HoldersHolders or would affect the Trustee’s own rights, duties or immunities under the Securities, this Indenture or otherwise. The Issuer shall execute and the Trustee shall, in accordance with this Section with respect to the Securities of a series, authenticate and deliver one or more Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series issued and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions and (iv) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.” Each Depositary designated pursuant to this Section must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the (1) The Issuer may deliver Securities of any series having attached thereto appropriate Coupons, if any, executed by the Issuer to the Trustee for authenticationauthentication together with the applicable documents referred to below in this Section 2.4, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the IssuerIssuer (contained in the Issuer Order referred to below in this Section 2.4) or pursuant to such procedures acceptable to the Trustee and to such recipients as may be specified from time to time by an Issuer Order. The maturity date, signed by original issue date, interest rate and any two officers other terms of the Securities of such series and Coupons, if any, appertaining thereto shall be determined by or pursuant to such Issuer authorized by the Board to execute any such order, without any further action by the IssuerOrder and procedures. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities Securities, the Trustee shall be entitled to receive, receive and (subject to Section 5.016.1) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) an Issuer Order requesting such authentication and setting forth delivery instructions if the Securities and Coupons, if any, are not to be delivered to the Issuer, provided that, with respect to Securities of a certified copy series subject to a Periodic Offering, (i) such Issuer Order may be delivered by the Issuer to the Trustee prior to the delivery to the Trustee of any resolution or resolutions such Securities for authentication and delivery, (ii) the Trustee shall authenticate and deliver Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the Board authorizing the action taken aggregate principal amount established for such series, pursuant to an Issuer Order or pursuant to procedures acceptable to the resolution Trustee as may be specified from time to time by an Issuer Order and (iii) the maturity date or resolutions delivered under clause 2.04(b) belowdates, original issue date or dates, interest rate or rates and any other terms of Securities of such series shall be determined by an Issuer Order or pursuant to such procedures; (b) a copy of any resolution Board Resolution, Officer’s Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 2.3 by or resolutions pursuant to which the forms and terms of the Board relating to such seriesSecurities, in each case certified by the Secretary or an Assistant Secretary of the Issuerand Coupons, if any, were established; (c) an executed supplemental indenture, if any; (d) an Officers' Officer’s Certificate setting forth the form or forms and terms of the Securities as required pursuant to Section 2.01 and 2.03Coupons, respectively and prepared in accordance with Section 10.05; (e) an Opinion of Counselif any, prepared in accordance with Section 10.05, to the effect that (i) stating that the form or forms and terms of such the Securities and Coupons, if any, have been established by or pursuant to a resolution Sections 2.1 and 2.3 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) at the option of the Board Issuer, either one or by more Opinions of Counsel, or a supplemental indenture letter addressed to the Trustee permitting it to conclusively rely, as permitted by Section 2.01 to the truth of the statements and 2.03 the correctness of the opinions expressed therein, on one or more Opinions of Counsel, substantially to the effect that: (i) the forms of the Securities and Coupons, if any, have been duly authorized and established in conformity with the provisions of this Indenture; (ii) in the case of an underwritten offering, the terms of the Securities have been duly authorized and established in conformity with the provisions of this Indenture, and, in the case of an offering that is not underwritten, certain terms of the Securities have been established pursuant to a Board Resolution, an Officer’s Certificate or a supplemental indenture in accordance with this Indenture, and when such Securitiesother terms as are to be established pursuant to procedures set forth in an Issuer Order shall have been established, all such terms will have been duly authorized by the Issuer and will have been established in conformity with the provisions of this Indenture; (iii) the Guarantor has duly taken all necessary action with respect to the issuance of the Guarantee; and (iv) when the Securities and Coupons, if any, have been executed by the Issuer and authenticated and delivered by the Trustee in accordance with the provisions of this Indenture and issued delivered to and duly paid for by the Issuer in the manner and subject to any conditions specified in such Opinion of Counselpurchasers thereof, they will have been duly issued under this Indenture, will constitute be entitled to the benefits of this Indenture, and will be valid and binding obligations of the Issuer; (iii) that all laws , and requirements in respect of such Guarantee, when the execution Securities and delivery Coupons, if any, have been executed by the Issuer and authenticated by the Trustee in accordance with the provisions of this Indenture and delivered to and duly paid for by the purchasers thereof, will be valid and binding obligations of the Securities have been complied with; andGuarantor, in each case enforceable in accordance with their respective terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and (ii) rights of acceleration, if any, and the availability of equitable remedies may be limited by equitable principles of general applicability. In rendering such opinions, any counsel may qualify any opinions as to enforceability by stating that such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting the rights and remedies of creditors and is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Such counsel may rely upon opinions of other counsel (copies of which shall be delivered to the Trustee), in which case the opinion shall state that such counsel believes he or she and the Trustee are entitled so to rely. Such counsel may also state that, insofar as such opinion involves factual matters, he or she has relied, to the extent he or she deems proper, upon certificates of officers of the Issuer and its subsidiaries and certificates of public officials. (iv2) covering such other matters as the Trustee may reasonably request. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section 2.4 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing HoldersHolders or would affect the Trustee’s own rights, duties or immunities under the Securities, this Indenture or otherwise. (3) If the Issuer shall establish pursuant to Section 2.3 that the Securities of a series are to be issued in whole or in part in global form, then the Issuer shall execute and the Trustee shall, in accordance with this Section 2.4 and the Issuer Order with respect to such series, authenticate and deliver one or more Securities in global form that (a) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series issued and not yet canceled, (b) if such Securities are Registered Securities, shall be registered in the name of the Depositary for such Security or Securities in global form or the nominee of such Depositary, (c) if such Securities are Registered Securities, shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions and (d) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.” (4) Each Depositary designated pursuant to Section 2.3 must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the The Issuer may deliver Securities of any series having attached thereto appropriate Coupons, if any, executed by the Issuer to the Trustee for authenticationauthentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the IssuerIssuer (contained in the Issuer Order referred to below in this Section) or pursuant to such procedures acceptable to the Trustee and to such recipients as may be specified from time to time by an Issuer Order. The maturity date, signed by original issue date, interest rate and any two officers other terms of the Securities of such series and Coupons, if any, appertaining thereto shall be specified in or pursuant to such Issuer Order and procedures. If provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral instructions from the Issuer or its duly authorized by the Board to execute any such orderagent, without any further action by the Issuerwhich instructions shall be promptly confirmed in writing. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities Securities, the Trustee shall be entitled to receivereceive (in the case of subparagraphs 2, 3 and 4 below only at or before the time of the first request of the Issuer to the Trustee to authenticate Securities of such series) and (subject to Section 5.016.1) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (1) an Issuer Order requesting such authentication and setting forth delivery instructions if the Securities and Coupons, if any, are not to be delivered to the Issuer, provided that, with respect to Securities of a series subject to a Periodic Offering, (a) a certified copy such Issuer Order may be delivered by the Issuer to the Trustee prior to the delivery to the Trustee of any resolution or resolutions such Securities for authentication and delivery, (b) the Trustee shall authenticate and deliver Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the Board authorizing the action taken aggregate principal amount established for such series, pursuant to an Issuer Order or pursuant to procedures acceptable to the resolution Trustee as may be specified from time to time by an Issuer Order, (c) the maturity date or resolutions delivered under clause 2.04(bdates, original issue date or dates, interest rate or rates and any other terms of Securities of such series shall be determined by an Issuer Order or pursuant to such procedures and (d) belowif provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuer or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing; (b2) a copy of any resolution Board Resolution attached to an Officers' Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 2.3 by or resolutions pursuant to which the forms and terms of the Board relating to such seriesSecurities and Coupons, in each case certified by the Secretary or an Assistant Secretary of the Issuerif any, were established; (c) an executed supplemental indenture, if any; (d3) an Officers' Certificate setting forth the form or forms and terms of the Securities as required pursuant to Section 2.01 and 2.03Coupons, respectively and prepared in accordance with Section 10.05; (e) an Opinion of Counselif any, prepared in accordance with Section 10.05, to the effect that (i) stating that the form or forms and terms of such the Securities and Coupons, if any, have been established by or pursuant to a resolution Sections 2.1 and 2.3 and comply with this Indenture, stating that all conditions relating thereto have been satisfied and covering such other matters as the Trustee may reasonably request; and (4) at the option of the Board Issuer, either an Opinion of Counsel, or by a supplemental indenture as permitted by Section 2.01 letter addressed to the Trustee permitting it to rely on an Opinion of Counsel, substantially to the effect that: (a) the forms of the Securities and 2.03 Coupons, if any, have been duly authorized and established in conformity with the provisions of this Indenture; (iib) that in the case of an underwritten offering, the terms of the Securities have been duly authorized and established in conformity with the provisions of this Indenture, and, in the case of a Periodic Offering, certain terms of the Securities have been established pursuant to a Board Resolution attached to an Officers' Certificate or a supplemental indenture in accordance with this Indenture, and when such Securitiesother terms as are to be established pursuant to procedures set forth in an Issuer Order shall have been established, all such terms will have been duly authorized by the Issuer and will have been established in conformity with the provisions of this Indenture; (c) when the Securities and Coupons, if any, have been executed by the Issuer and authenticated and delivered by the Trustee in accordance with the provisions of this Indenture and issued delivered to and duly paid for by the Issuer in the manner purchasers thereof, they will have been duly issued under this Indenture and subject to any conditions specified in such Opinion of Counsel, will constitute be valid and legally binding obligations of the Issuer;, enforceable in accordance with their respective terms, and will be entitled to the benefits of this Indenture; and (iiid) that all laws and requirements in respect of the execution and delivery by the Issuer of, and the performance by the Issuer of its obligations under, the Securities and Coupons, if any, will not contravene any provision of applicable law or the certificate of incorporation or by-laws of the Issuer or any agreement or other instrument binding upon the Issuer or any of its subsidiaries that is material to the Issuer and its subsidiaries, considered as one enterprise, or, to the best of such counsel's knowledge, any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Issuer or any subsidiary, and no consent, approval or authorization of any governmental body or agency is required for the performance by the Issuer of its obligations under the Securities and Coupons, if any, except such as are specified and have been complied with; and obtained and such as may be required by the securities or blue sky laws of the various states in connection with the offer and sale of the Securities. In rendering such opinions, such counsel may qualify any opinions as to enforceability by stating that such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting the rights and remedies of creditors and is subject to general principles of equity (iv) covering regardless of whether such enforceability is considered in a proceeding in equity or at law). Such counsel may rely, as to all matters governed by the laws of jurisdictions other matters as than the State of New York and the federal law of the United States, upon opinions of other counsel (copies of which shall be delivered to the Trustee), in which case the opinion shall state that such counsel believes he and the Trustee are entitled so to rely. Such counsel may reasonably requestalso state that, insofar as such opinion involves factual matters, he has relied, to the extent he deems proper, upon certificates of officers of the Issuer and its subsidiaries and certificates of public officials. Notwithstanding any contrary provision herein, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution, Officers' Certificate and Opinion of Counsel otherwise required pursuant hereto at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing HoldersHolders or would affect the Trustee's own rights, duties or immunities under the Securities, this Indenture or otherwise. If the Issuer shall establish pursuant to Section 2.3 that the Securities of a series are to be issued in the form of one or more Registered Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with this Section and the Issuer Order with respect to such series, authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series issued and not yet canceled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions and (iv) shall bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary." Each Depositary must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and any other applicable statute or regulation.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securities of any series Series having attached thereto appropriate Coupons, if any, executed by the Issuer to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Issuer, signed by the chairman of the Board of Directors, the vice chairman, the president, any two officers vice president, the treasurer, any assistant treasurer, the secretary, any assistant secretary, any manager or any other authorized representative duly authorized to act for or on behalf of the Issuer authorized by the Board to execute any such order, without any further action by the Issuer. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities Securities, the Trustee shall be entitled to receive, receive and (subject to Section 5.016.01) shall be fully protected in relying upon: (a1) a certified copy of any resolution or resolutions of the Board of Directors authorizing the action taken pursuant to the resolution or resolutions delivered under clause 2.04(b(2) below; (b) ; a copy of any resolution or resolutions of the Board of Directors relating to such seriesSeries, in each case certified by the Secretary secretary or an Assistant Secretary assistant secretary of the Issuer; (c2) an executed supplemental indenture, if any; (d3) an Officers' ’ Certificate setting forth the form and terms of the Securities of such Series as required pursuant to Section Sections 2.01 and 2.03, respectively respectively, and prepared in accordance with Section 10.0511.05; (e4) an Opinion of Counsel, prepared in accordance with Section 10.05, to the effect that11.05. which shall state (ia) that the form or forms and terms of such Securities and Coupons, if any, have been established by or pursuant to an Officer Action or a resolution of the Board of Directors or by a supplemental indenture as permitted by Section Sections 2.01 and 2.03 in conformity with the provisions of this IndentureIndenture and in conformity with such resolution or Officer Action; (iib) that such SecuritiesSecurities and Coupons, if any, have been duly authorized, and, when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the IssuerIssuer enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors’ rights generally and by general equitable principles, regardless of whether such enforceability is considered in a proceeding in equity or at law; (iiic) that all laws and requirements in respect of the execution and delivery by the Issuer of registration statement, if any, relating to the Securities of such Series and any amendments thereto has become effective under the Securities Act of 1933 and to the best knowledge of such counsel, no stop order suspending the effectiveness of such registration statement, as amended, has been issued and no proceedings for that purpose have been complied withinstituted or threatened; and (ivd) covering the authentication and delivery of the Securities of such other matters as Series by the Trustee may reasonably requestin accordance with the directions of the Issuer so to do, and the Issuer’s execution and delivery of the Securities of such Series, will not violate the terms of this Indenture; provided, however, that in the case of any Series issuable in Tranches, if the Trustee has previously received the documents referred to in Section 2.04(1)-(5) with respect to such Series, the Trustee shall authenticate and deliver securities of such Series executed and delivered by the Issuer for original issuance upon receipt by the Trustee of the applicable Issuer Notice. The Trustee shall have the right to decline to authenticate and deliver any Securities and Coupons, if any, under this Section if the Trustee, being advised by counselcounsel (such counsel being reasonably acceptable to the Issuer), determines that such action may not lawfully be taken by the Issuer or if the Trustee issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under this Indenture in good faith by its board a manner not acceptable to the Trustee. Without limiting the generality of directors or board of trusteesthe foregoing, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee shall not be required to personal liability authenticate Securities denominated in a Foreign Currency if the Trustee believes that it will be unable to existing Holdersperform its duties hereunder with respect to such Securities.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Securities of any series Series having attached thereto appropriate Coupons, if any, executed by the Issuer Company to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Issuer, signed by any two officers of the Issuer authorized by the Board to execute any such order, a Company Order without any further action by the IssuerCompany. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities Securities, the Trustee shall be entitled to receive, receive and (subject to Section 5.016.01) shall be fully protected in relying upon: (a) a certified copy of any resolution or resolutions of the Company Board authorizing the action taken pursuant Resolution relating to the resolution or resolutions delivered under clause 2.04(b) belowsuch Series; (b) a copy of any resolution or resolutions of the Board relating to such series, in each case certified by the Secretary or an Assistant Secretary of the Issuer; (c) an executed supplemental indenture, if any; (dc) an a Company Officers' ’ Certificate setting forth the form and terms of the Securities of such Series as required pursuant to Section Sections 2.01 and 2.03, respectively respectively, and prepared in accordance with Section 10.0514.05; (ed) at the option of the Company, either an Opinion of Counsel, prepared in accordance with Section 10.0514.05, or a letter addressed to the Trustee allowing the Trustee to rely on an Opinion of Counsel, substantially to the effect that: (i) that the form or forms and terms of such Securities and Coupons, if any, have been established by in or pursuant to a resolution of the Company Board Resolution or by in a supplemental indenture as permitted by Section Sections 2.01 and 2.03 2.03, respectively, in conformity with the provisions of this Indenture;; and (ii) that such SecuritiesSecurities and Coupons, if any, have been duly authorized, and, when authenticated and delivered by the Trustee and issued by the Issuer Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Issuer; Company enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors’ rights and by general equitable principles, regardless of whether such enforceability is considered in a proceeding in equity or at law; provided, however, that in the case of any Series issuable in Tranches, if the Trustee has previously received the applicable documents referred to in clause (iiia) that all laws through (d) above with respect to such Series, the Trustee shall authenticate and requirements in respect deliver Securities of such Tranches executed by the Company for original issuance upon receipt by the Trustee of a notice, executed by an officer of the execution Company transmitted electronically by facsimile or otherwise and delivery by confirmed in writing to the Issuer Trustee, of the Securities have been complied with; and (iv) covering terms of the issuance of such other matters as the Trustee may reasonably requestSecurities. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section 2.04 if the Trustee, being advised by counsel, determines that such action Securities may not lawfully be taken issued by the Issuer or Company. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in good faith Section 2.10, together with a written statement (which need not comply with Section 14.05 and need not be accompanied by its board an Opinion of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine Counsel) stating that such action would expose Security has never been issued and sold by the Trustee Company, for all purposes of this Indenture such Security shall be deemed never to personal liability have been authenticated and delivered hereunder and shall never be entitled to existing Holdersthe benefits of this Indenture.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securities of any series executed by the Issuer to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Issuer, signed by any two officers of the Issuer authorized by the Board to execute any such order, without any further action by the Issuer. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities the Trustee shall be entitled to receive, and (subject to Section 5.01) shall be fully protected in relying upon: (a) a certified copy of any resolution or resolutions of the Board authorizing the action taken pursuant to the resolution or resolutions delivered under clause 2.04(b) below; (b) a copy of any resolution or resolutions of the Board relating to such series, in each case certified by the Secretary or an Assistant Secretary of the Issuer; (c) an executed supplemental indenture, if any; (d) an Officers' ’ Certificate setting forth the form and terms of the Securities as required pursuant to Section Sections 2.01 and 2.03, respectively and prepared in accordance with Section 10.05; (e) an Opinion of Counsel, prepared in accordance with Section 10.05, to the effect that, (i) to the effect that the form or forms and terms of such Securities have been established by or pursuant to a resolution of the Board or by a supplemental indenture as permitted by Section Sections 2.01 and 2.03 in conformity with the provisions of this Indenture; (ii) to the effect that such Securities, when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Issuer; (iii) that all laws and requirements in respect of the execution and delivery by the Issuer of the Securities have been complied with; and (iviii) covering such other matters as the Trustee may reasonably request. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing Holders.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Securities of any series Series, together with, if the terms of such Securities provide for the endorsement thereon or attachment thereto of any Guarantees by any Guarantors, such Guarantees endorsed thereon or attached thereto and, if such terms so provide, executed by the Issuer such Guarantors, to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver such Securities with any such Guarantees endorsed thereon or attached thereto, to or upon the written order of the IssuerCompany or such Guarantors, signed by any two officers Officer of the Issuer authorized by the Board to execute any Company, and if applicable, such order, without any further action by the IssuerGuarantors (an “Authentication Order”). In authenticating such Securities appertaining thereto, with any such Guarantees endorsed thereon or attached thereto, and accepting the additional responsibilities under this Indenture in relation to such Securities and Guarantees, the Trustee shall be entitled to receive, receive and (subject to Section 5.017.01) shall be fully protected in relying upon: (a) a certified copy of any resolution or resolutions of the Company’s Board of Directors or any Guarantor’s Board of Directors authorizing the action taken pursuant to the resolution or resolutions delivered under clause 2.04(b(b) belowof this Section 2.04; (b) a copy of any resolution or resolutions of the Company’s Board of Directors relating to such seriesSeries or any resolution or resolutions of each applicable Guarantor’s Board of Directors relating to such Guarantor’s Guarantee, in each case case, certified by the Secretary secretary or an Assistant Secretary assistant secretary of the IssuerCompany or Guarantor, as applicable; (c) an executed supplemental indenture, if any; (d) an Officers' Officer’s Certificate of the Company setting forth the form and terms of the Securities of such Series as required pursuant to Section Sections 2.01 and 2.032.02, respectively respectively, and prepared in accordance with Section 10.05Sections 12.04 and 12.05; (e) an Officer’s Certificate of each applicable Guarantor setting forth the form and terms of such Guarantor’s Guarantee of such Series as required pursuant to Sections 2.01 and 2.02, respectively, and prepared in accordance with Sections 12.04 and 12.05; (f) at the option of the Company, either an Opinion of Counsel, prepared in accordance with Section 10.05Sections 12.04 and 12.05, or a letter addressed to the Trustee allowing the Trustee to rely on an Opinion of Counsel, substantially to the effect that: (i1) that the form or forms and terms of such Securities have been established by or pursuant to a resolution of the Board of Directors or by a supplemental indenture as permitted by Section Sections 2.01 and 2.03 2.02 in conformity with the provisions of this Indenture;; and (ii2) that such SecuritiesSecurities have been duly authorized, and, when authenticated and delivered by the Trustee and issued by the Issuer Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the IssuerCompany enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors’ rights and by general equitable principles, regardless of whether such enforceability is considered in a proceeding in equity or at law; (iiig) that all laws at the option of each applicable Guarantor, either an Opinion of Counsel, prepared in accordance with Sections 12.04 and requirements in respect 12.05, or a letter addressed to the Trustee allowing the Trustee to rely on an Opinion of Counsel, substantially to the execution effect that: (1) the form or forms and delivery by the Issuer terms of the Securities such Guarantor’s Guarantee, if any, have been complied withduly established by or pursuant to a resolution of such Guarantor’s Board of Directors or by a supplemental indenture as permitted by Sections 2.01 and 2.02 in conformity with the provisions of this Indenture; and (iv2) covering such other matters as Guarantee, if any, has been duly authorized, and, when such Securities with such Guarantee endorsed thereon or attached thereto are authenticated and delivered by the Trustee may reasonably requestand issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, such Guarantee will constitute a valid and binding obligation of such Guarantor enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors’ rights and by general equitable principles, regardless of whether such enforceability is considered in a proceeding in equity or at law; provided, however, that in the case of any Series issuable in Tranches, if the Trustee has previously received the documents referred to in Section 2.04(a)-(g) with respect to such Series, the Trustee shall authenticate and deliver Securities of such Series executed and delivered by the Company and, if required, any Guarantor of any Guarantee endorsed thereon or attached thereto, for original issuance upon receipt by the Trustee of an Authentication Order. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action Securities may not lawfully be taken issued by the Issuer Company, or, if the terms of such Securities provide for the endorsement thereon or attachment thereto of any Guarantees by any Guarantors, that any such Guarantee may not lawfully be made, or if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under this Indenture in a manner not reasonably acceptable to the Trustee. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in good faith Section 2.14, together with a written statement (which need not comply with Sections 12.04 and 12.05 and need not be accompanied by its board an Opinion of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine Counsel) stating that such action would expose Security has never been issued and sold by the Trustee Company, for all purposes of this Indenture such Security shall be deemed never to personal liability have been authenticated and delivered hereunder and shall never be entitled to existing Holdersthe benefits of this Indenture.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the The Issuer may deliver Securities of any series executed by the Issuer to the Trustee for authenticationauthentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the IssuerIssuer (contained in the Issuer Order referred to below in this Section). The maturity date, signed by original issue date, interest rate and any two officers other terms of the Securities of such series shall be determined by or pursuant to such Issuer authorized by the Board to execute any such order, without any further action by the IssuerOrder. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities Securities, the Trustee shall be entitled to receive, and (subject to Section 5.016.01) shall be fully protected in relying upon: (a) a certified copy of any resolution or resolutions of an Issuer Order requesting such authentication and setting forth delivery instructions if the Board authorizing the action taken pursuant Securities are not to be delivered to the resolution or resolutions delivered under clause 2.04(b) belowIssuer; (b) a copy of any resolution Board Resolution, Officer’s Certificate and/or executed supplemental indenture referred to in Sections 2.01 and 2.03 by or resolutions pursuant to which the forms and terms of the Board relating to such series, in each case certified by the Secretary or an Assistant Secretary of the IssuerSecurities were established; (c) an executed supplemental indenture, if any; (d) an Officers' Officer’s Certificate setting forth the form or forms and terms of the Securities as required pursuant to Section 2.01 and 2.03, respectively and prepared in accordance with Section 10.05; (e) an Opinion of Counsel, prepared in accordance with Section 10.05, to the effect that (i) stating that the form or forms and terms of the Securities have been established pursuant to Sections 2.01 and 2.03 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel to the effect that: (i) the form or forms of such Securities have been established by or pursuant to a resolution of the Board or by a supplemental indenture as permitted by Section Sections 2.01 and 2.03 in conformity and comply with this Indenture, (ii) the authentication and delivery of such Securities by the Trustee are authorized under the provisions of this Indenture;, and (iiiii) that such Securities, Securities when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Issuer; (iii) that all laws , and requirements in respect of the execution and delivery by the Issuer of the Securities have been complied with; and (iv) covering such other matters as the Trustee may reasonably request. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability or would affect the Trustee’s own rights, duties or immunities under the Securities, this Indenture or otherwise. The Issuer shall execute and the Trustee shall, in accordance with this Section with respect to existing Holdersthe Securities of a series, authenticate and deliver one or more Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series issued and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions and (iv) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.” Each Depositary designated pursuant to this Section must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securities of any series executed by the Issuer to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Issuer, signed by any two officers of the Issuer authorized by the Board to execute any such order, without any further action by the Issuer. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities the Trustee shall be entitled to receive, and (subject to Section 5.01) shall be fully protected in relying upon: (a) a certified copy of any resolution or resolutions of the Board authorizing the action taken pursuant to the resolution or resolutions delivered under clause 2.04(b) below; (b) a copy of any resolution or resolutions of the Board relating to such series, in each case certified by the Secretary or an Assistant Secretary of the Issuer; (c) an executed supplemental indenture, if any; (d) an Officers' ’ Certificate setting forth the form and terms of the Securities as required pursuant to Section Sections 2.01 and 2.03, respectively and prepared in accordance with Section 10.05; (e) an Opinion of Counsel, prepared in accordance with Section 10.05, to the effect that (i) that the form or forms and terms of such Securities have been established by or pursuant to a resolution of the Board or by a supplemental indenture as permitted by Section Sections 2.01 and 2.03 in conformity with the provisions of this Indenture; (ii) that such Securities, when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Issuer;; and (iii) that all laws and requirements in respect of the execution and delivery by the Issuer of the Securities have been complied with; and (iv) covering such other matters as the Trustee may reasonably request. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing Holders.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the The Issuer may deliver Securities of any series series, executed by the Issuer to the Trustee Securities Administrator for authenticationauthentication together with the applicable documents referred to below in this Section, and the Trustee Securities Administrator shall thereupon authenticate and deliver such Securities to or upon the written order of the IssuerIssuer (contained in the Issuer Order referred to below in this Section). The maturity date, signed by original issue date, interest rate and any two officers other terms of the Securities of such series (including Redemption Notice Periods) shall be determined by or pursuant to such Issuer authorized by the Board to execute any such order, without any further action by the IssuerOrder. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities Securities, the Trustee and the Securities Administrator shall be entitled to receivereceive (in the case of subparagraphs (ii), (iii) and (iv) below only at or before the time of the first request of the Issuer to the Securities Administrator to authenticate Securities of such series) and (subject to Section 5.016.01) shall each be fully protected in relying upon, unless and until such documents have been superseded or revoked: (i) an Issuer Order requesting such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Issuer, provided that, with respect to Securities of a series subject to a Periodic Offering, (a) a certified copy such Issuer Order may be delivered by the Issuer to the Securities Administrator prior to the delivery to the Securities Administrator of any resolution or resolutions such Securities for authentication and delivery, (b) the Securities Administrator shall authenticate and deliver Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the Board authorizing the action taken aggregate principal amount established for such series, pursuant to an Issuer Order and (c) the resolution maturity date or resolutions delivered under clause 2.04(bdates, original issue date or dates, interest rate or rates and any other terms of Securities of such series (including Redemption Notice Periods) belowshall be determined by an Issuer Order; (bii) a copy of any resolution Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.01 and 2.03 by or resolutions pursuant to which the forms and terms of the Board relating to such series, in each case certified by the Secretary or an Assistant Secretary of the IssuerSecurities were established; (c) an executed supplemental indenture, if any; (diii) an Officers' ’ Certificate setting forth the form or forms and terms of the Securities as required pursuant to Section 2.01 and 2.03, respectively and prepared in accordance with Section 10.05; (e) an Opinion of Counsel, prepared in accordance with Section 10.05, to the effect that (i) stating that the form or forms and terms of such the Securities have been established by or pursuant to a resolution of the Board or by a supplemental indenture as permitted by Section Sections 2.01 and 2.03 and comply with this Indenture, and covering such other matters as the Trustee and the Securities Administrator may reasonably request; and (iv) at the option of the Issuer, either an Opinion of Counsel, or a letter addressed to the Trustee and the Securities Administrator permitting each of them to rely on an Opinion of Counsel, substantially to the effect that: (A) the forms of the Securities have been duly authorized and established in conformity with the provisions of this Indenture; (iiB) in the case of an underwritten offering, the terms of the Securities have been duly authorized and established in conformity with the provisions of this Indenture, and, in the case of an offering that is not underwritten, certain terms of the Securities have been established pursuant to a Board Resolution, an Officers’ Certificate or a supplemental indenture in accordance with this Indenture, and when such Securitiesother terms as are to be established pursuant to procedures set forth in an Issuer Order shall have been established, when authenticated and delivered by the Trustee and issued all such terms will have been duly authorized by the Issuer and will have been established in conformity with the manner provisions of this Indenture; (C) when the Securities have been executed by the Issuer and subject authenticated by the Securities Administrator in accordance with the provisions of this Indenture and delivered to any conditions specified in such Opinion of Counseland duly paid for by the purchasers thereof, they will constitute have been duly issued under this Indenture and will be valid and binding obligations of the Issuer;, enforceable in accordance with their respective terms, and will be entitled to the benefits of this Indenture; and (iiiD) that all laws and requirements in respect of the execution and delivery by the Issuer of, and the performance by the Issuer of its obligations under, the Securities, will not contravene any provision of applicable law or the certificate of incorporation or by-laws of the Securities Issuer or any agreement or other instrument binding upon the Issuer or any of its consolidated subsidiaries that is material to the Issuer and its subsidiaries, taken as a whole, or, to the best of such counsel’s knowledge, any judgment, order or decree of any U.S. governmental body, agency or court having jurisdiction over the Issuer or any of its consolidated subsidiaries, and no consent, approval or authorization of any U.S. governmental body or agency is required for the performance by the Issuer of its obligations under the Securities, except such as are specified and have been complied with; and obtained and such as may be required by the securities or blue sky laws of the various states in connection with the offer and sale of the Securities. In rendering such opinions, such counsel may qualify any opinions as to enforceability by stating that such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting the rights and remedies of creditors and is subject to general principles of equity (iv) covering regardless of whether such enforceability is considered in a proceeding in equity or at law). Such counsel may rely, as to all matters governed by the laws of jurisdictions other matters as than the State of New York and the federal law of the United States, upon opinions of other counsel (copies of which shall be delivered to the Trustee and the Securities Administrator), who shall be counsel reasonably satisfactory to the Trustee and the Securities Administrator, in which case the opinion shall state that such counsel believes that it, the Trustee and the Securities Administrator are entitled so to rely. Such counsel may reasonably requestalso state that, insofar as such opinion involves factual matters, he has relied, to the extent he deems proper, upon certificates of officers of the Issuer and its subsidiaries and certificates of public officials. The Trustee Securities Administrator shall have the right to decline to authenticate and deliver any Securities under this Section if the TrusteeSecurities Administrator, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee Securities Administrator in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee or the Securities Administrator to personal liability to existing HoldersHolders or would affect the Trustee’s or Securities Administrator’s rights, duties or immunities under the Securities, this Indenture or otherwise. If the Issuer shall establish pursuant to Section 2.03 that the Securities of a series are to be issued in the form of one or more Registered Global Securities, then the Issuer shall execute and the Securities Administrator shall, in accordance with this Section and the Issuer Order with respect to such series, authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series issued and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered or held by the Securities Administrator pursuant to such Depositary’s instructions and (iv) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.” Each Depositary designated pursuant to Section 2.03 must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securities of any series executed by the Issuer to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Issuer, signed by any two officers officer of the Issuer authorized by the Board to execute any such order, without any further action by the Issuer. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities the Trustee shall be entitled to receiveprovided with, and (subject to Section 5.01) shall be fully protected in relying upon: (a) a certified copy of any resolution or resolutions of the Board authorizing the action taken pursuant to the resolution or resolutions delivered under clause 2.04(b) below; (b) a copy of any resolution or resolutions of the Board relating to such series, in each case certified by the Secretary or an Assistant Secretary of the Issuer; (c) an executed supplemental indenture, if any; (d) an Officers' ’ Certificate setting forth the form and terms of the Securities as required pursuant to Section 2.01 and 2.03, respectively and prepared in accordance with Section 10.0510.06; (e) an Opinion of Counsel, prepared in accordance with Section 10.0510.06, to the effect that (i) that the form or forms and terms of such Securities have been established by or pursuant to a resolution of the Board or by a supplemental indenture as permitted by Section 2.01 and 2.03 in conformity with the provisions of this Indenture; (ii) that such Securities, when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Issuer;; and (iii) that all laws and requirements in respect of the execution and delivery by the Issuer of the Securities have been complied with; and (iv) and covering such other matters as the Trustee may reasonably request. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing Holders.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver any Series of Securities of any series executed by the Issuer Company to the Trustee for authenticationauthentication by it, and the Trustee shall thereupon authenticate and deliver such said Securities to or upon the written order of the Issuer, signed by any two officers of the Issuer authorized by the Board to execute any such ordera Company Order, without any further corporate action by the IssuerCompany. In If the form or terms of such Series of Securities have been established in or pursuant to one or more Board Resolutions or a supplemental indenture as permitted by this Section 2.3 and Section 2.2, in authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities Securities, the Trustee shall be entitled to receive, and (subject to Section 5.017.1) shall be fully protected in relying upon: (a1) a certified copy each Board Resolution relating to such Series of any resolution or resolutions of the Board authorizing the action taken pursuant to the resolution or resolutions delivered under clause 2.04(b) belowSecurities; (b) a copy of any resolution or resolutions of the Board relating to such series, in each case certified by the Secretary or an Assistant Secretary of the Issuer; (c2) an executed supplemental indenture, if any, relating to such series of Securities; (d3) an Officers' Certificate setting forth the form and terms of the Securities, stating that the form and terms of the Securities as required have been established pursuant to Section 2.01 2.2 and 2.03subparagraph 2.4.3 and comply with this Indenture, respectively and prepared in accordance with Section 10.05covering such other matters as the Trustee may reasonably request; (e4) an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel to the effect that: (ia) that if the form of such Securities has been established by or forms and pursuant to resolutions of the Board of Trustees of the Company as permitted by subparagraph 2.4.3 that such form has been established in conformity with the provisions of this Indenture; (b) if the terms of such Securities have been established by or pursuant to a resolution of the Board or by a supplemental indenture Resolutions as permitted by this Section 2.01 and 2.03 2.1, that such terms have been established in conformity with the provisions of this Indenture; (iic) that such Securities, when authenticated and delivered by the Trustee and executed and issued by the Issuer Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute be valid and binding obligations of the IssuerCompany, except as any rights thereunder may be limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditor's rights generally and by general equity principles; (iiid) that all laws and requirements in respect of the execution and delivery by the Issuer Company of the such Securities have been complied withwith and that authentication and delivery of the Securities by the Trustee will not violate the terms of this Indenture; and (ive) covering such other matters as the Trustee may reasonably request. The Trustee Each fully registered Security shall have be dated the right to decline to authenticate and deliver any date of its authentication. Any series of Bearer Securities under this Section if shall be dated as provided in the Trustee, being advised by counsel, determines that Board Resolution or the provisions of the supplemental indenture creating such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing Holdersseries.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securities of any series executed by the Issuer to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the IssuerIssuer (contained in the Issuer Order referred to below in this Section), signed or pursuant to such procedures acceptable to the Trustee and to such recipients as may be specified from time to time by an Issuer Order. The maturity date, original issue date, interest rate and any two officers other terms of the Securities of such series may, if not previously established by a Board Resolution, Officers' Certificate or indenture supplemental hereto pursuant to Section 2.03, be determined by or pursuant to such Issuer Order and procedures. If provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral instructions from the Issuer or its duly authorized by the Board to execute any such orderagent, without any further action by the Issuerwhich instructions shall be promptly confirmed in writing. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities the Trustee shall be entitled to receivereceive (in the case of subparagraphs 1, 2, 3 and 4 below only at or before the time of the first request of the Issuer to the Trustee to authenticate Securities of such series), and (subject to Section 5.01) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) a certified copy of any resolution or resolutions of the Board authorizing the action taken pursuant to the resolution or resolutions delivered under clause 2.04(b) below; (b1) a copy of any resolution or resolutions of the Board of Directors relating to such series, in each case certified by the Secretary or an Assistant Secretary of the Issuer; (c2) an executed supplemental indenture, if any; (d3) an Officers' Certificate setting forth the form and terms terms, or the manner of establishing the terms, of the Securities as required pursuant to Section 2.01 and 2.03, respectively and prepared in accordance with Section 10.05; (e4) an Opinion of Counsel, prepared in accordance with Section 10.05, to the effect that (ia) that the form or forms and terms of such Securities have been established by or pursuant to a resolution of the Board of Directors or by a supplemental indenture as permitted by Section 2.01 and 2.03 in conformity with the provisions of this Indenture; (iib) that in the case of an underwritten offering, the terms of the Securities have been duly authorized and established in conformity with the provisions of this Indenture, and, in the case of a Periodic Offering, certain terms of the Securities have been established pursuant to a resolution of the Board of Directors, an Officers' Certificate or a supplemental indenture in accordance with this Indenture, and when such other terms as are to be established pursuant to procedures set forth in an Issuer Order shall have been established, all such terms will have been duly authorized by the Issuer and will have been established in conformity with the provisions of this Indenture; (c) such Securities, when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Issuer; (iiid) that all laws and requirements in respect of the execution and delivery by the Issuer of the Securities have been complied with; and (ive) covering such other matters as the Trustee may reasonably request. . (5) an Issuer Order requesting such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Issuer, provided that, with respect to Securities of a series subject to a Periodic Offering, (a) such Issuer Order may be delivered by the Issuer to the Trustee prior to the delivery to the Trustee of such Securities for authentication and delivery, (b) the Trustee shall authenticate and deliver Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to an Issuer Order or pursuant to procedures acceptable to the Trustee as may be specified from time to time by an Issuer Order, (c) the maturity date or dates, original issue date or dates, interest rate or rates and any other terms of Securities of such series shall be determined by an Issuer Order or pursuant to such procedures and (d) if provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuer or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing; The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing HoldersHolders or would affect the Trustee's own rights, duties or immunities under the Securities, this Indenture or otherwise.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Securities of any series Series having attached thereto appropriate Coupons, if any, executed by the Issuer Company to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the IssuerCompany, signed by both (a) the chairman of its Board of Directors, or any two officers vice chairman of the Issuer authorized its Board of Directors, or its president or any vice president and (b) by the Board to execute its treasurer or any such orderassistant treasurer, secretary or any assistant secretary without any further action by the IssuerCompany. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities Securities, the Trustee shall be entitled to receive, receive and (subject to Section 5.016.1) shall be fully protected in relying upon: (a) a certified copy of any resolution or resolutions of the Board of Directors authorizing the action taken pursuant to the resolution or resolutions delivered under clause 2.04(b(2) below; (b) a copy of any resolution or resolutions of the Board of Directors relating to such seriesSeries, in each case certified by the Secretary secretary or an Assistant Secretary assistant secretary of the IssuerCompany; (c) an executed supplemental indenture, if any; (d) an Officers' Certificate setting forth the form and terms of the Securities of such Series as required pursuant to Section 2.01 Sections 2.1 and 2.032.3, respectively respectively, and prepared in accordance with Section 10.05;11.5; and (e) an Opinion of Counsel, prepared in accordance with Section 10.0511.5, to the effect thatwhich shall state: (i) that the form or forms and terms of such Securities and Coupons, if any have been established by or pursuant to a resolution of the Board of Directors or by a supplemental indenture as permitted by Section 2.01 Sections 2.1 and 2.03 2.3 in conformity with the provisions of this Indenture; (ii) that such SecuritiesSecurities and Coupons, if any have been duly authorized, and, when authenticated and delivered by the Trustee and issued by the Issuer Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the IssuerCompany enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors' rights and by general equitable principles, regardless of whether such enforceability is considered in a proceeding in equity or at law; (iii) that all laws and requirements in respect of the execution and delivery by the Issuer Company of the Securities and Coupons, if any, and the related supplemental indenture, if any, have been complied with; (iv) the registration statement, if any, relating to the Securities of such series and any amendments thereto has become effective under the Securities Act of 1933 and to the best knowledge of such counsel, no stop order suspending the effectiveness of such registration statement, as amended, has been issued and no proceedings for that purpose have been instituted or threatened; (v) no consent, approval, authorization or order of any court or governmental agency or body in the United States is required for the issuance of the Securities of such Series, except such as have been obtained and such as may be required under the blue sky laws of any jurisdiction in the United States in connection with the purchase and distribution of the Securities of such Series; (vi) neither the issue nor sale of the Securities of such Series will contravene the charter or by-laws of the Company or will conflict with, result in a breach of or constitute a default under the terms of any indenture or other agreement or instrument known to such counsel and to which the Company or any of its Subsidiaries is a party or is bound, or any order or regulation known to such counsel to be applicable to the Company or any of its Subsidiaries of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Company or any of its Subsidiaries; and (ivvii) covering the authentication and delivery of the Securities of such other matters as series by the Trustee may reasonably requestin accordance with the directions of the Company so to do, and the Company's execution and delivery of the Securities of such series, will not violate the terms of this Indenture; PROVIDED, HOWEVER, that in the case of any Series issuable in Tranches, if the Trustee has previously received the documents referred to in Section 2.6(1)-(5) with respect to such Series, the Trustee shall authenticate and deliver Securities of such Series executed and delivered by the Company for original issuance upon receipt by the Trustee of the applicable Company Notice. The Trustee shall have the right to decline to authenticate and deliver any Securities and Coupons, if any, under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer Company or if the issue of such Securities pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under this Indenture in a manner not reasonably acceptable to the Trustee. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in good faith Section 2.12, together with a written statement (which need not comply with Section 11.5 and need not be accompanied by its board an Opinion of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine Counsel) stating that such action would expose Security has never been issued and sold by the Trustee Company, for all purposes of this Indenture such Security shall be deemed never to personal liability have been authenticated and delivered hereunder and shall never be entitled to existing Holdersthe benefits of this Indenture.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Securities of any series Series executed by the Issuer Company to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the IssuerCompany, signed by both (a) the chairman of its Board of Directors, or any two officers vice chairman of the Issuer authorized its Board of Directors, or its president or any vice president and (b) by the Board to execute its treasurer or any such orderassistant treasurer, secretary or any assistant secretary without any further action by the IssuerCompany. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities Securities, the Trustee shall be entitled to receive, receive and (subject to Section 5.016.1) shall be fully protected in relying upon: (a1) a certified copy of any resolution or resolutions of the Board of Directors authorizing the action taken pursuant to the resolution or resolutions delivered under clause 2.04(b(2) below; (b2) a copy of any resolution or resolutions of the Board of Directors relating to such seriesSeries, in each case certified by the Secretary secretary or an Assistant Secretary assistant secretary of the IssuerCompany; (c3) an executed supplemental indenture, if any; (d4) an Officers' ’ Certificate setting forth the form and terms of the Securities of such Series as required pursuant to Section 2.01 Sections 2.1 and 2.032.3, respectively respectively, and prepared in accordance with Section 10.0511.5; (e5) an Opinion of Counsel, prepared in accordance with Section 10.0511.5, to the effect that: (ia) that the form or forms and of such Securities have been established by or pursuant to a resolution of the Board of Directors or by a supplemental indenture as permitted by Section 2.1 in conformity with the provisions of this Indenture; (b) that the terms of such Securities have been established by or pursuant to a resolution of the Board of Directors or by a supplemental indenture an Officers’ Certificate as permitted by Section 2.01 and 2.03 2.3 in conformity with the provisions of this Indenture; (iic) that such SecuritiesSecurities have been duly authorized, and, when authenticated and delivered by the Trustee and issued by the Issuer Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the IssuerCompany enforceable in accordance with their terms (subject, as to enforceability, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity); (iiid) the registration statement, if any, relating to the Securities of such Series and any amendments thereto has become effective under the Securities Act of 1933 and to the best knowledge of such counsel, no stop order suspending the effectiveness of such registration statement, as amended, has been issued and no proceedings for that all laws purpose have been instituted or threatened; (e) the authentication and requirements in respect delivery of the Securities of such Series by the Trustee in accordance with the directions of the Company so to do, and the Company’s execution and delivery by the Issuer of the Securities of such Series, will not violate the terms of this Indenture; and (f) this Indenture has been qualified under the Trust Indenture Act or that it is not necessary to qualify the Indenture under the Trust Indenture Act. If all the Securities of any Series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel and an Officer’s Certificate at the time of issuance of each Security, but such opinion and certificate, with appropriate modifications, shall be delivered at or before the time of issuance of the first Security of such Series. After any such first delivery, any separate written request by an Officer of the Company or any person designated in writing by an Officer that the Trustee authenticate and deliver Securities of such Series for original issue will be deemed to be a certification by the Company that all conditions precedent provided for in this Indenture relating to authentication and delivery of such Securities continue to have been complied with; and (iv) covering such other matters as the Trustee may reasonably request. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer Company or if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under this Indenture in a manner not acceptable to the Trustee. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in good faith Section 2.10, together with a written statement (which need not comply with Section 11.5 and need not be accompanied by its board an Opinion of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine Counsel) stating that such action would expose Security has never been issued and sold by the Trustee Company, for all purposes of this Indenture such Security shall be deemed never to personal liability have been authenticated and delivered hereunder and shall never be entitled to existing Holdersthe benefits of this Indenture.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the The Issuer may deliver Securities of any series executed by the Issuer to the Trustee for authenticationauthentication together with the applicable documents referred to below in this Section 2.4, and the Trustee shall thereupon authenticate and deliver such Securities to to, or upon the written order of the IssuerIssuer (contained in the Issuer Order referred to below in this Section 2.4) or pursuant to such procedures acceptable to the Trustee and to such recipients as may be specified from time to time by an Issuer Order. The maturity date, signed by original issue date, interest rate, if any, and any two officers other terms of the Securities of such series shall be determined by or pursuant to such Issuer authorized Order and procedures. If provided for in such procedures and agreed to by the Board Trustee, such Issuer Order may authorize authentication and delivery pursuant to execute any such orderoral instructions from the Issuer or its duly authorized agent, without any further action by the Issuerwhich instructions shall be promptly confirmed in writing. In authenticating the Securities of such Securities series and accepting the additional responsibilities under this Indenture in relation to such Securities Securities, the Trustee shall be entitled to receivereceive (in the case of subparagraphs (2), (3) and (4) below only at or before the time of the first request of the Issuer to the Trustee to authenticate Securities of such series) and (subject to Section 5.016.1) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (1) an Issuer Order requesting such authentication and setting forth delivery instructions provided that, with respect to Securities of a series subject to a Periodic Offering, (a) a certified copy such Issuer Order may be delivered by the Issuer to the Trustee prior to the delivery to the Trustee of such Securities for authentication and delivery, (b) the Trustee shall authenticate and deliver Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to an Issuer Order or pursuant to procedures acceptable to the Trustee as may be specified from time to time by an Issuer Order, (c) the maturity date or dates, original issue date or dates, interest rate or rates, if any, and any resolution other terms of Securities of such series shall be determined by an Issuer Order or resolutions pursuant to such procedures, (d) if provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuer or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing and (e) after the original issuance of the Board authorizing first Security of such series to be issued, any separate request by the action taken pursuant Issuer that the Trustee authenticate Securities of such series for original issuance will be deemed to be a certification by the Issuer that it is in compliance with all conditions precedent provided for in this Indenture relating to the resolution or resolutions delivered under clause 2.04(b) belowauthentication and delivery of such Securities; (b2) a copy of any resolution the Board Resolution, Officers' Certificate or resolutions executed supplemental indenture referred to in Sections 2.1 and 2.3 by or pursuant to which the forms and terms of the Board relating to Securities of such series, in each case certified by the Secretary or an Assistant Secretary of the Issuerseries were established; (c) an executed supplemental indenture, if any; (d3) an Officers' Certificate setting forth the form or forms and terms of the Securities as required pursuant to Section 2.01 and 2.03, respectively and prepared in accordance with Section 10.05; (e) an Opinion of Counsel, prepared in accordance with Section 10.05, to the effect that (i) stating that the form or forms and terms of such the Securities have been established by or pursuant to a resolution Sections 2.1 and 2.3 and comply with this Indenture and covering such other matters as the Trustee may reasonably request; and (4) at the option of the Board Issuers, either an Opinion of Counsel, or by a supplemental indenture as permitted by Section 2.01 letter from legal counsel addressed to the Trustee permitting it to rely on an Opinion of Counsel, substantially to the effect that: (a) the form or forms of the Securities of such series have been duly authorized and 2.03 established in conformity with the provisions of this Indenture; (iib) in the case of an underwritten offering, the terms of the Securities of such series have been duly authorized and established in conformity with the provisions of this Indenture, and, in the case of an offering that is not underwritten, certain terms of the Securities of such Securitiesseries have been established pursuant to a Board Resolution, an Officers' Certificate or a supplemental indenture in accordance with this Indenture, and when such other terms as are to be established pursuant to procedures set forth in an Issuer Order shall have been established, all such terms will have been duly authorized by the Issuer and will have been established in conformity with the provisions of this Indenture; (c) when the Securities of such series have been executed by the Issuer and the Securities of such series have been authenticated and delivered by the Trustee in accordance with the provisions of this Indenture and issued delivered to and duly paid for by the Issuer in the manner purchasers thereof, they will have been duly issued under this Indenture and subject to any conditions specified in such Opinion of Counsel, will constitute be valid and legally binding obligations of the Issuer;, enforceable in accordance with their respective terms, and will be entitled to the benefits of this Indenture; and (iiid) that all laws and requirements in respect of the execution and delivery by the Issuer of, and the performance by the Issuer of its obligations under, the Securities of such series will not contravene any provision of applicable law or the articles of incorporation or bylaws of the Issuer or any agreement or other instrument binding upon the Issuer or any of its Subsidiaries that is material to the Issuer and its Subsidiaries, considered as one enterprise, or, to such counsel's knowledge after the inquiry indicated therein (which shall be reasonable), any judgment, order or decree of any governmental agency or any court having jurisdiction over the Issuer or any Subsidiary of the Issuer, and no consent, approval or authorization of any governmental body or agency is required for the performance by the Issuer of its obligations under the Securities, except such as are specified and have been obtained and such as may be required by the securities or blue sky laws of the various states in connection with the offer and sale of the Securities. In addition, if the authentication and delivery relates to a new series of Securities created by an indenture supplemental hereto, such Opinion of Counsel shall also state that all laws and requirements with respect to the form and execution by the Issuer of the supplemental indenture with respect to the series of Securities have been complied with; and , the Issuer has corporate power to execute and deliver any such supplemental indenture and has taken all necessary corporate action for those purposes and any such supplemental indenture has been executed and delivered and constitutes the legal, valid and binding obligation of the Issuer enforceable in accordance with its terms. In rendering such opinions, such counsel may qualify any opinions as to enforceability by stating that such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting the rights and remedies of creditors and is subject to general principles of equity (iv) covering regardless of whether such enforceability is considered in a proceeding in equity or at law). Such counsel may rely, as to all matters governed by the laws of jurisdictions other matters as than the State of New Jersey and the federal law of the United States, upon opinions of other counsel (copies of which shall be delivered to the Trustee), who shall be counsel reasonably satisfactory to the Trustee, in which case the opinion shall state that such counsel believes that both such counsel and the Trustee are entitled so to rely. Such counsel may reasonably requestalso state that, insofar as such opinion involves factual matters, such counsel has relied, to the extent such counsel deems proper, upon certificates of officers of the Issuer and its Subsidiaries and certificates of public officials. The Trustee shall have the right to decline to authenticate and deliver any Securities of any series under this Section 2.4 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer Issuer, or if the Trustee in good faith by its board of directors or board of trustees, executive committee, committee or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing HoldersHolders or would adversely affect the Trustee's own rights, duties or immunities under the Securities, this Indenture or otherwise. If the Issuer shall establish pursuant to Section 2.3 that the Securities of a series are to be issued in the form of one or more Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with this Section 2.4 and the Issuer Order with respect to such series, authenticate and deliver one or more Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series to be issued in the form of Global Securities and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions, and (iv) shall bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary." Each Depositary designated pursuant to Section 2.3 must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and any other applicable statute or regulation.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the The Issuer may deliver Securities of any series executed by the Issuer to the Trustee for authenticationauthentication together with the applicable documents referred to below in this Section 2.4, and the Trustee shall thereupon authenticate and deliver such Securities to to, or upon the written order of, the Issuer (contained in the Issuer Order referred to below in this Section 2.4) or pursuant to such procedures acceptable to the Trustee and to such recipients as may be specified from time to time by an Issuer Order. The maturity date, original issue date, interest rate, if any, and any other terms of the IssuerSecurities of such series shall be determined by or pursuant to such Issuer Order and procedures. If provided for in such procedures and agreed to by the Trustee, signed by any two officers of such Issuer Order may authorize authentication and delivery pursuant to oral instructions from the Issuer or its duly authorized by the Board to execute any such orderagent, without any further action by the Issuerwhich instructions shall be promptly confirmed in writing. In authenticating the Securities of such Securities series and accepting the additional responsibilities under this Indenture in relation to such Securities Securities, the Trustee shall be entitled to receivereceive (in the case of subparagraphs (2), (3) and (4) below only at or before the time of the first request of the Issuer to the Trustee to authenticate Securities of such series) and (subject to Section 5.016.1) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (1) an Issuer Order requesting such authentication and setting forth delivery instructions if the Securities of such series are not to be delivered to the Issuer, provided that, with respect to Securities of a series subject to a Periodic Offering, (a) a certified copy of any resolution or resolutions of such Issuer Order may be delivered by the Board authorizing the action taken pursuant Issuer to the resolution or resolutions delivered under clause 2.04(b) below; Trustee prior to the delivery to the Trustee of such Securities for authentication and delivery, (b) a copy the Trustee shall authenticate and deliver Securities of any resolution or resolutions of such series for original issue from time to time, in an aggregate principal amount not exceeding the Board relating to aggregate principal amount established for such series, in each case certified pursuant to an Issuer Order or pursuant to procedures acceptable to the Trustee as may be specified from time to time by the Secretary or an Assistant Secretary of the Issuer; Issuer Order, (c) an executed supplemental indenturethe maturity date or dates, original issue date or dates, interest rate or rates, if any; , and any other terms of Securities of such series shall be determined by an Issuer Order or pursuant to such procedures, (d) an if provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuer or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing and (e) after the original issuance of the first Security of such series to be issued, any separate request by the Issuer that the Trustee authenticate Securities of such series for original issuance will be deemed to be a certification by the Issuer that it is in compliance with all conditions precedent provided for in this Indenture relating to the authentication and delivery of such Securities; (2) the Board Resolution, Officers' Certificate setting forth or executed supplemental indenture referred to in Sections 2.1 and 2.3 by or pursuant to which the form forms and terms of the Securities as required pursuant to Section 2.01 and 2.03, respectively and prepared in accordance with Section 10.05; (e) an Opinion of Counsel, prepared in accordance with Section 10.05, to the effect that (i) that the form or forms and terms of such Securities have been established by or pursuant to a resolution of the Board or by a supplemental indenture as permitted by Section 2.01 and 2.03 in conformity with the provisions of this Indentureseries were established; (ii) that such Securities, when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Issuer; (iii) that all laws and requirements in respect of the execution and delivery by the Issuer of the Securities have been complied with; and (iv) covering such other matters as the Trustee may reasonably request. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing Holders.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the The Issuer may deliver Securities of any series having attached thereto appropriate Coupons, if any, executed by the Issuer to the Trustee for authenticationauthentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon manually authenticate and deliver such Securities to or upon the written order of the IssuerIssuer (contained in the Issuer Order referred to below in this Section) or pursuant to such procedures acceptable to the Trustee and to such recipients as may be specified from time to time by an Issuer Order. The maturity date, signed by original issue date, interest rate and any two officers other terms of the Securities of such series and Coupons, if any, appertaining thereto shall be determined by or pursuant to such Issuer Order and procedures. If provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral instructions from the Issuer or its duly authorized by the Board to execute any such orderagent, without any further action by the Issuerwhich instructions shall be promptly confirmed in writing. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities Securities, the Trustee shall be entitled to receivereceive (in the case of subparagraphs (b), (c) and (d) below only at or before the time of the first request of the Issuer to the Trustee to authenticate Securities of such series) and (subject to Section 5.016.01) shall be fully protected in relying upon, unless and until such documents have been superceded or revoked: (a) an Issuer Order requesting such authentication and setting forth delivery instructions if the Securities and Coupons, if any, are not to be delivered to the Issuer, provided that, with respect to Securities of a certified copy series subject to a Periodic Offering, (i) such Issuer Order may be delivered by the Issuer to the Trustee prior to the delivery to the Trustee of any resolution or resolutions such Securities for authentication and delivery, (ii) the Trustee shall authenticate and deliver Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the Board authorizing the action taken aggregate principal amount established for such series, pursuant to an Issuer Order or pursuant to procedures acceptable to the resolution Trustee as may be specified from time to time by an Issuer Order, (iii) the maturity date or resolutions delivered under clause 2.04(bdates, original issue date or dates, interest rate or rates and any other terms of Securities of such series shall be determined by an Issuer Order or pursuant to such procedures and (iv) belowif provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuer or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing; (b) a copy of any resolution Board Resolution, Officer's Certificate and/or executed supplemental indenture referred to in Sections 2.01 and 2.03 by or resolutions pursuant to which the forms and terms of the Board relating to such seriesSecurities and Coupons, in each case certified by the Secretary or an Assistant Secretary of the Issuerif any, were established; (c) an executed supplemental indenture, if any; (d) an Officers' Officer's Certificate setting forth the form or forms and terms of the Securities as required pursuant to Section 2.01 and 2.03Coupons, respectively and prepared in accordance with Section 10.05; (e) an Opinion of Counselif any, prepared in accordance with Section 10.05, to the effect that (i) stating that the form or forms and terms of such the Securities and Coupons, if any, have been established by or pursuant to a resolution of the Board or by a supplemental indenture as permitted by Section Sections 2.01 and 2.03 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) at the option of the Issuer, either an Opinion of Counsel, or a letter addressed to the Trustee permitting it to rely on an Opinion of Counsel, substantially to the effect that: (i) the forms of the Securities and Coupons, if any, have been duly authorized and established in conformity with the provisions of this Indenture; (ii) in the case of an underwritten offering, the terms of the Securities have been duly authorized and established in conformity with the provisions of this Indenture, and, in the case of an offering that is not underwritten, certain terms of the Securities have been established pursuant to a Board Resolution, an Officer's Certificate or a supplemental indenture in accordance with this Indenture, and when such Securitiesother terms as are to be established pursuant to procedures set forth in an Issuer Order shall have been established, all such terms will have been duly authorized by the Issuer and will have been established in conformity with the provisions of this Indenture; (iii) when the Securities and Coupons, if any, have been executed by the Issuer and authenticated and delivered by the Trustee in accordance with the provisions of this Indenture and issued delivered to and duly paid for by the Issuer in the manner purchasers thereof, they will have been duly issued under this Indenture and subject to any conditions specified in such Opinion of Counsel, will constitute be valid and legally binding obligations of the Issuer;, enforceable in accordance with their respective terms, and will be entitled to the benefits of this Indenture; and (iiiiv) that all laws and requirements in respect of the execution and delivery by the Issuer of, and the performance by the Issuer of its obligations under, the Securities and Coupons, if any, will not contravene any provision of applicable law or the certificate of incorporation or by-laws of the Issuer or any agreement or other instrument binding upon the Issuer or any of its subsidiaries that is material to the Issuer and its subsidiaries, considered as one enterprise, or, to the best of such counsel's knowledge, any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Issuer or any subsidiary, and no consent, approval or authorization of any governmental body or agency is required for the performance by the Issuer of its obligations under the Securities and Coupons, if any, except such as are specified and have been obtained and such as may be required by the securities or blue sky laws of the various states in connection with the offer and sale of the Securities have been complied with; and and Coupons, if any. In rendering such opinions, such counsel may qualify any opinions as to enforceability by stating that such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting the rights and remedies of creditors and is subject to general principles of equity (iv) covering regardless of whether such enforceability is considered in a proceeding in equity or at law). Such counsel may rely, as to all matters governed by the laws of jurisdictions other matters as than the State of New York and the federal law of the United States, upon opinions of other counsel (copies of which shall be delivered to the Trustee), who shall be counsel reasonably satisfactory to the Trustee, in which case the opinion shall state that such counsel believes he and the Trustee are entitled so to rely. Such counsel may reasonably requestalso state that, insofar as such opinion involves factual matters, he has relied, to the extent he deems proper, upon certificates of officers of the Issuer and its subsidiaries and certificates of public officials. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing HoldersHolders or would affect the Trustee's own rights, duties or immunities under the Securities, this Indenture or otherwise. If the Issuer shall establish pursuant to Section 2.03 that the Securities of a series are to be issued in the form of one or more Registered Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with this Section and the Issuer Order with respect to such series, authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series issued and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions and (iv) shall bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary." Each Depositary designated pursuant to Section 2.03 must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the Issuer Issuers may deliver Securities of any series executed by the Issuer Issuers to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the a written order of the Issuer, signed by any two officers an Officer of each Issuer. The Securities shall be dated the Issuer authorized by the Board to execute any such order, without any further action by the Issuerdate of their authentication. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities Securities, the Trustee shall be entitled to receive, and (subject to Section 5.017.01) shall be fully protected in relying upon: (a) a certified copy of any resolution or resolutions of the Board authorizing the action taken pursuant to the resolution or resolutions delivered under clause 2.04(b) below; (b1) a copy of any resolution or resolutions Board Resolution of the Board relating to such series, in each case certified Issuer as permitted by the Secretary or an Assistant Secretary of the IssuerSection 2.01 and 2.03; (c2) an executed supplemental indenture, if any; (d3) an Officers' ’ Certificate setting forth the form and terms of the Securities as required pursuant to Section 2.01 and 2.03, respectively and each Issuer; and (4) an Opinion of Counsel prepared in accordance with Section 10.05; (e) an Opinion of Counsel12.04, prepared in accordance with Section 10.05, substantially to the effect that: (ia) that the form of such Securities has been established by or forms pursuant to a Board Resolution of each Issuer as permitted by Section 2.01, and that such form has been established in conformity with the provisions of this Indenture; (b) the terms (or the manner of determining the terms) of such Securities have been established by or pursuant to a resolution Board Resolution of the Board or by a supplemental indenture each Issuer as permitted by Section 2.01 2.03, and 2.03 that such terms have been established in conformity with the provisions of this Indenture;; and (iic) that such Securities, when authenticated and delivered by the Trustee and issued by the Issuer Issuers in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Issuer; (iii) that all Issuers, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, preference, reorganization, moratorium, rehabilitation, or similar laws and requirements in respect legal principles relating to or affecting creditors’ rights and general principles of the execution and delivery by the Issuer of the Securities have been complied with; and (iv) covering such other matters as the Trustee may reasonably requestequity. The Trustee shall have the right to decline not be required to authenticate and deliver any such Securities under this Section if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, being advised by counsel, determines that such action may duties or immunities under the Securities and this Indenture or otherwise in a manner which is not lawfully be taken reasonably acceptable to the Trustee. If any Security shall have been authenticated and delivered hereunder but never issued and sold by the Issuer or if Issuers, and the Issuers shall deliver such Security to the Trustee for cancellation as provided in good faith Section 2.14, such Security shall for all purposes of this Indenture be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate Securities of any series. Unless limited by its board the terms of directors or board of trusteessuch appointment, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to personal liability authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights under Section 7.03 to existing Holdersdeal with the Issuers and their Subsidiaries and Affiliates as any Registrar, Paying Agent or Conversion Agent. Each Security shall be dated the date of its authentication.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the The Issuer may deliver Securities of any series having attached thereto appropriate Coupons, if any, executed by the Issuer to the Trustee for authenticationauthentication together with the applicable documents referred to below in this Section 2.4, and the Trustee shall thereupon authenticate and deliver such Securities and Coupons, if any, to or upon the written order of the IssuerIssuer (contained in the Issuer Order referred to below in this Section) or pursuant to such procedures acceptable to the Trustee and to such recipients as may be specified from time to time by an Issuer Order. The maturity date, signed by original issue date, interest rate and any two officers other terms of the Securities of such series and Coupons, if any, appertaining thereto shall be determined by or pursuant to such Issuer Order and procedures. If provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuer or its duly authorized by the Board to execute any such orderagent or agents, without any further action by the Issuerwhich instructions, if oral, shall be promptly confirmed in writing. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities Securities, the Trustee shall be entitled to receivereceive (in the case of subparagraphs (2), (3) and (4) below only at or before the time of the first request of the Issuer to the Trustee to authenticate Securities of such series) and (subject to Section 5.016.1) shall be fully protected in relying upon, the following enumerated documents unless and until such documents have been superseded or revoked: (1) an Issuer Order requesting such authentication and setting forth delivery instructions if the Securities and Coupons, if any, are not to be delivered to the Issuer, PROVIDED that, with respect to Securities of a series subject to a Periodic Offering, (a) a certified copy such Issuer Order may be delivered by the Issuer to the Trustee prior to the delivery to the Trustee of any resolution or resolutions such Securities for authentication and delivery, (b) the Trustee shall authenticate and deliver Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the Board authorizing the action taken aggregate principal amount established for such series, pursuant to an Issuer Order or pursuant to procedures acceptable to the resolution Trustee as may be specified from time to time by an Issuer Order, (c) the maturity date or resolutions delivered under clause 2.04(bdates, original issue date or dates, interest rate or rates and any other terms of Securities of such series shall be determined by an Issuer Order or pursuant to such procedures and (d) belowif provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuer or its duly authorized agent or agents, which instructions, if oral, shall be promptly confirmed in writing; (b2) a copy of any resolution Board Resolution, Officer's Certificate and/or executed supplemental indenture referred to in Section 2.1 and 2.3 by or resolutions pursuant to which the forms and terms of the Board relating to such seriesSecurities and Coupons, in each case certified by the Secretary or an Assistant Secretary of the Issuerif any, were established; (c3) an executed supplemental indenture, if any; (d) an Officers' Officer's Certificate setting forth the form or forms and terms of the Securities as required pursuant to Section 2.01 and 2.03Coupons, respectively and prepared in accordance with Section 10.05; (e) an Opinion of Counselif any, prepared in accordance with Section 10.05, to the effect that (i) stating that the form or forms and terms of such the Securities and Coupons, if any, have been established by or pursuant to a resolution Sections 2.1 and 2.3 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (4) At the option of the Board Issuer, either one or by more Opinions of Counsel, or a supplemental indenture as permitted by Section 2.01 letter addressed to the Trustee permitting it to rely on one or more Opinions of Counsel, substantially to the effect that: (a) the form or forms of the Securities and 2.03 Coupons, if any, have been duly authorized and established in conformity with the provisions of this Indenture; (iib) in the case of an underwritten offering, the terms of the Securities have been duly authorized and established in conformity with the provisions of this Indenture, and, in the case of an offering that is not underwritten, certain terms of the Securities have been established pursuant to a Board Resolution, an Officer's Certificate or a supplemental indenture in accordance with this Indenture, and when such Securitiesother terms as are to be established pursuant to procedures set forth in an Issuer Order shall have been established, all such terms will have been duly authorized by the Issuer and will have been established in conformity with the provisions of this Indenture; and (c) such Securities and Coupons, if any, when executed by the Issuer and authenticated and delivered by the Trustee in accordance with the provisions of this Indenture and issued delivered to and duly paid for by the Issuer in the manner purchasers thereof, and subject to any conditions specified in such Opinion of Counsel, will constitute have been duly issued under this Indenture, will be entitled to the benefits of this Indenture, and will be valid and binding obligations of the Issuer; , enforceable in accordance with their respective terms except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganization, liquidation, moratorium, fraudulent transfer or similar laws affecting creditors' rights generally, (ii) rights of acceleration, if any, and (iii) the availability of equitable remedies may be limited by equitable principles of general applicability and such counsel need express no opinion with regard to the enforceability of Section 6.6 or of a judgment denominated in a currency other than Dollars. In rendering such opinions, any counsel may qualify any opinions as to enforceability by stating that all such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium, fraudulent transfer and other similar laws affecting the rights and requirements remedies of creditors and is subject to general principles of equity (regardless of whether such enforceability is considered in respect a proceeding in equity or at law). Such counsel may rely upon opinions of other counsel (copies of which shall be delivered to the Trustee) reasonably satisfactory to the Trustee, in which case the opinion shall state that such counsel believes he and the Trustee are entitled so to rely. Such counsel may also state that, insofar as such opinion involves factual matters, he has relied, to the extent he deems proper, upon certificates of officers of the execution Issuer and delivery by the Issuer its subsidiaries and certificates of the Securities have been complied with; and (iv) covering such other matters as the Trustee may reasonably requestpublic officials. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, committee or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing HoldersHolders or would affect the Trustee's own rights, duties or immunities under the Securities, this Indenture or otherwise. If the Issuer shall establish pursuant to Section 2.3 that the Securities of a series are to be issued in the form of one or more Registered Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with this Section and the Issuer Order with respect to such series, authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series issued and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or delivered or held pursuant to such Depositary's instructions and (iv) shall bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary." Each Depositary designated pursuant to Section 2.3 must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securities of any series executed by the Issuer to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Issuer, such order to be signed by both (a) the chairman of its Board of Directors, or any two officers vice chairman of the Issuer authorized its Board of Directors, or its president or any vice president and (b) by the Board to execute its treasurer or any such orderassistant treasurer, without any further action by the Issuer. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities the Trustee shall be entitled to receive, and (subject to Section 5.01) shall be fully protected in relying upon: (a) a certified copy of any resolution or resolutions of the Board of Directors authorizing the action taken pursuant to the resolution or resolutions delivered under clause Section 2.04(b) below; (b) a copy of any resolution or resolutions of the Board of Directors relating to such series, in each case certified by the Secretary secretary or an Assistant Secretary assistant secretary of the Issuer; (c) an executed supplemental indenture, if any, and the documentation required to be delivered pursuant to Section 7.04; (d) an Officers' ’ Certificate setting forth the form and terms of the Securities as required pursuant to Section 2.01 and 2.03, respectively and prepared in accordance with Section 10.05; (e) an Opinion of Counsel, prepared in accordance with Section 10.05, to the effect thateffect (i) that the form or forms and terms of such Securities have been established by or pursuant to a resolution of the Board of Directors or by a supplemental indenture as permitted by Section 2.01 and 2.03 in conformity with the provisions of this Indenture;; and (ii) that such Securities, when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and binding obligations of the Issuer; (iii) that all laws and requirements in respect of the execution and delivery by Issuer enforceable against the Issuer of the Securities have been complied with; and (iv) covering such other matters as the Trustee may reasonably requestin accordance with their terms. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability liability. If the Issuer shall establish pursuant to existing HoldersSection 2.03 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Issuer shall execute (in accordance with Section 2.05) and the Trustee shall authenticate and make available for delivery one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series issued in such form and not yet canceled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the (a) The Issuer may deliver Securities of any series executed by the Issuer to the Trustee for authenticationauthentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the IssuerIssuer (contained in the Issuer Order referred to below in this Section) or pursuant to such procedures acceptable to the Trustee and to such recipients as may be specified from time to time by an Issuer Order. The maturity date, signed by original issue date, interest rate and any two officers other terms of the Securities of such series (including Redemption Notice Periods) shall be determined by or pursuant to such Issuer Order and procedures. If provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral instructions from the Issuer or its duly authorized by the Board to execute any such orderagent, without any further action by the Issuerwhich instructions shall be promptly confirmed in writing. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities Securities, the Trustee shall be entitled provided with (in the case of subparagraphs 2.04(a)(ii), 2.04(a)(iii) and 2.04(a)(iv) below only at or before the time of the first request of the Issuer to receive, the Trustee to authenticate Securities of such series) and (subject to Section 5.016.01) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (ai) an Issuer Order requesting such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Issuer, provided that, with respect to Securities of a certified copy series subject to a Periodic Offering, (A) such Issuer Order may be delivered by the Issuer to the Trustee prior to the delivery to the Trustee of any resolution or resolutions such Securities for authentication and delivery, (B) the Trustee shall authenticate and deliver Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the Board authorizing the action taken aggregate principal amount established for such series, pursuant to an Issuer Order or pursuant to procedures acceptable to the resolution Trustee as may be specified from time to time by an Issuer Order, (C) the maturity date or resolutions delivered under clause 2.04(bdates, original issue date or dates, interest rate or rates and any other terms of Securities of such series (including Redemption Notice Periods) belowshall be determined by an Issuer Order or pursuant to such procedures and (D) if provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuer or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing; (bii) a copy of any resolution Board Resolution, Officer’s Certificate and/or executed supplemental indenture referred to in Section 2.01 and 2.03 by or resolutions pursuant to which the forms and terms of the Board relating to such series, in each case certified by the Secretary or an Assistant Secretary of the IssuerSecurities were established; (ciii) an executed supplemental indenture, if any; (d) an Officers' Officer’s Certificate setting forth the form or forms and terms of the Securities as required pursuant to Section 2.01 and 2.03, respectively and prepared in accordance with Section 10.05; (e) an Opinion of Counsel, prepared in accordance with Section 10.05, to the effect that (i) stating that the form or forms and terms of such the Securities have been established by or pursuant to a resolution of the Board or by a supplemental indenture as permitted by Section 2.01 and 2.03 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (iv) at the option of the Issuer, either an Opinion of Counsel, or a letter addressed to the Trustee permitting it to rely on an Opinion of Counsel, substantially to the effect that: (A) the forms of the Securities have been duly authorized and established in conformity with the provisions of this Indenture; (iiB) in the case of an underwritten offering, the terms of the Securities have been duly authorized and established in conformity with the provisions of this Indenture, and, in the case of an offering that is not underwritten, certain terms of the Securities have been established pursuant to a Board Resolution, an Officer’s Certificate or a supplemental indenture in accordance with this Indenture, and when such Securitiesother terms as are to be established pursuant to procedures set forth in an Issuer Order shall have been established, all such terms will have been duly authorized by the Issuer and will have been established in conformity with the provisions of this Indenture; (C) when the Securities have been executed by the Issuer and authenticated and delivered by the Trustee in accordance with the provisions of this Indenture and issued delivered to and duly paid for by the Issuer in the manner purchasers thereof, they will have been duly issued under this Indenture and subject to any conditions specified in such Opinion of Counsel, will constitute be valid and binding obligations of the Issuer;, enforceable in accordance with their respective terms, and will be entitled to the benefits of this Indenture; and (iiiD) that all laws and requirements in respect of the execution and delivery by the Issuer of, and the performance by the Issuer of its obligations under, the Securities will not contravene any provision of applicable law or the certificate of formation or limited liability company agreement of the Issuer or any agreement or other instrument binding upon the Issuer or any of its consolidated subsidiaries that is material to the Issuer and its subsidiaries, taken as a whole, or, to the best of such counsel’s knowledge, any judgment, order or decree of any U.S. governmental body, agency or court having jurisdiction over the Issuer or any of its consolidated subsidiaries, and no consent, approval or authorization of any U.S. governmental body or agency is required for the performance by the Issuer of its obligations under the Securities except such as are specified and have been complied with; and obtained and such as may be required by the securities or blue sky laws of the various states in connection with the offer and sale of the Securities. In rendering such opinions, such counsel may qualify any opinions as to enforceability by stating that such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting the rights and remedies of creditors and is subject to general principles of equity (iv) covering regardless of whether such enforceability is considered in a proceeding in equity or at law). Such counsel may rely, as to all matters governed by the laws of jurisdictions other matters as than the State of New York and the federal law of the United States, upon opinions of other counsel (copies of which shall be delivered to the Trustee), who shall be counsel reasonably satisfactory to the Trustee, in which case the opinion shall state that such counsel believes that it and the Trustee are entitled so to rely. Such counsel may reasonably requestalso state that, insofar as such opinion involves factual matters, he has relied, to the extent he deems proper, upon certificates of officers of the Issuer or any Guarantor and its subsidiaries and certificates of public officials. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing HoldersHolders or would affect the Trustee’s own rights, duties or immunities under the Securities, this Indenture or otherwise. If the Issuer shall establish pursuant to Section 2.03 that the Securities of a series are to be issued in the form of one or more Registered Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with this Section and the Issuer Order with respect to such series, authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series issued and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions and (iv) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.” Each Depositary designated pursuant to Section 2.03 must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Securities of any series Series having attached thereto appropriate Coupons, if any, executed by the Issuer Company to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Issuer, signed by any two officers of the Issuer authorized by the Board to execute any such order, a Company Order without any further action by the IssuerCompany. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities Securities, the Trustee shall be entitled to receive, receive and (subject to Section 5.016.01) shall be fully protected in relying upon: (a) a certified copy of any resolution or resolutions of the Company Board authorizing the action taken pursuant Resolution relating to the resolution or resolutions delivered under clause 2.04(b) belowsuch Series; (b) a copy of any resolution or resolutions of the Board relating to such series, in each case certified by the Secretary or an Assistant Secretary of the Issuer; (c) an executed supplemental indenture, if any; (dc) an a Company Officers' Certificate setting forth the form and terms of the Securities of such Series as required pursuant to Section Sections 2.01 and 2.03, respectively respectively, and prepared in accordance with Section 10.0514.05; (ed) at the option of the Company, either an Opinion of Counsel, prepared in accordance with Section 10.0514.05, or a letter addressed to the Trustee allowing the Trustee to rely on an Opinion of Counsel, substantially to the effect that: (i) that the form or forms and terms of such Securities and Coupons, if any, have been established by in or pursuant to a resolution of the Company Board Resolution or by in a supplemental indenture as permitted by Section Sections 2.01 and 2.03 2.03, respectively, in conformity with the provisions of this Indenture;; and (ii) that such SecuritiesSecurities and Coupons, if any, have been duly authorized, and, when authenticated and delivered by the Trustee and issued by the Issuer Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Issuer; Company enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors' rights and by general equitable principles, regardless of whether such enforceability is considered in a proceeding in equity or at law; provided, however, that in the case of any Series issuable in Tranches, if the Trustee has previously received the applicable documents referred to in clause (iiia) that all laws through (d) above with respect to such Series, the Trustee shall authenticate and requirements in respect deliver Securities of such Tranches executed by the Company for original issuance upon receipt by the Trustee of a notice, executed by an officer of the execution Company transmitted electronically by facsimile or otherwise and delivery by confirmed in writing to the Issuer Trustee, of the Securities have been complied with; and (iv) covering terms of the issuance of such other matters as the Trustee may reasonably requestSecurities. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section 2.04 if the Trustee, being advised by counsel, determines that such action Securities may not lawfully be taken issued by the Issuer or Company. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in good faith Section 2.10, together with a written statement (which need not comply with Section 14.05 and need not be accompanied by its board an Opinion of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine Counsel) stating that such action would expose Security has never been issued and sold by the Trustee Company, for all purposes of this Indenture such Security shall be deemed never to personal liability have been authenticated and delivered hereunder and shall never be entitled to existing Holdersthe benefits of this Indenture.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the The Issuer may deliver Securities of any series having attached thereto appropriate Coupons, if any, executed by the Issuer to the Trustee for authenticationauthentication together with the applicable documents referred to below in this Section, and the Trustee or an Authenticating Agent on behalf of the Trustee shall thereupon authenticate and deliver such Securities to or upon an Issuer Order with respect to those Securities or pursuant to such procedures acceptable to the written order of the Issuer, signed Trustee and to such recipients as may be specified from time to time by any two officers of the an Issuer authorized by the Board to execute any such order, without any further action by the IssuerOrder. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities Securities, the Trustee shall be entitled to receivereceive (in the case of subparagraphs 2.04(b), 2.04(c) and 2.04(d) below only at or before the time of the first request of the Issuer to the Trustee to authenticate Securities of such series) and (subject to Section 5.017.01) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) an Issuer Order requesting such authentication and setting forth delivery instructions if the Securities and Coupons, if any, are not to be delivered to the Issuer, provided that, with respect to Securities of a certified copy series subject to a Periodic Offering, (i) such Issuer Order may be delivered by the Issuer to the Trustee prior to the delivery to the Trustee of any resolution or resolutions such Securities for authentication and delivery, (ii) the Trustee shall authenticate and deliver Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the Board authorizing the action taken aggregate principal amount established for such series, pursuant to an Issuer Order or pursuant to procedures acceptable to the resolution Trustee as may be specified from time to time by an Issuer Order and (iii) the maturity date or resolutions delivered under clause 2.04(bdates, original issue date or dates, interest rate or rates and any other terms of Securities of such series (including Redemption Notice Periods) belowshall be determined by an Issuer Order or pursuant to such procedures; (b) a copy of any resolution Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.01 and 2.03 by or resolutions pursuant to which the forms and terms of the Board relating to such seriesSecurities and Coupons, in each case certified by the Secretary or an Assistant Secretary of the Issuerif any, were established; (c) an executed supplemental indenture, if any; (d) an Officers' ’ Certificate setting forth the form or forms and terms of the Securities as required pursuant to Section 2.01 and 2.03Coupons, respectively and prepared in accordance with Section 10.05; (e) an Opinion of Counselif any, prepared in accordance with Section 10.05, to the effect that (i) stating that the form or forms and terms of such the Securities and Coupons, if any, have been established by or pursuant to a resolution of the Board or by a supplemental indenture as permitted by Section Sections 2.01 and 2.03 in conformity and comply with the provisions of this Indenture; (ii) that such Securities, when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Issuer; (iii) that all laws and requirements in respect of the execution and delivery by the Issuer of the Securities have been complied with; and (iv) covering such other matters as the Trustee may reasonably request; and (d) an Opinion of Counsel, subject to customary assumptions and qualifications, that this Indenture and the Securities are legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with its terms. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing HoldersHolders or would affect the Trustee’s own rights, duties or immunities under the Securities, this Indenture or otherwise. If the Issuer shall establish pursuant to Section 2.03 that the Securities of a series are to be issued in the form of one or more Registered Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with this Section and the Issuer Order with respect to such series, authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series issued and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee or its agent, as custodian for the Depositary or pursuant to such Depositary’s instructions and (iv) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.” Each Depositary designated pursuant to Section 2.03 must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securities of any series executed by the Issuer to the Trustee for authentication, with, in each case, the Guaranty endorsed thereon executed by the Guarantor, and the Trustee shall thereupon authenticate and deliver make available for delivery such Securities to or upon the written order of the Issuer, signed by any two officers both (a) its chairman of the Issuer authorized by the Board to execute of Directors and chief executive officer, its president, any such orderexecutive vice president or any senior vice president and (b) its treasurer, its controller or its secretary or any assistant secretary, without any further action by the Issuer. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities the Trustee shall be entitled to receiveprovided with, and (subject to Section 5.01the requirements of the Trust Indenture Act of 1939) shall be fully protected in relying upon: (a) a certified copy of any resolution or resolutions of the Board authorizing the action taken pursuant to the resolution or resolutions delivered under clause 2.04(b) below; (b1) a copy of any resolution Resolution or resolutions of the Board Resolutions relating to such series, in each case certified by the Secretary secretary or an Assistant Secretary assistant secretary of each of the IssuerIssuer and the Guarantor; (c2) an executed supplemental indenture, if any, relating thereto; (d3) an Officers' Certificate of the Issuer setting forth the form and terms of the Securities as required pursuant to Section 2.01 Sections 2.1 and 2.032.6, respectively respectively, and prepared in accordance with the requirements of the Trust Indenture Act of 1939 and Section 10.05;14.5; and (e4) an Opinion of Counsel, prepared in accordance with the requirements of the Trust Indenture Act of 1939 and Section 10.0514.5, to the effect that which shall state that (i) if the form of such Securities has been established by or pursuant to a Resolution of the Issuer as permitted by Section 2.1, that such form or forms, as the case may be, have been established in conformity with the provisions of this Indenture, and that the form or forms and terms of such Securities have been established by or pursuant to a resolution Resolution of the Board or by a supplemental indenture Issuer as permitted by Section 2.01 and 2.03 2.6 in conformity with the provisions of this Indenture; Indenture and that the authentication and delivery of such Securities by the Trustee is authorized under the provisions of this Indenture and (ii) that such Securities, when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, Counsel will constitute valid and legally binding obligations of the Issuer; (iii) that all , enforceable in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and requirements to general principles of equity regardless of whether the issue of enforceability is considered in respect of the execution and delivery by the Issuer of the Securities have been complied witha proceeding in equity or at law; and (iv5) covering an Opinion of Counsel, prepared in accordance with the requirements of the Trust Indenture Act of 1939 and Section 14.5, which shall state that the Guaranty endorsed upon such other matters Securities, when such Securities are authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the valid and legally binding obligation of the Guarantor, enforceable in accordance with its terms, except as the Trustee enforceability thereof may reasonably requestbe limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and to general principles of equity, regardless of whether the issue of enforceability is considered in a proceeding in equity or at law. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing HoldersHolders or would adversely affect the Trustee's own rights, duties or immunities under this Indenture or otherwise. The Trustee shall not be required to authenticate Securities denominated in a coin or currency other than that of the United States of America if the Trustee reasonably determines that such Securities impose duties or obligations on the Trustee which the Trustee is not able or reasonably willing to accept; provided that the Trustee, upon the request of the Issuer, will resign as Trustee with respect to Securities of any series as to which such a determination is made, prior to the issuance of such Securities, and will comply with the request of the Issuer to execute and deliver a supplemental indenture appointing a successor Trustee pursuant to Section 7.1. If the Issuer shall establish pursuant to Section 2.6 that the Securities of a series or a Tranche are to be issued in the form of one or more Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with this Section and the order of the Issuer with respect to such series, authenticate and deliver one or more Global Securities, in each case with the Guaranty endorsed thereon executed by the Guarantor, that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series or such Tranche, as the case may be, issued and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions and (iv) shall bear such legend, if any, as shall be required by the Depositary. Each Depositary of a Global Security designated pursuant to Section 2.6 must, at the time of its designation and at all times while it serves as Depositary hereunder, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the Issuer The Company may deliver Securities of any series executed by the Issuer Company to the Trustee for authenticationauthentication together with the applicable documents referred to below in this Section 2.5, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Issuer, signed by any two officers of Company (contained in the Issuer authorized by the Board Company Order referred to execute any such order, without any further action by the Issuerbelow in this Section 2.5). In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities the Trustee shall be entitled to receiveprovided with before the delivery of any such Securities, may rely conclusively and (subject to Section 5.01) shall be fully protected in relying upon: (a1) a certified copy of any resolution or resolutions of Company Order requesting such authentication and setting forth delivery instructions if the Board authorizing the action taken pursuant Securities are not to be delivered to the resolution or resolutions delivered under clause 2.04(b) belowCompany; (b2) a copy of any resolution Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 2.4 by or resolutions pursuant to which the terms of the Board relating to such series, in each case certified by the Secretary or an Assistant Secretary of the IssuerSecurities were established; (c) an executed supplemental indenture, if any; (d3) an Officers' ’ Certificate setting forth of the Company certifying the form and terms of the Securities, stating that the form and terms of the Securities have been established as required pursuant to Section 2.01 Sections 2.1 and 2.03, respectively 2.4 and prepared in accordance comply with Section 10.05the Indenture and covering such other matters as the Trustee may reasonably request; (e4) an Opinion one or more Opinions of Counsel, prepared in accordance with Section 10.05, : (a) to the effect that (i) that the form or forms and terms of such Securities have been established by or as required pursuant to a resolution of the Board or by a supplemental indenture as permitted by Section 2.01 Sections 2.1 and 2.03 in conformity 2.4 and comply with the provisions of this Indenture; (iib) to the effect that such Securities, when authenticated and delivered by the Trustee and issued by the Issuer Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the IssuerCompany; (iiic) to the effect that all laws and requirements in respect of the execution and delivery by the Issuer Company of the Securities have been complied with; and (ivd) covering such other matters as the Trustee may reasonably request. which Opinion of Counsel may state that, with respect to the opinion in paragraph (c) above, no opinion is given with respect to Federal or state securities law. (5) if the Securities being issued are Original Issue Discount Securities an Officers’ Certificate of the Company setting forth the Yield to Maturity for the Securities and any other facts required to compute amounts due on acceleration, unless such Yield to Maturity and other facts are specified in the form of the Securities. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that the issue of such action may not lawfully be taken by the Issuer Securities is unlawful or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to by existing HoldersHolders or affects the Trustee’s rights, duties or immunities under this Indenture or otherwise.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the The Issuer may deliver Securities of any series having attached thereto appropriate Coupons and Guarantees, if any, executed by the Issuer to the Trustee for authenticationauthentication together with the applicable documents referred to below in this Section 2.4, and the Trustee shall thereupon authenticate and deliver such Securities Securities, Guarantees and Coupons, if any, to or upon the written order of the IssuerIssuer (contained in the Issuer Order referred to below in this Section) or pursuant to such procedures acceptable to the Trustee and to such recipients as may be specified from time to time by an Issuer Order. The maturity date, signed by original issue date, interest rate and any two officers other terms of the Securities and Guarantees of such series and Coupons, if any, appertaining thereto shall be determined by or pursuant to such Issuer Order and procedures. If provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuer or its duly authorized by the Board to execute any such orderagent or agents, without any further action by the Issuerwhich instructions, if oral, shall be promptly confirmed in writing. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities Securities, the Trustee shall be entitled to receivereceive (in the case of subparagraphs (2), (3) and (4) below only at or before the time of the first request of the Issuer to the Trustee to authenticate Securities of such series) and (subject to Section 5.016.1) shall be fully protected in relying upon, the following enumerated documents unless and until such documents have been superseded or revoked: (1) an Issuer Order requesting such authentication and setting forth delivery instructions if the Securities, Guarantees and Coupons, if any, are not to be delivered to the Issuer, provided that, with respect to Securities of a series subject to a Periodic Offering, (a) a certified copy such Issuer Order may be delivered by the Issuer to the Trustee prior to the delivery to the Trustee of any resolution or resolutions such Securities for authentication and delivery, (b) the Trustee shall authenticate and deliver Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the Board authorizing the action taken aggregate principal amount established for such series, pursuant to an Issuer Order or pursuant to procedures acceptable to the resolution Trustee as may be specified from time to time by an Issuer Order, (c) the maturity date or resolutions delivered under clause 2.04(bdates, original issue date or dates, interest rate or rates and any other terms of Securities of such series shall be determined by an Issuer Order or pursuant to such procedures and (d) belowif provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuer or its duly authorized agent or agents, which instructions, if oral, shall be promptly confirmed in writing; (b2) a copy of any resolution Board Resolution, Officer’s Certificate and/or executed supplemental indenture referred to in Section 2.1 and 2.3 by or resolutions pursuant to which the forms and terms of the Board relating to such seriesSecurities, in each case certified by the Secretary or an Assistant Secretary of the IssuerGuarantees and Coupons, if any, were established; (c3) an executed supplemental indenture, if any; (d) an Officers' Officer’s Certificate setting forth the form or forms and terms of the Securities as required pursuant to Section 2.01 Securities, Guarantees and 2.03Coupons, respectively and prepared in accordance with Section 10.05; (e) an Opinion of Counselif any, prepared in accordance with Section 10.05, to the effect that (i) stating that the form or forms and terms of such Securities the Securities, Guarantees and Coupons, if any, have been established by or pursuant to a resolution Sections 2.1 and 2.3 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (4) At the option of the Board Issuer, either one or by more Opinions of Counsel, or a supplemental indenture as permitted by Section 2.01 letter addressed to the Trustee permitting it to rely on one or more Opinions of Counsel, substantially to the effect that: (a) the form or forms of the Securities, Guarantees and 2.03 Coupons, if any, have been duly authorized and established in conformity with the provisions of this Indenture; (iib) in the case of an underwritten offering, the terms of the Securities have been duly authorized and established in conformity with the provisions of this Indenture, and, in the case of an offering that is not underwritten, certain terms of the Securities have been established pursuant to a Board Resolution, an Officer’s Certificate or a supplemental indenture in accordance with this Indenture, and when such other terms as are to be established pursuant to procedures set forth in an Issuer Order shall have been established, all such terms will have been duly authorized by the Issuer and will have been established in conformity with the provisions of this Indenture; and (c) such Securities, Guarantees and Coupons, if any, when executed by the Issuer and the Guarantor, as applicable, and authenticated and delivered by the Trustee in accordance with the provisions of this Indenture and issued delivered to and duly paid for by the Issuer in the manner purchasers thereof, and subject to any conditions specified in such Opinion of Counsel, will constitute have been duly issued under this Indenture, will be entitled to the benefits of this Indenture, and will be valid and binding obligations of the Issuer; , enforceable in accordance with their respective terms except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganization, liquidation, moratorium, fraudulent transfer or similar laws affecting creditors’ rights generally, (ii) rights of acceleration, if any, and (iii) the availability of equitable remedies may be limited by equitable principles of general applicability and such counsel need express no opinion with regard to the enforceability of Section 6.6 or of a judgment denominated in a currency other than Dollars. In rendering such opinions, any counsel may qualify any opinions as to enforceability by stating that all such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium, fraudulent transfer and other similar laws affecting the rights and requirements remedies of creditors and is subject to general principles of equity (regardless of whether such enforceability is considered in respect a proceeding in equity or at law). Such counsel may rely upon opinions of other counsel (copies of which shall be delivered to the Trustee) reasonably satisfactory to the Trustee, in which case the opinion shall state that such counsel believes he and the Trustee are entitled so to rely. Such counsel may also state that, insofar as such opinion involves factual matters, he has relied, to the extent he deems proper, upon certificates of officers of the execution Issuer and delivery by the Issuer its subsidiaries and certificates of the Securities have been complied with; and (iv) covering such other matters as the Trustee may reasonably requestpublic officials. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, committee or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing HoldersHolders or would affect the Trustee’s own rights, duties or immunities under the Securities, this Indenture or otherwise. If the Issuer shall establish pursuant to Section 2.3 that the Securities of a series are to be issued in the form of one or more Registered Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with this Section and the Issuer Order with respect to such series, authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series issued and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or delivered or held pursuant to such Depositary’s instructions and (iv) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.” Each Depositary designated pursuant to Section 2.3 must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the The Issuer may deliver Securities of any series executed by the Issuer to the Trustee for authenticationauthentication together with the applicable documents referred to below in this Section 2.4, and the Trustee shall thereupon authenticate and deliver such Securities to to, or upon the written order of the IssuerIssuer (contained in the Issuer Order referred to below in this Section 2.4) or pursuant to such procedures acceptable to the Trustee and to such recipients as may be specified from time to time by an Issuer Order. The maturity date, signed by original issue date, interest rate, if any, and any two officers other terms of the Securities of such series shall be determined by or pursuant to such Issuer authorized Order and procedures. If provided for in such procedures and agreed to by the Board Trustee, such Issuer Order may authorize authentication and delivery pursuant to execute any such orderoral instructions from the Issuer or its duly authorized agent, without any further action by the Issuerwhich instructions shall be promptly confirmed in writing. In authenticating the Securities of such Securities series and accepting the additional responsibilities under this Indenture in relation to such Securities Securities, the Trustee shall be entitled to receivereceive (in the case of subparagraphs (2), (3) and (4) below only at or before the time of the first request of the Issuer to the Trustee to authenticate Securities of such series) and (subject to Section 5.016.1) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (1) an Issuer Order requesting such authentication and setting forth delivery instructions provided that, with respect to Securities of a series subject to a Periodic Offering, (a) a certified copy such Issuer Order may be delivered by the Issuer to the Trustee prior to the delivery to the Trustee of such Securities for authentication and delivery, (b) the Trustee shall authenticate and deliver Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to an Issuer Order or pursuant to procedures acceptable to the Trustee as may be specified from time to time by an Issuer Order, (c) the maturity date or dates, original issue date or dates, interest rate or rates, if any, and any resolution other terms of Securities of such series shall be determined by an Issuer Order or resolutions pursuant to such procedures, (d) if provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuer or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing and (e) after the original issuance of the Board authorizing first Security of such series to be issued, any separate request by the action taken pursuant Issuer that the Trustee authenticate Securities of such series for original issuance will be deemed to be a certification by the Issuer that it is in compliance with all conditions precedent provided for in this Indenture relating to the resolution or resolutions delivered under clause 2.04(b) belowauthentication and delivery of such Securities; (b2) a copy of any resolution the Board Resolution, Officers' Certificate or resolutions executed supplemental indenture referred to in Sections 2.1 and 2.3 by or pursuant to which the forms and terms of the Board relating to Securities of such series, in each case certified by the Secretary or an Assistant Secretary of the Issuerseries were established; (c) an executed supplemental indenture, if any; (d3) an Officers' Certificate setting forth the form or forms and terms of the Securities as required pursuant to Section 2.01 and 2.03, respectively and prepared in accordance with Section 10.05; (e) an Opinion of Counsel, prepared in accordance with Section 10.05, to the effect that (i) stating that the form or forms and terms of such the Securities have been established by or pursuant to a resolution Sections 2.1 and 2.3 and comply with this Indenture and covering such other matters as the Trustee may reasonably request; and (4) at the option of the Board Issuer, either an Opinion of Counsel, or by a supplemental indenture as permitted by Section 2.01 letter from legal counsel addressed to the Trustee permitting it to rely on an Opinion of Counsel, substantially to the effect that: (a) the form or forms of the Securities of such series have been duly authorized and 2.03 established in conformity with the provisions of this Indenture; (iib) in the case of an underwritten offering, the terms of the Securities of such series have been duly authorized and established in conformity with the provisions of this Indenture, and, in the case of an offering that is not underwritten, certain terms of the Securities of such Securitiesseries have been established pursuant to a Board Resolution, an Officers' Certificate or a supplemental indenture in accordance with this Indenture, and when such other terms as are to be established pursuant to procedures set forth in an Issuer Order shall have been established, all such terms will have been duly authorized by the Issuer and will have been established in conformity with the provisions of this Indenture; (c) when the Securities of such series have been executed by the Issuer and the Securities of such series have been authenticated and delivered by the Trustee in accordance with the provisions of this Indenture and issued delivered to and duly paid for by the Issuer in the manner purchasers thereof, they will have been duly issued under this Indenture and subject to any conditions specified in such Opinion of Counsel, will constitute be valid and legally binding obligations of the Issuer;, enforceable in accordance with their respective terms, and will be entitled to the benefits of this Indenture; and (iiid) that all laws and requirements in respect of the execution and delivery by the Issuer of, and the performance by the Issuer of its obligations under, the Securities of such series will not contravene any provision of applicable law or the articles of incorporation or bylaws of the Issuer or any agreement or other instrument binding upon the Issuer or any of its Subsidiaries that is material to the Issuer and its Subsidiaries, considered as one enterprise, or, to such counsel's knowledge after the inquiry indicated therein (which shall be reasonable), any judgment, order or decree of any governmental agency or any court having jurisdiction over the Issuer or any Subsidiary of the Issuer, and no consent, approval or authorization of any governmental body or agency is required for the performance by the Issuer of its obligations under the Securities, except such as are specified and have been obtained and such as may be required by the securities or blue sky laws of the various states in connection with the offer and sale of the Securities. In addition, if the authentication and delivery relates to a new series of Securities created by an indenture supplemental hereto, such Opinion of Counsel shall also state that all laws and requirements with respect to the form and execution by the Issuer of the supplemental indenture with respect to the series of Securities have been complied with; and , the Issuer has corporate power to execute and deliver any such supplemental indenture and has taken all necessary corporate action for those purposes and any such supplemental indenture has been executed and delivered and constitutes the legal, valid and binding obligation of the Issuer enforceable in accordance with its terms. In rendering such opinions, such counsel may qualify any opinions as to enforceability by stating that such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting the rights and remedies of creditors and is subject to general principles of equity (iv) covering regardless of whether such enforceability is considered in a proceeding in equity or at law). Such counsel may rely, as to all matters governed by the laws of jurisdictions other matters as than the State of New Jersey and the federal law of the United States, upon opinions of other counsel (copies of which shall be delivered to the Trustee), who shall be counsel reasonably satisfactory to the Trustee, in which case the opinion shall state that such counsel believes that both such counsel and the Trustee are entitled so to rely. Such counsel may reasonably requestalso state that, insofar as such opinion involves factual matters, such counsel has relied, to the extent such counsel deems proper, upon certificates of officers of the Issuer and its Subsidiaries and certificates of public officials. The Trustee shall have the right to decline to authenticate and deliver any Securities of any series under this Section 2.4 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer Issuer, or if the Trustee in good faith by its board of directors or board of trustees, executive committee, committee or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing HoldersHolders or would adversely affect the Trustee's own rights, duties or immunities under the Securities, this Indenture or otherwise. If the Issuer shall establish pursuant to Section 2.3 that the Securities of a series are to be issued in the form of one or more Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with this Section 2.4 and the Issuer Order with respect to such series, authenticate and deliver one or more Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series to be issued in the form of Global Securities and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions, and (iv) shall bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary." Each Depositary designated pursuant to Section 2.3 must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and any other applicable statute or regulation.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the The Issuer may deliver Securities of any series executed by the Issuer to the Trustee for authenticationauthentication together with the applicable documents referred to below in this Section 2.4, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the IssuerIssuer (contained in the Issuer Order referred to below in this Section) or pursuant to such procedures acceptable to the Trustee and to such recipients as may be specified from time to time by an Issuer Order. The maturity date, signed by original issue date, interest rate and any two officers other terms of the Securities of such series shall be determined by or pursuant to such Issuer Order and procedures. If provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuer or its duly authorized by the Board to execute any such orderagent or agents, without any further action by the Issuerwhich instructions, if oral, shall be promptly confirmed in writing. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities Securities, the Trustee shall be entitled to receivereceive (in the case of subparagraphs (2), (3) and (4) below only at or before the time of the first request of the Issuer to the Trustee to authenticate Securities of such series) and (subject to Section 5.016.1) shall be fully protected in relying upon, the following enumerated documents unless and until such documents have been superseded or revoked: (1) an Issuer Order requesting such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Issuer, PROVIDED that, with respect to Securities of a series subject to a Periodic Offering, (a) a certified copy such Issuer Order may be delivered by the Issuer to the Trustee prior to the delivery to the Trustee of any resolution or resolutions such Securities for authentication and delivery, (b) the Trustee shall authenticate and deliver Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the Board authorizing the action taken aggregate principal amount established for such series, pursuant to an Issuer Order or pursuant to procedures acceptable to the resolution Trustee as may be specified from time to time by an Issuer Order, (c) the maturity date or resolutions delivered under clause 2.04(bdates, original issue date or dates, interest rate or rates and any other terms of Securities of such series shall be determined by an Issuer Order or pursuant to such procedures and (d) belowif provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuer or its duly authorized agent or agents, which instructions, if oral, shall be promptly confirmed in writing; (b2) a copy of any resolution Board Resolution and/or Officer's Certificate referred to in Section 2.1 and 2.3 by or resolutions pursuant to which the forms and terms of the Board relating to such series, in each case certified by the Secretary or an Assistant Secretary of the IssuerSecurities were established; (c3) an executed supplemental indenture, if any; (d) an Officers' Officer's Certificate setting forth the form or forms and terms of the Securities as required pursuant to Section 2.01 and 2.03, respectively and prepared in accordance with Section 10.05; (e) an Opinion of Counsel, prepared in accordance with Section 10.05, to the effect that (i) stating that the form or forms and terms of such the Securities have been established by or pursuant to a resolution Sections 2.1 and 2.3 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (4) At the option of the Board Issuer, either one or by more Opinions of Counsel, or a supplemental indenture as permitted by Section 2.01 letter addressed to the Trustee permitting it to rely on one or more Opinions of Counsel, substantially to the effect that: (a) the form or forms of the Securities have been duly authorized and 2.03 established in conformity with the provisions of this Indenture; (iib) in the case of an underwritten offering, the terms of the Securities have been duly authorized and established in conformity with the provisions of this Indenture, and, in the case of an offering that is not underwritten, certain terms of the Securities have been established pursuant to a Board Resolution or an Officer's Certificate in accordance with this Indenture, and when such Securitiesother terms as are to be established pursuant to procedures set forth in an Issuer Order shall have been established, all such terms will have been duly authorized by the Issuer and will have been established in conformity with the provisions of this Indenture; and (c) such Securities when executed by the Issuer and authenticated and delivered by the Trustee in accordance with the provisions of this Indenture and issued delivered to and duly paid for by the Issuer in the manner purchasers thereof, and subject to any conditions specified in such Opinion of Counsel, will constitute have been duly issued under this Indenture, will be entitled to the benefits of this Indenture, and will be valid and binding obligations of the Issuer; , enforceable in accordance with their respective terms except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganization, liquidation, moratorium, fraudulent transfer or similar laws affecting creditors' rights generally, (ii) rights of acceleration, if any, and (iii) the availability of equitable remedies may be limited by equitable principles of general applicability and such counsel need express no opinion with regard to the enforceability of Section 6.6. In rendering such opinions, any counsel may qualify any opinions as to enforceability by stating that all such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium, fraudulent transfer and other similar laws affecting the rights and requirements remedies of creditors and is subject to general principles of equity (regardless of whether such enforceability is considered in respect a proceeding in equity or at law). Such counsel may rely upon opinions of other counsel (copies of which shall be delivered to the Trustee) reasonably satisfactory to the Trustee, in which case the opinion shall state that such counsel believes he and the Trustee are entitled so to rely. Such counsel may also state that, insofar as such opinion involves factual matters, he has relied, to the extent he deems proper, upon certificates of officers of the execution Issuer and delivery by the Issuer its Subsidiaries and certificates of the Securities have been complied with; and (iv) covering such other matters as the Trustee may reasonably requestpublic officials. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section 2.4 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, committee or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing HoldersHolders or would affect the Trustee's own rights, duties or immunities under the Securities, this Indenture or otherwise. If the Issuer shall establish pursuant to Section 2.3 that the Securities of a series are to be issued in the form of one or more Registered Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with this Section and the Issuer Order with respect to such series, authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series issued and not yet canceled, (ii) shall be registered in the name of the Depository for such Registered Global Security or Securities or the nominee of such Depository, (iii) shall be delivered by the Trustee to such Depository or delivered or held pursuant to such Depository's instructions and (iv) shall bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depository to the nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository." Each Depository designated pursuant to Section 2.3 must, at the time of its designation and at all times while it serves as Depository, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securities of any series executed by the Issuer to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Issuer, signed by both (a) the chairman of its Board of Directors, or any two officers vice chairman of the Issuer authorized its Board of Directors, or its president or any vice president and (b) by the Board to execute its treasurer or any such orderassistant treasurer, without any further action by the Issuer. If any Security of a series shall be represented by a Global Security, then, for purposes of this Section and Section 2.11, the notation of the record owner's interest therein upon original issuance of such Security shall be deemed to be delivery in connection with the original issuance of each beneficial owner's interest in such Global Security. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities Securities, the Trustee shall be entitled to receive, and (subject to Section 5.016.1) shall be fully protected in relying upon: (a) a certified copy of any resolution or resolutions of the Board of Directors authorizing the action taken pursuant to the resolution or resolutions delivered under clause 2.04(b(2) below; (b) a copy of any resolution or resolutions of the Board of Directors relating to such series, in each case certified by the Secretary secretary or an Assistant Secretary assistant secretary of the Issuer; (c) an executed supplemental indenture, if any; (d) an Officers' Certificate setting forth the form and terms of the Securities as required pursuant to Section 2.01 2.1 and 2.032.3, respectively and prepared in accordance with Section 10.05;13.5; and (e) an Opinion of Counsel, prepared in accordance with Section 10.0513.5, to the effect thatwhich shall state (i) that if the form or forms and of such Securities have been established by or pursuant to a resolution or resolutions of the Board of Directors or by a supplemental indenture as permitted by Section 2.1, that such form or forms have been established in conformity with the provisions of this Indenture; (ii) if the terms of such Securities have been established by or pursuant to a resolution or resolutions of the Board of Directors or by a supplemental indenture as permitted by Section 2.01 and 2.03 2.3, that such terms have been established in conformity with the provisions of this Indenture; (iiiii) that such Securities, when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Issuer; (iii) that all Issuer enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and requirements in respect of the execution and delivery by the Issuer of the Securities have been complied withto general equity principles; and (iv) covering such other matters as the Trustee may reasonably request. If the Issuer shall establish pursuant to Section 2.3 that the Securities of a series are to be issued in whole or in part in the form of one or more Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with this Section and the authentication order of the Issuer with respect to such series, authenticate and deliver one or more Global Securities in temporary or permanent form that shall (i) represent and be denominated in an aggregate amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by one or more Global Securities, (ii) be registered in the name of the Depositary for such Global Security or Securities or the nominee of such Depositary, (iii) be delivered by the Trustee to such Depositary or pursuant to such Depositary's instruction; and (iv) bear a legend substantially to the following effect or in other form satisfactory to the Depositary: "Unless and until it is exchanged in whole or in part for Securities in definitive form, this Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any nominee to a successor Depositary or a nominee of any successor Depositary." Each Depositary designated pursuant to Section 2.3 for a Global Security in registered form must, at the time of its designation and at all times while it serves as a Depositary, be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and shall be eligible to serve as such under any other applicable statute or regulation. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing HoldersHolders or would affect the Trustee's rights, duties or immunities under the Securities or this Indenture.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securities of any series executed by the Issuer to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Issuer, signed by any two officers one Responsible Officer of the Issuer authorized by the Board to execute any such order, without any further action by the Issuer. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities the Trustee shall be entitled to receive, and (subject to Section 5.01) shall be fully protected in relying upon: (a) a certified copy of any resolution or resolutions of the Board authorizing the action taken pursuant to the resolution or resolutions delivered under clause 2.04(b) below; (b) a copy of any resolution or resolutions of the Board Resolution relating to such series, in each case series certified by the Secretary or an Assistant Secretary a Responsible Officer of the Issuer; (cb) an executed supplemental indenture, if any; (dc) an Officers' Officer’s Certificate setting forth the form and terms of the Securities as required pursuant to Section 2.01 and 2.03, respectively and prepared in accordance with Section 10.05; (ed) an Opinion of Counsel, prepared in accordance with Section 10.05, to the effect that (i) that the form or forms and terms of such Securities have been established by or pursuant to a resolution of the Board Resolution or by a supplemental indenture as permitted by Section 2.01 and 2.03 in conformity with the provisions of this Indenture; (ii) that such Securities, when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Issuer; (iii) that all laws and requirements in respect of the execution and delivery by the Issuer of the Securities have been complied with; and (iv) covering covers such other matters as the Trustee may reasonably request. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing Holders.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securities of any series executed by the Issuer to the Trustee for authentication, and the Trustee shall thereupon authenticate authenticate, upon receipt of a Company Order, and deliver such Securities to or upon the written order of the Issuer, in each case signed by either (a) the Chairman of its Board of Directors or any two officers vice chairman of the Issuer authorized its Board of Directors, or its Chief Executive Officer, its president or any vice president or (b) by the Board to execute its Chief Financial Officer, treasurer or any such orderassistant treasurer, without any further action by the Issuer. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities the Trustee shall be entitled to receive, and (subject to Section 5.015.1) shall be fully protected in relying upon: (a1) a certified copy of any resolution or resolutions of the Board of Directors authorizing the action taken pursuant to the resolution or resolutions delivered under clause 2.04(b(2) below; (b2) a copy of any resolution or resolutions of the Board of Directors relating to such series, in each case certified by the Secretary or an Assistant Secretary of the Issuer; (c3) an executed supplemental indenture, if any; (d4) an Officers' ’ Certificate setting forth the form and terms of the Securities as required pursuant to Section 2.01 Sections 2.1 and 2.032.3, respectively and prepared in accordance with Section 10.0510.5; (e5) an Opinion of Counsel, prepared in accordance with Section 10.0510.5, to the effect (subject to customary exceptions) that: (ia) that the form or forms and terms of such Securities have been established by or pursuant to a resolution of the Board or by a supplemental indenture as permitted by Section 2.01 and 2.03 in conformity with the provisions of this Indenture; (ii) that such Securities, when completed by appropriate insertions and executed and delivered by the Issuer to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute be the legal, valid and binding obligations of the Issuer;, enforceable against the Issuer in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally (including without limitation on all laws relating to fraudulent transfers) and to general principles of equity; and (iiib) that all laws and requirements conditions precedent in respect of the execution and delivery by the Issuer of the Securities have been complied with; and (iv) covering . If all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel and an Officers’ Certificate at the time of issuance of each Security, but such other matters as Opinion of Counsel and Officers’ Certificate, with appropriate modifications, shall be delivered at or before the Trustee may reasonably requesttime of issuance of the first Security of such series. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing Holders. If the Issuer shall establish pursuant to Section 2.3 that the Securities of a series or a portion thereof are to be issued in the form of one or more Global Securities, then the Issuer shall execute and the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securities of any series executed by the Issuer to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Issuer, signed by any two officers of the Issuer authorized by the Board to execute any such order, without any further action by the Issuer. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities the Trustee shall be entitled to receiveprovided with, and (subject to Section 5.01) shall be fully protected in relying upon: (a) a certified copy of any resolution or resolutions of the Board authorizing the action taken pursuant to the resolution or resolutions delivered under clause 2.04(b) below; (b) a copy of any resolution or resolutions of the Board relating to such series, in each case certified by the Secretary or an Assistant Secretary of the Issuer; (c) an executed supplemental indenture, if any; (d) an Officers' ’ Certificate setting forth the form and terms of the Securities as required pursuant to Section 2.01 and 2.03, respectively and prepared in accordance with Section 10.05; (e) an Opinion of Counsel, prepared in accordance with Section 10.05, to the effect that (i) that the form or forms and terms of such Securities have been established by or pursuant to a resolution of the Board or by a supplemental indenture as permitted by Section 2.01 and 2.03 in conformity with the provisions of this Indenture; (ii) that such Securities, when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Issuer; (iii) that all laws and requirements in respect of the execution and delivery by the Issuer of the Securities have been complied with; and (iv) covering such other matters as the Trustee may reasonably request. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing Holders.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the The Issuer may deliver Securities of any series having attached thereto appropriate Coupons, if any, executed by the Issuer to the Trustee for authenticationauthentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the IssuerIssuer (contained in the Issuer Order referred to below in this Section) or pursuant to such procedures acceptable to the Trustee and to such recipients as may be specified from time to time by an Issuer Order. The maturity date, signed by original issue date, interest rate and any two officers other terms of the Securities of such series and Coupons, if any, appertaining thereto (including Redemption Notice Periods) shall be determined by or pursuant to such Issuer Order and procedures. If provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral instructions from the Issuer or its duly authorized by the Board to execute any such orderagent, without any further action by the Issuerwhich instructions shall be promptly confirmed in writing. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities Securities, the Trustee shall be entitled to receivereceive (in the case of subparagraphs (b), (c) and (d) below only at or before the time of the first request of the Issuer to the Trustee to authenticate Securities of such series) and (subject to Section 5.016.01) shall be fully protected in relying upon, unless and until such documents have been superceded or revoked: (a) an Issuer Order requesting such authentication and setting forth delivery instructions if the Securities and Coupons, if any, are not to be delivered to the Issuer, provided that, with respect to Securities of a certified copy series subject to a Periodic Offering, (i) such Issuer Order may be delivered by the Issuer to the Trustee prior to the delivery to the Trustee of any resolution or resolutions such Securities for authentication and delivery, (ii) the Trustee shall authenticate and deliver Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the Board authorizing the action taken aggregate principal amount established for such series, pursuant to an Issuer Order or pursuant to procedures acceptable to the resolution Trustee as may be specified from time to time by an Issuer Order, (iii) the maturity date or resolutions delivered under clause 2.04(bdates, original issue date or dates, interest rate or rates and any other terms of Securities of such series (including Redemption Notice Periods) belowshall be determined by an Issuer Order or pursuant to such procedures and (iv) if provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuer or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing; (b) a copy of any resolution Board Resolution, Officer's Certificate and/or executed supplemental indenture referred to in Sections 2.01 and 2.03 by or resolutions pursuant to which the forms and terms of the Board relating to such seriesSecurities and Coupons, in each case certified by the Secretary or an Assistant Secretary of the Issuerif any, were established; (c) an executed supplemental indenture, if any; (d) an Officers' Officer's Certificate setting forth the form or forms and terms of the Securities as required pursuant to Section 2.01 and 2.03Coupons, respectively and prepared in accordance with Section 10.05; (e) an Opinion of Counselif any, prepared in accordance with Section 10.05, to the effect that (i) stating that the form or forms and terms of such the Securities and Coupons, if any, have been established by or pursuant to a resolution of the Board or by a supplemental indenture as permitted by Section Sections 2.01 and 2.03 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) at the option of the Issuer, either an Opinion of Counsel, or a letter addressed to the Trustee permitting it to rely on an Opinion of Counsel, substantially to the effect that: (i) the forms of the Securities and Coupons, if any, have been duly authorized and established in conformity with the provisions of this Indenture; (ii) in the case of an underwritten offering, the terms of the Securities have been duly authorized and established in conformity with the provisions of this Indenture, and, in the case of an offering that is not underwritten, certain terms of the Securities have been established pursuant to a Board Resolution, an Officer's Certificate or a supplemental indenture in accordance with this Indenture, and when such Securitiesother terms as are to be established pursuant to procedures set forth in an Issuer Order shall have been established, all such terms will have been duly authorized by the Issuer and will have been established in conformity with the provisions of this Indenture; (iii) when the Securities and Coupons, if any, have been executed by the Issuer and authenticated and delivered by the Trustee in accordance with the provisions of this Indenture and issued delivered to and duly paid for by the Issuer in the manner purchasers thereof, they will have been duly issued under this Indenture and subject to any conditions specified in such Opinion of Counsel, will constitute be valid and binding obligations of the Issuer;, enforceable in accordance with their respective terms, and will be entitled to the benefits of this Indenture; and (iiiiv) that all laws and requirements in respect of the execution and delivery by the Issuer of, and the performance by the Issuer of its obligations under, the Securities and Coupons, if any, will not contravene any provision of applicable law or the certificate of incorporation or by-laws of the Issuer or any agreement or other instrument binding upon the Issuer or any of its consolidated subsidiaries that is material to the Issuer and its subsidiaries, taken as a whole, or, to the best of such counsel's knowledge, any judgment, order or decree of any U.S. governmental body, agency or court having jurisdiction over the Issuer or any of its consolidated subsidiaries, and no consent, approval or authorization of any U.S. governmental body or agency is required for the performance by the Issuer of its obligations under the Securities and Coupons, if any, except such as are specified and have been obtained and such as may be required by the securities or blue sky laws of the various states in connection with the offer and sale of the Securities have been complied with; and and Coupons, if any. In rendering such opinions, such counsel may qualify any opinions as to enforceability by stating that such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting the rights and remedies of creditors and is subject to general principles of equity (iv) covering regardless of whether such enforceability is considered in a proceeding in equity or at law). Such counsel may rely, as to all matters governed by the laws of jurisdictions other matters as than the State of New York and the federal law of the United States, upon opinions of other counsel (copies of which shall be delivered to the Trustee), who shall be counsel reasonably satisfactory to the Trustee, in which case the opinion shall state that such counsel believes he and the Trustee are entitled so to rely. Such counsel may reasonably requestalso state that, insofar as such opinion involves factual matters, he has relied, to the extent he deems proper, upon certificates of officers of the Issuer and its subsidiaries and certificates of public officials. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing HoldersHolders or would affect the Trustee's own rights, duties or immunities under the Securities, this Indenture or otherwise. If the Issuer shall establish pursuant to Section 2.03 that the Securities of a series are to be issued in the form of one or more Registered Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with this Section and the Issuer Order with respect to such series, authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series issued and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions and (iv) shall bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary." Each Depositary designated pursuant to Section 2.03 must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the (1) The Issuer may deliver Securities of any series having attached thereto appropriate Coupons, if any, executed by the Issuer to the Trustee for authenticationauthentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the IssuerIssuer (contained in the Issuer Order referred to below in this Section) or pursuant to such procedures acceptable to the Trustee and to such recipients as may be specified from time to time by an Issuer Order. The maturity date, signed by original issue date, interest rate and any two officers other terms of the Securities of such series and Coupons, if any, appertaining thereto shall be determined by or pursuant to such Issuer Order and procedures. If provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral electronic instructions from the Issuer or its duly authorized by the Board to execute any such orderagent, without any further action by the Issuerwhich instructions shall be promptly confirmed in writing. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities Securities, the Trustee shall be entitled to receivereceive (in the case of subparagraphs 2, 3 and 4 below only at or before the time of the first request of the Issuer to the Trustee to authenticate Securities of such series) and (subject to Section 5.016.1) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) an Issuer Order requesting such authentication and setting forth delivery instructions if the Securities and Coupons, if any, are not to be delivered to the Issuer, PROVIDED that, with respect to Securities of a certified copy series subject to a Periodic Offering, (i) such Issuer Order may be delivered by the Issuer to the Trustee prior to the delivery to the Trustee of any resolution or resolutions such Securities for authentication and delivery, (ii) the Trustee shall authenticate and deliver Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the Board authorizing the action taken aggregate principal amount established for such series, pursuant to an Issuer Order or pursuant to procedures acceptable to the resolution Trustee as may be specified from time to time by an Issuer Order, (iii) the maturity date or resolutions delivered under clause 2.04(bdates, original issue date or dates, interest rate or rates and any other terms of Securities of such series shall be determined by an Issuer Order or pursuant to such procedures and (iv) belowif provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuer or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing; (b) a copy of any resolution Board Resolution, Officer's Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 2.3 by or resolutions pursuant to which the forms and terms of the Board relating to such seriesSecurities and Coupons, in each case certified by the Secretary or an Assistant Secretary of the Issuerif any, were established; (c) an executed supplemental indenture, if any; (d) an Officers' Officer's Certificate setting forth the form or forms and terms of the Securities as required pursuant to Section 2.01 and 2.03Coupons, respectively and prepared in accordance with Section 10.05; (e) an Opinion of Counselif any, prepared in accordance with Section 10.05, to the effect that (i) stating that the form or forms and terms of such the Securities and Coupons, if any, have been established by or pursuant to a resolution Sections 2.1 and 2.3 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) At the option of the Board Issuer, either one or by more Opinions of Counsel, or a supplemental indenture as permitted by Section 2.01 letter addressed to the Trustee permitting it to rely on one or more Opinions of Counsel, substantially to the effect that: (i) the forms of the Securities and 2.03 Coupons, if any, have been duly authorized and established in conformity with the provisions of this Indenture; (ii) in the case of an underwritten offering, the terms of the Securities have been duly authorized and established in conformity with the provisions of this Indenture, and, in the case of an offering that is not underwritten, certain terms of the Securities have been established pursuant to a Board Resolution, an Officer's Certificate or a supplemental indenture in accordance with this Indenture, and when such Securitiesother terms as are to be established pursuant to procedures set forth in an Issuer Order shall have been established, all such terms will have been duly authorized by the Issuer and will have been established in conformity with the provisions of this Indenture; and (iii) when the Securities and Coupons, if any, have been executed by the Issuer and authenticated and delivered by the Trustee in accordance with the provisions of this Indenture and issued delivered to and duly paid for by the Issuer in the manner and subject to any conditions specified in such Opinion of Counselpurchasers thereof, they will have been duly issued under this Indenture, will constitute be entitled to the benefits of this Indenture, and will be valid and binding obligations of the Issuer;, enforceable in accordance with their respective terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) rights of acceleration, if any, and the availability of equitable remedies may be limited by equitable principles of general applicability. In rendering such opinions, any counsel may qualify any opinions as to enforceability by stating that such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting the rights and remedies of creditors and is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Such counsel may rely upon opinions of other counsel (copies of which shall be delivered to the Trustee), who shall be counsel reasonably satisfactory to the Trustee, in which case the opinion shall state that such counsel believes he or she and the Trustee are entitled so to rely. Such counsel may also state that, insofar as such opinion involves factual matters, he or she has relied, to the extent he or she deems proper, upon certificates of officers of the Issuer and its subsidiaries and certificates of public officials. (iii2) that all laws and requirements in respect of the execution and delivery by the Issuer of the Securities have been complied with; and (iv) covering such other matters as the Trustee may reasonably request. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing HoldersHolders or would affect the Trustee's own rights, duties or immunities under the Securities, this Indenture or otherwise. (3) If the Issuer shall establish pursuant to Section 2.3 that the Securities of a series are to be issued in whole or in part in global form, then the Issuer shall execute and the Trustee shall, in accordance with this Section and the Issuer Order with respect to such series, authenticate and deliver one or more Securities in global form that (a) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series issued and not yet cancelled, (b) if such Securities are Registered Securities, shall be registered in the name of the Depositary for such Security or Securities in global form or the nominee of such Depositary, (c) if such Securities are Registered Securities, shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions and (d) shall bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for Securities in definitive form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary." (4) Each Depositary designated pursuant to Section 2.3 must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securities of any series executed by the Issuer to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Issuer, signed by any two officers of the Issuer authorized by the Board to execute any such order, without any further action by the Issuer. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities the Trustee shall be entitled to receive, and (subject to Section 5.01) shall be fully protected in relying upon: (a) a certified copy of any resolution or resolutions of the Board authorizing the action taken pursuant to the resolution or resolutions delivered under clause 2.04(b) below; (b) a copy of any resolution or resolutions of the Board relating to such series, in each case certified by the Secretary or an Assistant Secretary of the Issuer; (c) an executed supplemental indenture, if any; (d) an Officers' ’ Certificate setting forth the form and terms of the Securities as required pursuant to Section Sections 2.01 and 2.03, respectively respectively, and prepared in accordance with Section 10.05; (e) an Opinion of Counsel, prepared in accordance with Section 10.05, to the effect that, (i) to the effect that the form or forms and terms of such Securities have been established by or pursuant to a resolution of the Board or by a supplemental indenture as permitted by Section Sections 2.01 and 2.03 in conformity with the provisions of this Indenture; (ii) to the effect that such Securities, when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Issuer; (iii) that all Issuer enforceable against the Issuer in accordance with their terms under the laws and requirements in respect of the execution State of New York, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, preference and delivery other similar laws affecting creditors’ rights generally, and by the Issuer general principles of the Securities have been complied withequity (regardless of whether enforcement is sought in equity or at law); and (iviii) covering such other matters as the Trustee may reasonably request. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing Holders.

Authentication and Delivery of Securities. 1. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securities of Securities, together with any series Coupons appertaining thereto, executed by the Issuer Issuer, to the Trustee for authenticationauthentication and, provided that the Board Resolution and Officer’s Certificate or supplemental indenture or indentures with respect to such Securities referred to in Section 2.3 and an Issuer Order for the authentication and delivery of such Securities have been delivered to the Trustee, the Trustee in accordance with the Issuer Order and subject to the provisions hereof and of such Securities shall thereupon authenticate and deliver such Securities to or upon the written order of the Issuer, signed by any two officers of the Issuer authorized by the Board to execute any such order, without any further action by the IssuerSecurities. In authenticating such Securities Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities and any Coupons appertaining thereto, the Trustee shall be entitled to receive, and (subject to Section 5.01Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in relying in, and may conclusively rely upon:, (a) a certified copy of any resolution or resolutions of the Board authorizing the action taken pursuant to the resolution or resolutions delivered under clause 2.04(b) below; (b) a copy of any resolution or resolutions of the Board relating to such series, in each case certified by the Secretary or an Assistant Secretary of the Issuer; (c) an executed supplemental indenture, if any; (d) an Officers' Certificate setting forth the form and terms of the Securities as required pursuant to Section 2.01 and 2.03, respectively and prepared in accordance with Section 10.05; (e) an Opinion or Opinions of Counsel, prepared in accordance with Section 10.05, Counsel to the effect that: (i) that the form or forms and terms of such Securities and Coupons, if any, have been established by or pursuant to a resolution of the Board or by a supplemental indenture as permitted by Section 2.01 and 2.03 in conformity with the provisions of this Indenture; (ii) all conditions precedent to the authentication and delivery of such Securities and Coupons, if any, appertaining thereto, have been complied with and that such SecuritiesSecurities and Coupons, when completed by appropriate insertions, executed and attested by duly authorized officers of the Issuer, delivered by duly authorized officers of the Issuer to the Trustee for authentication pursuant to this Indenture, and authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, except as enforcement thereof may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, arrangement, fraudulent conveyance, fraudulent transfer or other similar laws relating to or affecting creditors’ rights generally, and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and will entitle the Holders thereof to the benefits of this Indenture; such Opinion of Counsel need express no opinion as to the availability of equitable remedies; (iii) that all laws and requirements in respect of the execution and delivery by the Issuer of the such Securities and Coupons, if any, have been complied with; (iv) this Indenture has been qualified under the Trust Indenture Act of 1939; and (ivv) covering the Guarantor has duly taken all necessary action with respect to the issuance of the Guarantee; and (b) an Officer’s Certificate and a Guarantor’s Officer’s Certificate, in each case stating that all conditions precedent to the execution, authentication and delivery of such other matters as Securities and Coupons, if any, appertaining thereto, have been complied with and that, to the best knowledge of the Persons executing such certificate, no event which is, or after notice or lapse of time would become, an Event of Default with respect to any of the Securities shall have occurred and be continuing. 2. If all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel and an Officer’s Certificate at the time of issuance of each Security, but such opinion and certificate, with appropriate modifications, shall be delivered at or before the time of issuance of the first Security of such series. After any such first delivery, any separate written request by an authorized officer of the Issuer or any Person designated in writing by an authorized officer that the Trustee may reasonably requestauthenticate and deliver Securities of such series for original issue will be deemed to be a certification by the Issuer and the Guarantor that all conditions precedent provided for in this Indenture relating to authentication and delivery of such Securities continue to have been complied with. 3. The Trustee shall have the right to decline not be required to authenticate or to cause an Authenticating Agent to authenticate any Securities, nor will it be liable for its refusal to authenticate or cause an Authenticating Agent to authenticate any Securities, if the Trustee shall in good faith determine that the issue of such Securities will affect the Trustee’s own rights, duties or immunities under the Securities and deliver any Securities under this Section Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by taken. 4. If the Issuer shall establish pursuant to Section 2.3 that the Securities of a series are to be issued in whole or if in part in global form, then the Issuer shall execute and the Trustee shall, in good faith accordance with this Section and the Issuer Order with respect to such series, authenticate and deliver one or more Securities in global form that (a) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series issued and not yet canceled, (b) if such Securities are Registered Securities, shall be registered in the name of the Depositary for such Security or Securities in global form or the nominee of such Depositary, (c) if such Securities are Registered Securities, shall be delivered by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability such Depositary or pursuant to existing Holderssuch Depositary’s instructions and (d) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.” 5. Each Depositary designated pursuant to Section 2.3 must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation. 6. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Security to the Trustee for cancellation as provided in Section 2.10, together with an Officer’s Certificate (which need not comply with Section 11.5 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Issuer, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this the Indenture, the Issuer may deliver Securities of any series executed by the Issuer to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the together with a written order of the Issuer, signed in the name of the Issuer by any two officers of the following officers: the chairman of the Board of Directors, the chief executive officer, the chief financial officer, any president, any executive vice president, the treasurer or the secretary of the Issuer authorized by the Board to execute any (an “Issuer Order”). The Trustee, in accordance with such written order, without any further action by the Issuershall authenticate and deliver such Securities. In authenticating such Securities and accepting the additional responsibilities under this the Indenture in relation to such Securities Securities, the Trustee shall be entitled to receive, receive and (subject to Section ‎Section 5.01) shall be fully protected in relying upon: (a) a certified copy of any resolution or resolutions of the Board of Directors authorizing the action taken pursuant to the resolution or resolutions delivered under clause 2.04(b‎2.04(b) below; (b) a copy of any resolution or resolutions of the Board of Directors relating to such series, in each case certified by the Secretary secretary or an Assistant Secretary assistant secretary of the Issuer; (c) an executed supplemental indenture, if any; (d) in lieu of a supplemental indenture, an Officers' ’ Certificate setting forth the form and terms of the Securities as required pursuant to Section ‎Section 2.01 and 2.03‎2.03, respectively respectively, and prepared in accordance with Section 10.05‎Section 11.05; (e) an Opinion of Counsel, prepared in accordance with Section 10.05‎Section 11.05, to the effect that (i) that the form or forms and terms of such Securities have been established by or pursuant to a resolution of the Board of Directors and set forth in an Officers’ Certificate, or by a supplemental indenture as permitted by Section ‎Section 2.01 and 2.03 ‎2.03 in conformity with the provisions of this the Indenture;; and (ii) that such Securities, when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Issuer; (iii) that all laws and requirements in respect Issuer entitled to the benefits of the execution Indenture, and delivery by enforceable against the Issuer in accordance with their terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws now or hereafter in effect relating to creditor’s rights generally, and general principles of the Securities have been complied with; and equity (iv) covering such other matters as the Trustee may reasonably requestregardless of whether enforceability is considered in a proceeding in equity or at law). The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing Holders.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the The Issuer may deliver Securities of any series having attached thereto appropriate Coupons, if any, executed by the Issuer to the Trustee for authenticationauthentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the IssuerIssuer (contained in the Issuer Order referred to below in this Section) or pursuant to such procedures acceptable to the Trustee and to such recipients as may be specified from time to time by an Issuer Order. The maturity date, signed by original issue date, interest rate and any two officers other terms of the Securities of such series and Coupons, if any, appertaining thereto (including Redemption Notice Periods) shall be determined by or pursuant to such Issuer Order and procedures. If provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral instructions from the Issuer or its duly authorized by the Board to execute any such orderagent, without any further action by the Issuerwhich instructions shall be promptly confirmed in writing. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities Securities, the Trustee shall be entitled to receivereceive (in the case of subparagraphs 2.04(a)(ii), 2.04(a)(iii) and 2.04(a)(iv) below only at or before the time of the first request of the Issuer to the Trustee to authenticate Securities of such series) and (subject to Section 5.016.01) shall be fully protected in relying upon, unless and until such documents have been superceded or revoked: (i) an Issuer Order requesting such authentication and setting forth delivery instructions if the Securities and Coupons, if any, are not to be delivered to the Issuer, provided that, with respect to Securities of a series subject to a Periodic Offering, (a) a certified copy such Issuer Order may be delivered by the Issuer to the Trustee prior to the delivery to the Trustee of any resolution or resolutions such Securities for authentication and delivery, (b) the Trustee shall authenticate and deliver Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the Board authorizing the action taken aggregate principal amount established for such series, pursuant to an Issuer Order or pursuant to procedures acceptable to the resolution Trustee as may be specified from time to time by an Issuer Order, (c) the maturity date or resolutions delivered under clause 2.04(bdates, original issue date or dates, interest rate or rates and any other terms of Securities of such series (including Redemption Notice Periods) belowshall be determined by an Issuer Order or pursuant to such procedures and (d) if provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuer or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing; (bii) a copy of any resolution Board Resolution, Officer's Certificate and/or executed supplemental indenture referred to in Sections 2.01 and 2.03 by or resolutions pursuant to which the forms and terms of the Board relating to such seriesSecurities and Coupons, in each case certified by the Secretary or an Assistant Secretary of the Issuerif any, were established; (ciii) an executed supplemental indenture, if any; (d) an Officers' Officer's Certificate setting forth the form or forms and terms of the Securities as required pursuant to Section 2.01 and 2.03Coupons, respectively and prepared in accordance with Section 10.05; (e) an Opinion of Counselif any, prepared in accordance with Section 10.05, to the effect that (i) stating that the form or forms and terms of such the Securities and Coupons, if any, have been established by or pursuant to a resolution of the Board or by a supplemental indenture as permitted by Section Sections 2.01 and 2.03 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (iv) at the option of the Issuer, either an Opinion of Counsel, or a letter addressed to the Trustee permitting it to rely on an Opinion of Counsel, substantially to the effect that: (A) the forms of the Securities and Coupons, if any, have been duly authorized and established in conformity with the provisions of this Indenture; (iiB) in the case of an underwritten offering, the terms of the Securities have been duly authorized and established in conformity with the provisions of this Indenture, and, in the case of an offering that is not underwritten, certain terms of the Securities have been established pursuant to a Board Resolution, an Officer's Certificate or a supplemental indenture in accordance with this Indenture, and when such Securitiesother terms as are to be established pursuant to procedures set forth in an Issuer Order shall have been established, all such terms will have been duly authorized by the Issuer and will have been established in conformity with the provisions of this Indenture; (C) when the Securities and Coupons, if any, have been executed by the Issuer and authenticated and delivered by the Trustee in accordance with the provisions of this Indenture and issued delivered to and duly paid for by the Issuer in the manner purchasers thereof, they will have been duly issued under this Indenture and subject to any conditions specified in such Opinion of Counsel, will constitute be valid and binding obligations of the Issuer;, enforceable in accordance with their respective terms, and will be entitled to the benefits of this Indenture; and (iiiD) that all laws and requirements in respect of the execution and delivery by the Issuer of, and the performance by the Issuer of its obligations under, the Securities and Coupons, if any, will not contravene any provision of applicable law or the certificate of incorporation or by-laws of the Issuer or any agreement or other instrument binding upon the Issuer or any of its consolidated subsidiaries that is material to the Issuer and its subsidiaries, taken as a whole, or, to the best of such counsel's knowledge, any judgment, order or decree of any U.S. governmental body, agency or court having jurisdiction over the Issuer or any of its consolidated subsidiaries, and no consent, approval or authorization of any U.S. governmental body or agency is required for the performance by the Issuer of its obligations under the Securities and Coupons, if any, except such as are specified and have been obtained and such as may be required by the securities or blue sky laws of the various states in connection with the offer and sale of the Securities have been complied with; and and Coupons, if any. In rendering such opinions, such counsel may qualify any opinions as to enforceability by stating that such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting the rights and remedies of creditors and is subject to general principles of equity (iv) covering regardless of whether such enforceability is considered in a proceeding in equity or at law). Such counsel may rely, as to all matters governed by the laws of jurisdictions other matters as than the State of New York and the federal law of the United States, upon opinions of other counsel (copies of which shall be delivered to the Trustee), who shall be counsel reasonably satisfactory to the Trustee, in which case the opinion shall state that such counsel believes he and the Trustee are entitled so to rely. Such counsel may reasonably requestalso state that, insofar as such opinion involves factual matters, he has relied, to the extent he deems proper, upon certificates of officers of the Issuer and its subsidiaries and certificates of public officials. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing HoldersHolders or would affect the Trustee's own rights, duties or immunities under the Securities, this Indenture or otherwise. If the Issuer shall establish pursuant to Section 2.03 that the Securities of a series are to be issued in the form of one or more Registered Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with this Section and the Issuer Order with respect to such series, authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series issued and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions and (iv) shall bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary." Each Depositary designated pursuant to Section 2.03 must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the The Issuer may deliver Securities of any series having attached thereto appropriate Coupons, if any, executed by the Issuer to the Trustee for authenticationauthentication together with the applicable documents referred to below in this Section 2.4, and the Trustee shall thereupon authenticate and deliver such Securities and Coupons, if any, to or upon the written order of the IssuerIssuer (contained in the Issuer Order referred to below in this Section) or pursuant to such procedures acceptable to the Trustee and to such recipients as may be specified from time to time by an Issuer Order. The maturity date, signed by original issue date, interest rate and any two officers other terms of the Securities of such series and Coupons, if any, appertaining thereto shall be determined by or pursuant to such Issuer Order and procedures. If provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuer or its duly authorized by the Board to execute any such orderagent or agents, without any further action by the Issuerwhich instructions, if oral, shall be promptly confirmed in writing. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities Securities, the Trustee shall be entitled to receivereceive (in the case of subparagraphs (2), (3) and (4) below only at or before the time of the first request of the Issuer to the Trustee to authenticate Securities of such series) and (subject to Section 5.016.1) shall be fully protected in relying upon, the following enumerated documents unless and until such documents have been superseded or revoked: (1) an Issuer Order requesting such authentication and setting forth delivery instructions if the Securities and Coupons, if any, are not to be delivered to the Issuer, provided that, with respect to Securities of a series subject to a Periodic Offering, (a) a certified copy such Issuer Order may be delivered by the Issuer to the Trustee prior to the delivery to the Trustee of any resolution or resolutions such Securities for authentication and delivery, (b) the Trustee shall authenticate and deliver Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the Board authorizing the action taken aggregate principal amount established for such series, pursuant to an Issuer Order or pursuant to procedures acceptable to the resolution Trustee as may be specified from time to time by an Issuer Order, (c) the maturity date or resolutions delivered under clause 2.04(bdates, original issue date or dates, interest rate or rates and any other terms of Securities of such series shall be determined by an Issuer Order or pursuant to such procedures and (d) belowif provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuer or its duly authorized agent or agents, which instructions, if oral, shall be promptly confirmed in writing; (b2) a copy of any resolution Board Resolution, Officer's Certificate and/or executed supplemental indenture referred to in Section 2.1 and 2.3 by or resolutions pursuant to which the forms and terms of the Board relating to such seriesSecurities and Coupons, in each case certified by the Secretary or an Assistant Secretary of the Issuerif any, were established; (c3) an executed supplemental indenture, if any; (d) an Officers' Officer's Certificate setting forth the form or forms and terms of the Securities as required pursuant to Section 2.01 and 2.03Coupons, respectively and prepared in accordance with Section 10.05; (e) an Opinion of Counselif any, prepared in accordance with Section 10.05, to the effect that (i) stating that the form or forms and terms of such the Securities and Coupons, if any, have been established by or pursuant to a resolution Sections 2.1 and 2.3 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (4) At the option of the Board Issuer, either one or by more Opinions of Counsel, or a supplemental indenture as permitted by Section 2.01 letter addressed to the Trustee permitting it to rely on one or more Opinions of Counsel, substantially to the effect that: (a) the form or forms of the Securities and 2.03 Coupons, if any, have been duly authorized and established in conformity with the provisions of this Indenture; (iib) in the case of an underwritten offering, the terms of the Securities have been duly authorized and established in conformity with the provisions of this Indenture, and, in the case of an offering that is not underwritten, certain terms of the Securities have been established pursuant to a Board Resolution, an Officer's Certificate or a supplemental indenture in accordance with this Indenture, and when such Securitiesother terms as are to be established pursuant to procedures set forth in an Issuer Order shall have been established, all such terms will have been duly authorized by the Issuer and will have been established in conformity with the provisions of this Indenture; and (c) such Securities and Coupons, if any, when executed by the Issuer and authenticated and delivered by the Trustee in accordance with the provisions of this Indenture and issued delivered to and duly paid for by the Issuer in the manner purchasers thereof, and subject to any conditions specified in such Opinion of Counsel, will constitute have been duly issued under this Indenture, will be entitled to the benefits of this Indenture, and will be valid and binding obligations of the Issuer; , enforceable in accordance with their respective terms except as the enforceability thereof may be limited by (i) bankruptcy, insolvency or similar laws affecting creditors' rights generally, (ii) rights of acceleration, if any, and (iii) the availability of equitable remedies may be limited by equitable principles of general applicability and such counsel need express no opinion with regard to the enforceability of Section 6.6 or of a judgment denominated in a currency other than Dollars. In rendering such opinions, any counsel may qualify any opinions as to enforceability by stating that all such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium, fraudulent transfer and other similar laws affecting the rights and requirements remedies of creditors and is subject to general principles of equity (regardless of whether such enforceability is considered in respect a proceeding in equity or at law). Such counsel may rely upon opinions of other counsel (copies of which shall be delivered to the Trustee) reasonably satisfactory to the Trustee, in which case the opinion shall state that such counsel believes he and the Trustee are entitled so to rely. Such counsel may also state that, insofar as such opinion involves factual matters, he has relied, to the extent he deems proper, upon certificates of officers of the execution Issuer and delivery by the Issuer its subsidiaries and certificates of the Securities have been complied with; and (iv) covering such other matters as the Trustee may reasonably requestpublic officials. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, committee or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing HoldersHolders or would affect the Trustee's own rights, duties or immunities under the Securities, this Indenture or otherwise. If the Issuer shall establish pursuant to Section 2.3 that the Securities of a series are to be issued in the form of one or more Registered Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with this Section and the Issuer Order with respect to such series, authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series issued and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or delivered or held pursuant to such Depositary's instructions and (iv) shall bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary." Each Depositary designated pursuant to Section 2.3 must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the (1) The Issuer may deliver Securities of any series having attached thereto appropriate Coupons, if any, executed by the Issuer to the Trustee for authenticationauthentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the IssuerIssuer (contained in the Issuer Order referred to below in this Section) or pursuant to such procedures acceptable to the Trustee and to such recipients as may be specified from time to time by an Issuer Order. The maturity date, signed by original issue date, interest rate and any two officers other terms of the Securities of such series and Coupons, if any, appertaining thereto shall be determined by or pursuant to such Issuer Order and procedures. If provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuer or its duly authorized by the Board to execute any such orderagent, without any further action by the Issuerwhich instructions shall be promptly confirmed in writing. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities Securities, the Trustee shall be entitled to receivereceive (in the case of subparagraphs (2), (3) and (4) below only at or before the time of the first request of the Issuer to the Trustee to authenticate Securities of such series) and (subject to Section 5.016.1) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) an Issuer Order requesting such authentication and setting forth delivery instructions if the Securities and Coupons, if any, are not to be delivered to the Issuer, provided that, with respect to Securities of a certified copy series subject to a Periodic Offering, (i) such Issuer Order may be delivered by the Issuer to the Trustee prior to the delivery to the Trustee of any resolution or resolutions such Securities for authentication and delivery, (ii) the Trustee shall authenticate and deliver Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the Board authorizing the action taken aggregate principal amount established for such series, pursuant to an Issuer Order or pursuant to procedures acceptable to the resolution Trustee as may be specified from time to time by an Issuer Order, (iii) the maturity date or resolutions delivered under clause 2.04(bdates, original issue date or dates, interest rate or rates and any other terms of Securities of such series shall be determined by an Issuer Order or pursuant to such procedures and (iv) belowif provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuer or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing; (b) a copy of any resolution Board Resolution, Officer's Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 2.3 by or resolutions pursuant to which the forms and terms of the Board relating to such seriesSecurities and Coupons, in each case certified by the Secretary or an Assistant Secretary of the Issuerif any, were established; (c) an executed supplemental indenture, if any; (d) an Officers' Officer's Certificate setting forth the form or forms and terms of the Securities as required pursuant to Section 2.01 and 2.03Coupons, respectively and prepared in accordance with Section 10.05; (e) an Opinion of Counselif any, prepared in accordance with Section 10.05, to the effect that (i) stating that the form or forms and terms of such the Securities and Coupons, if any, have been established by or pursuant to a resolution Sections 2.1 and 2.3 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) At the option of the Board Issuer, either one or by more Opinions of Counsel, or a supplemental indenture as permitted by Section 2.01 letter addressed to the Trustee permitting it to rely on one or more Opinions of Counsel, substantially to the effect that: (i) the forms of the Securities and 2.03 Coupons, if any, have been duly authorized and established in conformity with the provisions of this Indenture; (ii) in the case of an underwritten offering, the terms of the Securities have been duly authorized and established in conformity with the provisions of this Indenture, and, in the case of an offering that is not underwritten, certain terms of the Securities have been established pursuant to a Board Resolution, an Officer's Certificate or a supplemental indenture in accordance with this Indenture, and when such Securitiesother terms as are to be established pursuant to procedures set forth in an Issuer Order shall have been established, all such terms will have been duly authorized by the Issuer and will have been established in conformity with the provisions of this Indenture; and (iii) when the Securities and Coupons, if any, have been executed by the Issuer and authenticated and delivered by the Trustee in accordance with the provisions of this Indenture and issued delivered to and duly paid for by the Issuer in the manner and subject to any conditions specified in such Opinion of Counselpurchasers thereof, they will have been duly issued under this Indenture, will constitute be entitled to the benefits of this Indenture, and will be valid and binding obligations of the Issuer;, enforceable in accordance with their respective terms except as (A) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (B) rights of acceleration, if any, and the availability of equitable remedies may be limited by equitable principles of general applicability. In rendering such opinions, any counsel may qualify any opinions as to enforceability by stating that such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting the rights and remedies of creditors and is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Such counsel may rely upon opinions of other counsel (copies of which shall be delivered to the Trustee), who shall be counsel reasonably satisfactory to the Trustee, in which case the opinion shall state that such counsel believes he or she and the Trustee are entitled so to rely. Such counsel may also state that, insofar as such opinion involves factual matters, he or she has relied, to the extent he or she deems proper, upon certificates of officers of the Issuer and its subsidiaries and certificates of public officials. (iii2) that all laws and requirements in respect of the execution and delivery by the Issuer of the Securities have been complied with; and (iv) covering such other matters as the Trustee may reasonably request. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing HoldersHolders or would affect the Trustee's own rights, duties or immunities under the Securities, this Indenture or otherwise. (3) If the Issuer shall establish pursuant to Section 2.3 that the Securities of a series are to be issued in whole or in part in global form, then the Issuer shall execute and the Trustee shall, in accordance with this Section and the Issuer Order with respect to such series, authenticate and deliver one or more Securities in global form that (a) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series issued and not yet cancelled, (b) if such Securities are Registered Securities, shall be registered in the name of the Depositary for such Security or Securities in global form or the nominee of such Depositary, (c) if such Securities are Registered Securities, shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions and (d) shall bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for Securities in definitive form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary." (4) Each Depositary designated pursuant to Section 2.3 must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the The Issuer may deliver Securities of any series executed by the Issuer to the Trustee for authenticationauthentication together with the applicable documents referred to below in this Section 2.4, and the Trustee shall thereupon authenticate and deliver such Securities to to, or upon the written order of, the Issuer (contained in the Issuer Order referred to below in this Section 2.4) or pursuant to such procedures acceptable to the Trustee and to such recipients as may be specified from time to time by an Issuer Order. The maturity date, original issue date, interest rate, if any, and any other terms of the IssuerSecurities of such series shall be determined by or pursuant to such Issuer Order and procedures. If provided for in such procedures and agreed to by the Trustee, signed by any two officers of such Issuer Order may authorize authentication and delivery pursuant to oral instructions from the Issuer or its duly authorized by the Board to execute any such orderagent, without any further action by the Issuerwhich instructions shall be promptly confirmed in writing. In authenticating the Securities of such Securities series and accepting the additional responsibilities under this Indenture in relation to such Securities Securities, the Trustee shall be entitled to receivereceive (in the case of subparagraphs (2), (3) and (4) below only at or before the time of the first request of the Issuer to the Trustee to authenticate Securities of such series) and (subject to Section 5.016.1) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (1) an Issuer Order requesting such authentication and setting forth delivery instructions if the Securities of such series are not to be delivered to the Issuer, provided that, with respect to Securities of a series subject to a Periodic Offering, (a) a certified copy such Issuer Order may be delivered by the Issuer to the Trustee prior to the delivery to the Trustee of such Securities for authentication and delivery, (b) the Trustee shall authenticate and deliver Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to an Issuer Order or pursuant to procedures acceptable to the Trustee as may be specified from time to time by an Issuer Order, (c) the maturity date or dates, original issue date or dates, interest rate or rates, if any, and any resolution other terms of Securities of such series shall be determined by an Issuer Order or resolutions pursuant to such procedures, (d) if provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuer or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing and (e) after the original issuance of the Board authorizing first Security of such series to be issued, any separate request by the action taken pursuant Issuer that the Trustee authenticate Securities of such series for original issuance will be deemed to be a certification by the Issuer that it is in compliance with all conditions precedent provided for in this Indenture relating to the resolution or resolutions delivered under clause 2.04(b) belowauthentication and delivery of such Securities; (b2) a copy of any resolution or resolutions of the Board relating to such seriesResolution, in each case certified by the Secretary or an Assistant Secretary of the Issuer; (c) an executed supplemental indenture, if any; (d) an Officers' Certificate setting forth or executed supplemental indenture referred to in Sections 2.1 and 2.3 by or pursuant to which the form forms and terms of the Securities as required pursuant to Section 2.01 and 2.03, respectively and prepared in accordance with Section 10.05; (e) an Opinion of Counsel, prepared in accordance with Section 10.05, to the effect that (i) that the form or forms and terms of such Securities have been established by or pursuant to a resolution of the Board or by a supplemental indenture as permitted by Section 2.01 and 2.03 in conformity with the provisions of this Indentureseries were established; (ii) that such Securities, when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Issuer; (iii) that all laws and requirements in respect of the execution and delivery by the Issuer of the Securities have been complied with; and (iv) covering such other matters as the Trustee may reasonably request. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing Holders.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the The Issuer may deliver Securities of any series executed by the Issuer to the Trustee for authenticationauthentication together with the applicable documents referred to below in this Section 2.4, and the Trustee shall thereupon authenticate and deliver such Securities to to, or upon the written order of the Issuerof, signed by any two officers of the Issuer authorized (contained in the Issuer Order referred to below in this Section 2.4) or pursuant to such procedures acceptable to the Trustee and to such recipients as may be specified from time to time by an Issuer Order. If provided for in such procedures and agreed to by the Board Trustee, such Issuer Order may authorize authentication and delivery pursuant to execute any such orderoral instructions from the Issuer or its duly authorized agent, without any further action by the Issuerwhich instructions shall be promptly confirmed in writing. In authenticating the Securities of such Securities series and accepting the additional responsibilities under this Indenture in relation to such Securities Securities, the Trustee shall be entitled to receivereceive (in the case of subparagraphs (2), (3) and (4) below only at or before the time of the first request of the Issuer to the Trustee to authenticate Securities of such series) and (subject to Section 5.016.1) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (1) an Issuer Order requesting such authentication and setting forth delivery instructions provided that, with respect to Securities of a series subject to a Periodic Offering, (a) a certified copy such Issuer Order may be delivered by the Issuer to the Trustee prior to the delivery to the Trustee of such Securities for authentication and delivery, (b) the Trustee shall authenticate and deliver Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to an Issuer Order, (c) the maturity date or dates, original issue date or dates, interest rate or rates, if any, and any resolution or resolutions other terms of Securities of such series shall be determined by an Issuer Order and (d) after the original issuance of the Board authorizing first Security of such series to be issued, any separate request by the action taken pursuant Issuer that the Trustee authenticate Securities of such series for original issuance will be deemed to be a certification by the Issuer that it is in compliance with all conditions precedent provided for in this Indenture relating to the resolution or resolutions delivered under clause 2.04(b) belowauthentication and delivery of such Securities; (b2) a copy of any resolution or resolutions of the Board relating to such seriesResolution, in each case certified by the Secretary Officers’ Certificate or an Assistant Secretary of the Issuer; (c) an executed supplemental indenture, if any; (d) an Officers' Certificate setting forth indenture referred to in Sections 2.1 and 2.3 by or pursuant to which the form forms and terms of the Securities as required pursuant to Section 2.01 and 2.03, respectively and prepared in accordance with Section 10.05of such series were established; (e3) an Opinion of Counsel, prepared in accordance with Section 10.05, to the effect that (i) Officers’ Certificate stating that the form or forms and terms of such the Securities have been established by pursuant to Sections 2.1 and 2.3 and comply with this Indenture and covering such other matters as the Trustee may reasonably request; and (4) at the option of the Issuer, either an Opinion of Counsel, or a letter from legal counsel addressed to the Trustee permitting it to rely on an Opinion of Counsel, substantially to the effect that: (a) in the case of an underwritten offering, the Securities of such series have been duly authorized, executed and delivered and, in the case of an offering that is not underwritten, certain terms of the Securities of such series have been established pursuant to a resolution of the Board Resolution, an Officers’ Certificate or by a supplemental indenture in accordance with this Indenture, and when such other terms as permitted are to be established pursuant to procedures set forth in an Issuer Order shall have been established, all such terms will have been duly authorized by Section 2.01 the Issuer and 2.03 will have been established in conformity with the provisions of this Indenture; (iib) that when the Securities of such Securitiesseries have been duly authorized, when authenticated executed and delivered by the Trustee Issuer and issued authenticated by the Issuer Trustee in accordance with the manner provisions of this Indenture and subject delivered to any conditions specified in such Opinion of Counseland duly paid for by the purchasers thereof, they will constitute valid and legally binding obligations of the Issuer;, enforceable in accordance with their respective terms, and will be entitled to the benefits of this Indenture; and (iiic) that all laws and requirements in respect of the execution and delivery by the Issuer of, and the performance by the Issuer of its obligations under, the Securities of such series will not conflict with any provision of applicable law or the articles of incorporation or bylaws of the Securities Issuer or any agreement or other instrument to which the Issuer or any of the Guarantors is a party and that is material to the Issuer, Hovnanian and its Subsidiaries, considered as one enterprise, or, to such counsel’s knowledge after the inquiry indicated therein, any judgment, order or decree of any governmental agency or any court having jurisdiction over the Issuer, Hovnanian and any of its Subsidiaries, and no consent, approval or authorization of any governmental body or agency is required for the performance by the Issuer of its obligations under the Securities, except such as are specified and have been complied with; and obtained and such as may be required by the securities or blue sky laws of the various states in connection with the offer and sale of the Securities. In rendering such opinions, such counsel may qualify any opinions as to enforceability by stating that such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, liquidation, moratorium and other similar laws relating to or affecting the rights and remedies of creditors and is subject to general principles of equity (ivregardless of whether such enforceability is considered in a proceeding in equity or at law) covering and an implied covenant of good faith and fair dealing. Such counsel may also state that, insofar as such other matters opinion involves factual matters, such counsel has relied, to the extent such counsel deems proper, upon certificates of officers of the Issuer, Hovnanian and its subsidiaries, as the Trustee may reasonably requestapplicable, and certificates of public officials. The Trustee shall have the right to decline to authenticate and deliver any Securities of any series under this Section 2.4 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, committee or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing HoldersHolders or would adversely affect the Trustee’s own rights, duties or immunities under the Securities, this Indenture or otherwise. If the Issuer shall establish pursuant to Section 2.3 that the Securities of a series are to be issued in the form of one or more Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with this Section 2.4 and the Issuer Order with respect to such series, authenticate and deliver one or more Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series to be issued in the form of Global Securities and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions, and (iv) shall bear a legend substantially to the following effect: Each Depositary designated pursuant to Section 2.3 must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act, and any other applicable statute or regulation. Reference is made to Section 13.5 concerning execution and delivery of the Guarantees.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the (1) The Issuer may deliver Securities of any series having attached thereto appropriate Coupons, if any, executed by the Issuer to the Trustee for authenticationauthentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the IssuerIssuer (contained in the Issuer Order referred to below in this Section) or pursuant to such procedures acceptable to the Trustee and to such recipients as may be specified from time to time by an Issuer Order. The maturity date, signed by original issue date, interest rate and any two officers other terms of the Securities of such series and Coupons, if any, appertaining thereto shall be determined by or pursuant to such Issuer authorized by the Board to execute any such order, without any further action by the IssuerOrder and procedures. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities Securities, the Trustee shall be entitled to receive, receive and (subject to Section 5.016.1) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) an Issuer Order requesting such authentication and setting forth delivery instructions if the Securities and Coupons, if any, are not to be delivered to the Issuer, provided that, with respect to Securities of a certified copy series subject to a Periodic Offering, (i) such Issuer Order may be delivered by the Issuer to the Trustee prior to the delivery to the Trustee of any resolution or resolutions such Securities for authentication and delivery, (ii) the Trustee shall authenticate and deliver Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the Board authorizing the action taken aggregate principal amount established for such series, pursuant to an Issuer Order or pursuant to procedures acceptable to the resolution Trustee as may be specified from time to time by an Issuer Order and (iii) the maturity date or resolutions delivered under clause 2.04(b) belowdates, original issue date or dates, interest rate or rates and any other terms of Securities of such series shall be determined by an Issuer Order or pursuant to such procedures; (b) a copy of any resolution Board Resolution, Officer's Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 2.3 by or resolutions pursuant to which the forms and terms of the Board relating to such seriesSecurities and Coupons, in each case certified by the Secretary or an Assistant Secretary of the Issuerif any, were established; (c) an executed supplemental indenture, if any; (d) an Officers' Officer's Certificate setting forth the form or forms and terms of the Securities as required pursuant to Section 2.01 and 2.03Coupons, respectively and prepared in accordance with Section 10.05; (e) an Opinion of Counselif any, prepared in accordance with Section 10.05, to the effect that (i) stating that the form or forms and terms of such the Securities and Coupons, if any, have been established by or pursuant to a resolution Sections 2.1 and 2.3 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) at the option of the Board Issuer, either one or by more Opinions of Counsel, or a supplemental indenture letter addressed to the Trustee permitting it to conclusively rely, as permitted by Section 2.01 to the truth of the statements and 2.03 the correctness of the opinions expressed therein, on one or more Opinions of Counsel, substantially to the effect that: (i) the forms of the Securities and Coupons, if any, have been duly authorized and established in conformity with the provisions of this Indenture; (ii) in the case of an underwritten offering, the terms of the Securities have been duly authorized and established in conformity with the provisions of this Indenture, and, in the case of an offering that is not underwritten, certain terms of the Securities have been established pursuant to a Board Resolution, an Officer's Certificate or a supplemental indenture in accordance with this Indenture, and when such Securitiesother terms as are to be established pursuant to procedures set forth in an Issuer Order shall have been established, all such terms will have been duly authorized by the Issuer and will have been established in conformity with the provisions of this Indenture; (iii) when the Securities and Coupons, if any, have been executed by the Issuer and authenticated and delivered by the Trustee in accordance with the provisions of this Indenture and issued delivered to and duly paid for by the Issuer in the manner and subject to any conditions specified in such Opinion of Counselpurchasers thereof, they will have been duly issued under this Indenture, will constitute be entitled to the benefits of this Indenture, and will be valid and binding obligations of the Issuer;, enforceable in accordance with their respective terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) rights of acceleration, if any, and the availability of equitable remedies may be limited by equitable principles of general applicability; and (iiiiv) that all applicable laws and requirements in respect of the execution and delivery by the Issuer of the such Securities have been complied with; and. In rendering such opinions, any counsel may qualify any opinions as to enforceability by stating that such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting the rights and remedies of creditors and is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Such counsel may rely upon opinions of other counsel (copies of which shall be delivered to the Trustee), who shall be counsel reasonably satisfactory to the Trustee, in which case the opinion shall state that such counsel believes he or she and the Trustee are entitled so to rely. Such counsel may also state that, insofar as such opinion involves factual matters, he or she has relied, to the extent he or she deems proper, upon certificates of officers of the Issuer and its subsidiaries and certificates of public officials. (iv2) covering such other matters as the Trustee may reasonably request. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing HoldersHolders or would affect the Trustee's own rights, duties or immunities under the Securities, this Indenture or otherwise. (3) If the Issuer shall establish pursuant to Section 2.3 that the Securities of a series are to be issued in whole or in part in global form, then the Issuer shall execute and the Trustee shall, in accordance with this Section and the Issuer Order with respect to such series, authenticate and deliver one or more Securities in global form that (a) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series issued and not yet canceled, (b) if such Securities are Registered Securities, shall be registered in the name of the Depositary for such Security or Securities in global form or the nominee of such Depositary, (c) if such Securities are Registered Securities, shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions and (d) shall bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for Securities in definitive form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary." (4) Each Depositary designated pursuant to Section 2.3 must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securities of any series executed by the Issuer to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver such Securities to the Issuer or upon the written order of the Issuer, signed by any two officers of the Issuer authorized by the Board to execute any such order, without any further action by the Issuercontained in a Company Order. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities the Trustee shall be entitled to receive, and (subject to Section 5.01) shall be fully protected in relying upon: (a) a certified copy of any resolution Board Resolution, Officer’s Certificate and/or executed supplemental indenture referred to in Sections 2.01 and 2.03 specifying the form or resolutions forms and terms of the Board authorizing the action taken pursuant to the resolution or resolutions delivered under clause 2.04(b) belowSecurities; (b) a copy of any resolution or resolutions an Officer’s Certificate of the Board relating to such series, in each case certified by Issuer certifying the Secretary or an Assistant Secretary form and terms of the Issuer; (c) an executed supplemental indentureSecurities, if any; (d) an Officers' Certificate setting forth stating that the form and terms of the Securities have been established as required pursuant to Section Sections 2.01 and 2.03, respectively 2.03 and prepared in accordance comply with Section 10.05the Indenture and covering such other matters as the Trustee may reasonably request; (ec) an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel to the effect that (i) that the form or forms and terms of such Securities have been established by or as required pursuant to a resolution of the Board or by a supplemental indenture as permitted by Section Sections 2.01 and 2.03 in conformity with the provisions of this Indenture; (ii) that such Securities, when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Issuer;; and (iii) that all laws and requirements in respect of the execution and delivery by the Issuer of the Securities have been complied with; and. (ivd) covering if the Securities being issued are Original Issue Discount Securities, an Officer’s Certificate of the Issuer setting forth the Yield to Maturity for the Securities and any other facts required to compute amounts due on acceleration, unless such Yield to Maturity and other matters as facts are specified in the Trustee may reasonably requestform of the Securities. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing Holders.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the The Issuer may deliver Securities of any series having attached thereto appropriate Coupons, if any, executed by the Issuer to the Trustee for authenticationauthentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Issuer, signed by any two officers of Issuer (contained in the Issuer Order referred to below in this Section) or pursuant to such procedures acceptable to the Trustee and to such recipients as may be specified from time to time by an Issuer Order. If provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuer or its duly authorized by the Board to execute any such order, without any further action by the Issueragent. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities Securities, the Trustee shall be entitled to receivereceive (in the case of subparagraphs 2, 3 and 4 below only at or before the time of the first request of the Issuer to the Trustee to authenticate Securities of such series, provided that such documents reasonably contemplate all Securities of such series) and (subject to Section 5.01Section 6.1) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (1) an Issuer Order requesting such authentication and setting forth delivery instructions if the Securities and Coupons, if any, are not to be delivered to the Issuer, provided that, with respect to Securities of a series subject to a Periodic Offering, (a) a certified copy such Issuer Order may be delivered by the Issuer to the Trustee prior to the delivery to the Trustee of any resolution or resolutions such Securities for authentication and delivery, (b) the Trustee shall authenticate and deliver Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the Board authorizing the action taken aggregate principal amount established for such series, pursuant to an Issuer Order or pursuant to procedures acceptable to the resolution Trustee as may be specified from time to time by an Issuer Order, (c) the maturity date or resolutions delivered under clause 2.04(bdates, interest rate or rates and any other terms of Securities of such series shall be determined by an Issuer Order or pursuant to such procedures and (d) belowif provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuer or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing; (b2) a copy of any resolution or resolutions of the Board relating to such seriesResolution, in each case certified by the Secretary or an Assistant Secretary of the Issuer; (c) an Officer's Certificate and/or executed supplemental indenture, if any; (d) an Officers' Certificate setting forth indenture referred to in Sections 2.1 and 2.3 by or pursuant to which the form forms and terms of the Securities as required pursuant to Section 2.01 and 2.03Coupons, respectively and prepared in accordance with Section 10.05if any, were established; (e3) an Opinion of Counsel, prepared in accordance with Section 10.05, to the effect that (i) Officer's Certificate stating that the form or forms and terms of such the Securities and Coupons, if any, have been established by or pursuant to a resolution Sections 2.1 and 2.3 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (4) at the option of the Board Issuer, either an Opinion of Counsel, or by a supplemental indenture as permitted by Section 2.01 letter addressed to the Trustee permitting it to rely on an Opinion of Counsel, substantially to the effect that: (a) the forms of the Securities and 2.03 Coupons, if any, have been duly authorized and established in conformity with the provisions of this Indenture; (iib) in the case of an underwritten offering, the terms of the Securities have been duly authorized and established in conformity with the provisions of this Indenture, and, in the case of an offering that is not underwritten, certain terms of the Securities have been established pursuant to a Board Resolution, an Officer's Certificate or a supplemental indenture in accordance with this Indenture, and when such Securitiesother terms as are to be established pursuant to procedures set forth in an Issuer Order shall have been established, all such terms will have been duly authorized by the Issuer and will have been established in conformity with the provisions of this Indenture; (c) when the Securities and Coupons, if any, have been executed by the Issuer and authenticated and delivered by the Trustee in accordance with the provisions of this Indenture and issued delivered to and duly paid for by the Issuer in the manner purchasers thereof, they will have been duly issued under this Indenture and subject to any conditions specified in such Opinion of Counsel, will constitute be valid and legally binding obligations of the Issuer;, enforceable in accordance with their respective terms, and will be entitled to the benefits of this Indenture; and (iiid) that all laws and requirements in respect of the execution and delivery by the Issuer of, and the performance by the Issuer of its obligations under, the Securities and Coupons, if any, will not contravene any provision of applicable law or the certificate of incorporation or by-laws of the Issuer or any agreement or other instrument binding upon the Issuer or any of its subsidiaries that is material to the Issuer and its subsidiaries, considered as one enterprise, or, to the best of such counsel's knowledge, any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Issuer or any subsidiary, and no consent, approval or authorization of any governmental body or agency is required for the performance by the Issuer of its obligations under the Securities and Coupons, if any, except such as are specified and have been obtained and such as may be required by the securities or blue sky laws of the various states in connection with the offer and sale of the Securities have been complied with; and and Coupons, if any. In rendering such opinions, such counsel may qualify any opinions as to enforceability by stating that such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting the rights and remedies of creditors and is subject to general principles of equity (iv) covering regardless of whether such enforceability is considered in a proceeding in equity or at law). Such counsel may rely, as to all matters governed by the laws of jurisdictions other matters as than the State of New York and the federal law of the United States, upon opinions of other counsel (copies of which shall be delivered to the Trustee), who shall be counsel reasonably satisfactory to the Trustee, in which case the opinion shall state that such counsel believes he and the Trustee are entitled so to rely. Such counsel may reasonably requestalso state that, insofar as such opinion involves factual matters, he has relied, to the extent he deems proper, upon certificates of officers of the Issuer and its subsidiaries and certificates of public officials. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing HoldersHolders or would affect the Trustee's own rights, duties or immunities under the Securities, this Indenture or otherwise. If the Issuer shall establish pursuant to Section 2.3 that the Securities of a series are to be issued in the form of one or more Registered Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with this Section and the Issuer Order with respect to such series, authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series issued and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions and (iv) shall bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary." Each Depositary designated pursuant to Section 2.3 must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Securities of any series Series, together with, if the terms of such Securities provide for the endorsement thereon or attachment thereto of any Guarantees by any Guarantors, such Guarantees endorsed thereon or attached thereto and, if such terms so provide, executed by the Issuer such Guarantors, to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver such Securities with any such Guarantees endorsed thereon or attached thereto, to or upon the written order of the IssuerCompany or such Guarantors, signed by any two officers Officer of the Issuer authorized by the Board to execute any Company, and if applicable, such order, without any further action by the IssuerGuarantors (in “Authentication Order”). In authenticating such Securities appertaining thereto, with any such Guarantees endorsed thereon or attached thereto, and accepting the additional responsibilities under this Indenture in relation to such Securities and Guarantees, the Trustee shall be entitled to receive, receive and (subject to Section 5.017.01) shall be fully protected in relying upon: (a1) a certified copy of any resolution or resolutions of the Company’s Board of Directors or any Guarantor’s Board of Directors authorizing the action taken pursuant to the resolution or resolutions delivered under clause 2.04(b(2) below; (b2) a copy of any resolution or resolutions of the Company’s Board of Directors relating to such seriesSeries or any resolution or resolutions of each applicable Guarantor’s Board of Directors relating to such Guarantor’s Guarantee, in each case case, certified by the Secretary secretary or an Assistant Secretary assistant secretary of the IssuerCompany or Guarantor, as applicable; (c3) an executed supplemental indenture, if any; (d4) an Officers' ’ Certificate of the Company setting forth the form and terms of the Securities of such Series as required pursuant to Section Sections 2.01 and 2.032.02, respectively respectively, and prepared in accordance with Sections 13.04 and 13.05; (5) an Officers’ Certificate of each applicable Guarantor setting forth the form and terms of such Guarantor’s Guarantee of such Series as required pursuant to Sections 2.01 and 2.02, respectively, and prepared in accordance with Section 10.05; (e) an Opinion of Counsel, prepared in accordance with Section 10.05, to the effect that (i) that the form or forms 13.04 and terms of such Securities have been established by or pursuant to a resolution of the Board or by a supplemental indenture as permitted by Section 2.01 and 2.03 in conformity with the provisions of this Indenture; (ii) that such Securities, when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Issuer; (iii) that all laws and requirements in respect of the execution and delivery by the Issuer of the Securities have been complied with13.05; and (iv) covering such other matters as the Trustee may reasonably request. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action Securities may not lawfully be taken issued by the Issuer Company, or, if the terms of such Securities provide for the endorsement thereon or attachment thereto of any Guarantees by any Guarantors, that any such Guarantee may not lawfully be made, or if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under this Indenture in a manner not reasonably acceptable to the Trustee. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in good faith Section 2.14, together with a written statement (which need not comply with Sections 13.04 and 13.05 and need not be accompanied by its board an Opinion of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine Counsel) stating that such action would expose Security has never been issued and sold by the Trustee Company, for all purposes of this Indenture such Security shall be deemed never to personal liability have been authenticated and delivered hereunder and shall never be entitled to existing Holdersthe benefits of this Indenture.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this the Indenture, the Issuer may deliver Securities of any series executed by the Issuer to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the together with a written order of the Issuer, signed by any two officers in the name of the Issuer authorized by any one of the following officers: chairman of the Board to execute of Directors, chief executive officer, chief financial officer, principal accounting officer, treasurer, assistant treasurer, president, any vice president, secretary, controller, general counsel or deputy general counsel of the Issuer (an “Issuer Order”). The Trustee, in accordance with such written order, without any further action by the Issuershall authenticate and deliver such Securities. In authenticating such Securities and accepting the additional responsibilities under this the Indenture in relation to such Securities Securities, the Trustee shall be entitled to receive, receive and (subject to Section 5.01) shall be fully protected in relying upon: (a) a certified copy of any resolution Resolution or resolutions Resolutions of the Board of Directors authorizing the action taken pursuant to the resolution or resolutions delivered under clause 2.04(b) below; (b) a copy of any resolution Resolution or resolutions Resolutions of the Board of Directors relating to such series, in each case certified by the Secretary secretary or an Assistant Secretary assistant secretary of the Issuer; (c) an executed supplemental indenture, if any; (d) in lieu of a supplemental indenture, an Officers' Officer’s Certificate setting forth the form and terms of the Securities as required pursuant to Section 2.01 and 2.03, respectively respectively, and addressing the matters required by and prepared in accordance with Section 10.05; (e) an Opinion of Counsel, addressing the matter required by and prepared in accordance with Section 10.05, to the effect and stating that (i) that the form or forms and terms of such Securities have been established by or pursuant to a resolution Resolution of the Board of Directors (or by an officer duly authorized by any such Resolution) and set forth in an Officer’s Certificate, or by a supplemental indenture as permitted by Section 2.01 and 2.03 in conformity with the provisions of this the Indenture;; and (ii) that such Securities, when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Issuer; (iii) that all laws and requirements in respect Issuer entitled to the benefits of the execution Indenture, and delivery by enforceable against the Issuer in accordance with their terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws now or hereafter in effect relating to creditor’s rights generally, and general principles of the Securities have been complied with; and equity (iv) covering such other matters as the Trustee may reasonably requestregardless of whether enforceability is considered in a proceeding in equity or at law). The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing Holdersliability.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Securities of any series Series executed by the Issuer Company to the Trustee for authentication, together with an Officers’ Certificate for the authentication and delivery of such Securities, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Issuer, signed by any two officers of the Issuer authorized by the Board to execute any in accordance with such order, without any further action by the IssuerOfficers’ Certificate. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities Securities, the Trustee shall be entitled to receive, receive and (subject to Section 5.01) shall be fully protected in relying upon: (a1) a certified copy of any resolution or resolutions of the Board Resolution(s) authorizing the action taken pursuant to the resolution clause (2) or resolutions delivered under clause 2.04(b(3) below; (b2) a copy of any resolution or resolutions of the Board relating to such series, in each case certified by the Secretary or an Assistant Secretary of the Issuer; (c) an executed supplemental indenture, if any; (d) an Officers' Certificate setting forth the form and terms of the Securities as required pursuant to Section 2.01 and 2.03, respectively and prepared in accordance with Section 10.05; (e) an Opinion of Counsel, prepared in accordance with Section 10.05, to the effect that (i) that the form or forms and terms of such Securities have been established by or pursuant to a resolution supplement to this Indenture, an executed supplemental indenture, if any setting forth the form and terms of the Securities of such Series as required pursuant to Sections 2.1 and 2.3, respectively, and prepared in accordance with Section 8.1; (3) if the form and terms of such Securities have been established by or pursuant to a Board Resolution but not a supplement to this Indenture, an Officers’ Certificate setting forth the form and terms of the Securities of such Series as required pursuant to Sections 2.1 and 2.3, respectively, and prepared in accordance with Section 11.5; (4) if the form and terms of such Securities have been established by or pursuant to a supplement to this Indenture, an Officers’ Certificate prepared in accordance with Section 8.4 and Section 11.5; (5) an Opinion of Counsel, prepared in accordance with Section 11.5 (and Section 8.4, to the extent applicable), to the effect that: (a) the form or forms of such Securities have been established by or pursuant to a Board Resolution or by a supplemental indenture as permitted by Section 2.01 and 2.03 2.1 in conformity with the provisions of this Indenture; (iib) that to the extent applicable, the terms of such SecuritiesSecurities have been established by or pursuant to a Board Resolution and set forth in an Officers’ Certificate as permitted by Section 2.3 in conformity with the provisions of this Indenture; (c) such Securities have been duly authorized by the Company, and, when authenticated and delivered by the Trustee and issued by the Issuer Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the IssuerCompany enforceable in accordance with their terms (subject, as to enforceability, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity); (iiid) the registration statement, if any, relating to the Securities of such Series and any amendments thereto has become effective under the Securities Act and to the knowledge of such counsel, no stop order suspending the effectiveness of such registration statement has been issued and no proceedings for that purpose have been instituted or threatened by the U.S. Securities and Exchange Commission; (e) all laws and requirements conditions precedent provided for in respect of this Indenture to the execution authentication and delivery by the Issuer of the Securities of such Series by the Trustee have been complied with; and (ivf) covering this Indenture has been qualified under the Trust Indenture Act or that it is not necessary to qualify the Indenture under the Trust Indenture Act. If all the Securities of any Series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel and an Officers’ Certificate at the time of issuance of each Security, but such other matters as opinion and certificate, with appropriate modifications, shall be delivered at or before the time of issuance of the first Security of such Series. After any such first delivery, an Officers’ Certificate directing the Trustee may reasonably requestauthenticate and deliver Securities of such Series for original issue will be deemed to be a certification by the Company that all conditions precedent provided for in this Indenture relating to authentication and delivery of such Securities continue to have been complied with. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer Company or if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, immunities or indemnities under this Indenture in a manner not acceptable to the Trustee. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in good faith Section 2.10, together with an Officers’ Certificate (which need not comply with Section 11.5 and need not be accompanied by its board an Opinion of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine Counsel) stating that such action would expose Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Company to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Responsible Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to personal liability to existing Holdersauthentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights under this Indenture as any Agent.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the The Issuer may deliver Securities of any series executed by the Issuer to the Trustee for authenticationauthentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the IssuerIssuer (contained in the Issuer Order referred to below in this Section), signed or pursuant to such procedures acceptable to the Trustee and to such recipients as may be specified from time to time by an Issuer Order. The maturity date, Original Issue Date, interest rate and any two officers other terms of the Securities of such series shall be determined by or pursuant to such Issuer authorized by the Board to execute any such order, without any further action by the IssuerOrder and procedures. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities the Trustee shall be entitled to receive, and (subject to Section 5.016.1) shall be fully protected in conclusively relying upon: (a1) a certified copy of any resolution or resolutions of an Issuer Order requesting such authentication and setting forth delivery instructions if the Board authorizing the action taken pursuant Securities are not to the resolution or resolutions be delivered under clause 2.04(b) below; (b) a copy of any resolution or resolutions of the Board relating to such series, in each case certified by the Secretary or an Assistant Secretary of the Issuer; (c2) an any Board Resolution, Officers' Certificate and/or executed supplemental indenture, if anyindenture referred to in Sections 2.1 and 2.3 by or pursuant to which the forms and terms of the Securities were established; (d3) an Officers' Certificate setting forth the form and terms of the Securities as required stating that the form and terms of the Securities have been established pursuant to Section 2.01 Sections 2.1 and 2.032.3 and comply with this Indenture, respectively and prepared in accordance with Section 10.05;covering such other matters as the Trustee may reasonably request; and (e4) an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel to the effect that: (ia) that the form or forms and terms of such Securities have been established by or pursuant to a resolution of the Board or by a supplemental indenture as permitted by Section 2.01 Sections 2.1 and 2.03 in conformity 2.3 and comply with the provisions of this Indenture;, and (iib) that such Securities, Securities when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Issuer; , enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (iiiwhether considered in a proceeding in equity or at law) that all laws and requirements in respect an implied covenant of the execution good faith and delivery by the Issuer of the Securities have been complied with; and (iv) covering such other matters as the Trustee may reasonably requestfair dealing. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing Holders. If the Issuer shall establish pursuant to Section 2.3 that the Securities of a series are to be issued in the form of one or more Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with this Section and the Issuer Order with respect to such series, authenticate and deliver one or more Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series issued and not yet canceled, (ii) shall be registered in the name of the Depositary for such Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions and (iv) shall bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary." Each Depositary designated pursuant to Section 2.3 must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the The Issuer may deliver Securities of any series having attached thereto appropriate Coupons, if any, executed by the Issuer to the Trustee for authenticationauthentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the IssuerIssuer (contained in the Issuer Order referred to below in this Section) or pursuant to such procedures acceptable to the Trustee and to such recipients as may be specified from time to time by an Issuer Order. The maturity date, signed by original issue date, interest rate and any two officers other terms of the Securities of such series and Coupons, if any, appertaining thereto (including Redemption Notice Periods) shall be determined by or pursuant to such Issuer Order and procedures. If provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral instructions from the Issuer or its duly authorized by the Board to execute any such orderagent, without any further action by the Issuerwhich instructions shall be promptly confirmed in writing. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities Securities, the Trustee shall be entitled to receivereceive (in the case of subparagraphs (b), (c) and (d) below only at or before the time of the first request of the Issuer to the Trustee to authenticate Securities of such series) and (subject to Section 5.016.01) shall be fully protected in relying upon, unless and until such documents have been superceded or revoked: (a) an Issuer Order requesting such authentication and setting forth delivery instructions if the Securities and Coupons, if any, are not to be delivered to the Issuer, provided that, with respect to Securities of a certified copy series subject to a Periodic Offering, (i) such Issuer Order may be delivered by the Issuer to the Trustee prior to the delivery to the Trustee of any resolution or resolutions such Securities for authentication and delivery, (ii) the Trustee shall authenticate and deliver Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the Board authorizing the action taken aggregate principal amount established for such series, pursuant to an Issuer Order or pursuant to procedures acceptable to the resolution Trustee as may be specified from time to time by an Issuer Order, (iii) the maturity date or resolutions delivered under clause 2.04(bdates, original issue date or dates, interest rate or rates and any other terms of Securities of such series (including Redemption Notice Periods) belowshall be determined by an Issuer Order or pursuant to such procedures and (iv) if provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuer or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing; (b) a copy of any resolution Board Resolution, Officer’s Certificate and/or executed supplemental indenture referred to in Sections 2.01 and 2.03 by or resolutions pursuant to which the forms and terms of the Board relating to such seriesSecurities and Coupons, in each case certified by the Secretary or an Assistant Secretary of the Issuerif any, were established; (c) an executed supplemental indenture, if any; (d) an Officers' Officer’s Certificate setting forth the form or forms and terms of the Securities as required pursuant to Section 2.01 and 2.03Coupons, respectively and prepared in accordance with Section 10.05; (e) an Opinion of Counselif any, prepared in accordance with Section 10.05, to the effect that (i) stating that the form or forms and terms of such the Securities and Coupons, if any, have been established by or pursuant to a resolution of the Board or by a supplemental indenture as permitted by Section Sections 2.01 and 2.03 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (d) at the option of the Issuer, either an Opinion of Counsel, or a letter addressed to the Trustee permitting it to rely on an Opinion of Counsel, substantially to the effect that: (i) the forms of the Securities and Coupons, if any, have been duly authorized and established in conformity with the provisions of this Indenture; (ii) in the case of an underwritten offering, the terms of the Securities have been duly authorized and established in conformity with the provisions of this Indenture, and, in the case of an offering that is not underwritten, certain terms of the Securities have been established pursuant to a Board Resolution, an Officer’s Certificate or a supplemental indenture in accordance with this Indenture, and when such Securitiesother terms as are to be established pursuant to procedures set forth in an Issuer Order shall have been established, all such terms will have been duly authorized by the Issuer and will have been established in conformity with the provisions of this Indenture; (iii) when the Securities and Coupons, if any, have been executed by the Issuer and authenticated and delivered by the Trustee in accordance with the provisions of this Indenture and issued delivered to and duly paid for by the Issuer in the manner purchasers thereof, they will have been duly issued under this Indenture and subject to any conditions specified in such Opinion of Counsel, will constitute be valid and legally binding obligations of the Issuer;, enforceable in accordance with their respective terms, and will be entitled to the benefits of this Indenture; and (iiiiv) that all laws and requirements in respect of the execution and delivery by the Issuer of, and the performance by the Issuer of its obligations under, the Securities and Coupons, if any, will not contravene any provision of applicable law or the certificate of incorporation or by-laws of the Issuer or any agreement or other instrument binding upon the Issuer or any of its subsidiaries that is material to the Issuer and its subsidiaries, considered as one enterprise, or, to the best of such counsel’s knowledge, any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Issuer or any subsidiary, and no consent, approval or authorization of any governmental body or agency is required for the performance by the Issuer of its obligations under the Securities and Coupons, if any, except such as are specified and have been obtained and such as may be required by the securities or blue sky laws of the various states in connection with the offer and sale of the Securities have been complied with; and and Coupons, if any. In rendering such opinions, such counsel may qualify any opinions as to enforceability by stating that such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting the rights and remedies of creditors and is subject to general principles of equity (iv) covering regardless of whether such enforceability is considered in a proceeding in equity or at law). Such counsel may rely, as to all matters governed by the laws of jurisdictions other matters as than the State of New York and the federal law of the United States, upon opinions of other counsel (copies of which shall be delivered to the Trustee), who shall be counsel reasonably satisfactory to the Trustee, in which case the opinion shall state that such counsel believes he and the Trustee are entitled so to rely. Such counsel may reasonably requestalso state that, insofar as such opinion involves factual matters, he has relied, to the extent he deems proper, upon certificates of officers of the Issuer and its subsidiaries and certificates of public officials. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing HoldersHolders or would affect the Trustee’s own rights, duties or immunities under the Securities, this Indenture or otherwise. If the Issuer shall establish pursuant to Section 2.03 that the Securities of a series are to be issued in the form of one or more Registered Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with this Section and the Issuer Order with respect to such series, authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series issued and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions and (iv) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.” Each Depositary designated pursuant to Section 2.03 must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the The Issuer may deliver Securities of any series having attached thereto appropriate Coupons, if any, executed by the Issuer to the Trustee for authenticationauthentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the IssuerIssuer (contained in the Issuer Order referred to below in this Section) or pursuant to such procedures acceptable to the Trustee and to such recipients as may be specified from time to time by an Issuer Order. The maturity date, signed by original issue date, interest rate and any two officers other terms of the Securities of such series and Coupons, if any, appertaining thereto shall be determined by or pursuant to such Issuer Order and procedures. If provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral instructions from the Issuer or its duly authorized by the Board to execute any such orderagent, without any further action by the Issuerwhich instructions shall be promptly confirmed in writing. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities Securities, the Trustee shall be entitled to receivereceive (in the case of subparagraphs 2, 3 and 4 below only at or before the time of the first request of the Issuer to the Trustee to authenticate Securities of such series) and (subject to Section 5.016.1) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (1) an Issuer Order requesting such authentication and setting forth delivery instructions if the Securities and Coupons, if any, are not to be delivered to the Issuer, provided that, with respect to Securities of a series subject to a Periodic Offering, (a) a certified copy such Issuer Order may be delivered by the Issuer to the Trustee prior to the delivery to the Trustee of any resolution or resolutions such Securities for authentication and delivery, (b) the Trustee shall authenticate and deliver Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the Board authorizing the action taken aggregate principal amount established for such series, pursuant to an Issuer Order or pursuant to procedures acceptable to the resolution Trustee as may be specified from time to time by an Issuer Order, (c) the maturity date or resolutions delivered under clause 2.04(bdates, original issue date or dates, interest rate or rates and any other terms of Securities of such series shall be determined by an Issuer Order or pursuant to such procedures and (d) belowif provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuer or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing; (b2) a copy of any resolution Board Resolution, Officer's Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 2.3 by or resolutions pursuant to which the forms and terms of the Board relating to such seriesSecurities and Coupons, in each case certified by the Secretary or an Assistant Secretary of the Issuerif any, were established; (c3) an executed supplemental indenture, if any; (d) an Officers' Officer's Certificate setting forth the form or forms and terms of the Securities as required pursuant to Section 2.01 and 2.03Coupons, respectively and prepared in accordance with Section 10.05; (e) an Opinion of Counselif any, prepared in accordance with Section 10.05, to the effect that (i) stating that the form or forms and terms of such the Securities and Coupons, if any, have been established by or pursuant to a resolution Sections 2.1 and 2.3 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (4) At the option of the Board Issuer, either one or by more Opinions of Counsel, or a supplemental indenture as permitted by Section 2.01 letter addressed to the Trustee permitting it to rely on one or more Opinions of Counsel, substantially to the effect that: (a) the forms of the Securities and 2.03 Coupons, if any, have been duly authorized and established in conformity with the provisions of this Indenture; (iib) in the case of an underwritten offering, the terms of the Securities have been duly authorized and established in conformity with the provisions of this Indenture, and, in the case of an offering that is not underwritten, certain terms of the Securities have been established pursuant to a Board Resolution, an Officer's Certificate or a supplemental indenture in accordance with this Indenture, and when such Securitiesother terms as are to be established pursuant to procedures set forth in an Issuer Order shall have been established, all such terms will have been duly authorized by the Issuer and will have been established in conformity with the provisions of this Indenture; (c) when the Securities and Coupons, if any, have been executed by the Issuer and authenticated and delivered by the Trustee in accordance with the provisions of this Indenture and issued delivered to and duly paid for by the Issuer in the manner and subject to any conditions specified in such Opinion of Counselpurchasers thereof, they will have been duly issued under this Indenture, will constitute be entitled to the benefits of this Indenture, and will be valid and binding obligations of the Issuer;, enforceable in accordance with their respective terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) rights of acceleration, if any, and the availability of equitable remedies may be limited by equitable principles of general applicability; and (iiid) that all laws and requirements in respect of the execution and delivery by the Issuer of, and the performance by the Issuer of its obligations under, the Securities and Coupons, if any, will not contravene any provision of any material applicable law or the certificate of incorporation or by-laws of the Issuer or any agreement or other instrument binding upon the Issuer or any of its "significant subsidiaries" (as defined in Article 1 of Regulation S-X under the Securities Act of 1933) that is material to the Issuer and its subsidiaries, taken as a whole, or, to the best of such counsel's knowledge, any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Issuer or any "significant subsidiary" (as defined above), and no consent, approval, authorization or order of or qualification with any governmental body or agency is required for the performance by the Issuer of its obligations under the Securities and Coupons, if any, except such as are specified and have been obtained and such as may be required by the securities or blue sky laws of the various states in connection with the offer and sale of the Securities have been complied with; and and Coupons, if any. In rendering such opinions, any counsel may qualify any opinions as to enforceability by stating that such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting the rights and remedies of creditors and is subject to general principles of equity (iv) covering regardless of whether such enforceability is considered in a proceeding in equity or at law). Such counsel may rely upon opinions of other matters as counsel (copies of which shall be delivered to the Trustee), who shall be counsel reasonably satisfactory to the Trustee, in which case the opinion shall state that such counsel believes he and the Trustee are entitled so to rely. Such counsel may reasonably requestalso state that, insofar as such opinion involves factual matters, he has relied, to the extent he deems proper, upon certificates of officers of the Issuer and its subsidiaries and certificates of public officials. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing HoldersHolders or would affect the Trustee's own rights, duties or immunities under the Securities, this Indenture or otherwise. If the Issuer shall establish pursuant to Section 2.3 that the Securities of a series are to be issued in the form of one or more Registered Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with this Section and the Issuer Order with respect to such series, authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series issued and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions and (iv) shall bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary." Each Depositary designated pursuant to Section 2.3 must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this the Indenture, the Issuer Company may deliver Securities of any series executed by the Issuer Company to the Trustee for authentication, and together with a written order of the Trustee Company, signed in the name of the Company by any two of the following officers: the chairman of the Board of Directors, the chief executive officer, the chief financial officer, any president, any executive vice president, the treasurer or the secretary of the Company (an “Company Order”). The Trustee, in accordance with such written order, shall thereupon authenticate and deliver such Securities to or upon the written order of the Issuer, signed by any two officers of the Issuer authorized by the Board to execute any such order, without any further action by the IssuerSecurities. In authenticating such Securities and accepting the additional responsibilities under this the Indenture in relation to such Securities Securities, the Trustee shall be entitled to receive, receive and (subject to Section 5.01) shall be fully protected in relying upon: (a) a certified copy of any resolution or resolutions of the Board of Directors authorizing the action taken pursuant to the resolution or resolutions delivered under clause 2.04(b) below; (b) a copy of any resolution or resolutions of the Board of Directors relating to such series, in each case certified by the Secretary secretary or an Assistant Secretary assistant secretary of the IssuerCompany; (c) an executed supplemental indenture, if any; (d) in lieu of a supplemental indenture, an Officers' ’ Certificate setting forth the form and terms of the Securities as required pursuant to Section 2.01 and 2.03, respectively respectively, and prepared in accordance with Section 10.05; (e) an Opinion of Counsel, prepared in accordance with Section 10.05, to the effect that: (i) that the form or forms and terms of such Securities have been established by or pursuant to a resolution Resolution of the Board of Directors and set forth in an Officers’ Certificate, or by a supplemental indenture as permitted by Section 2.01 and 2.03 in conformity with the provisions of this the Indenture;; and (ii) that such Securities, when authenticated and delivered by the Trustee and issued by the Issuer Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Issuer; (iii) that all laws and requirements in respect Company entitled to the benefits of the execution Indenture, and delivery enforceable against the Company in accordance with their terms, except to the extent that enforcement thereof may be limited by the Issuer bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws now or hereafter in effect relating to creditor’s rights generally, and general principles of the Securities have been complied with; and equity (iv) covering such other matters as the Trustee may reasonably requestregardless of whether enforceability is considered in a proceeding in equity or at law). The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer Company or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing Holdersliability.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securities of any series executed by the Issuer to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Issuer, signed by any two officers of the Issuer authorized by the Board to execute any such order, without any further action by the Issuer. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities the Trustee shall be entitled to receive, and (subject to Section 5.01) shall be fully protected in relying upon: (a) a certified copy of any resolution or resolutions of the Board authorizing the action taken pursuant to the resolution or resolutions delivered under clause 2.04(b) below; (b) a copy of any resolution or resolutions of the Board relating to such series, in each case certified by the Secretary or an Assistant Secretary of the Issuer; (c) an executed supplemental indenture, if any; (d) an Officers' ’ Certificate setting forth the form and terms of the Securities as required pursuant to Section Sections 2.01 and 2.03, respectively and prepared in accordance with Section 10.05; (e) an Opinion of Counsel, prepared in accordance with Section 10.05, to the effect that, (i) to the effect that the form or forms and terms of such Securities have been established by or pursuant to a resolution of the Board or by a supplemental indenture as permitted by Section Sections 2.01 and 2.03 in conformity with the provisions of this Indenture; (ii) to the effect that such Securities, when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Issuer; (iii) that all Issuer enforceable against the Issuer in accordance with their terms under the laws and requirements in respect of the execution State of New York, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, preference and delivery other similar laws affecting creditors’ rights generally, and by the Issuer general principles of the Securities have been complied withequity (regardless of whether enforcement is sought in equity or at law); and (iviii) covering such other matters as the Trustee may reasonably request. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing Holders.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the The Issuer may deliver Securities of any series executed by the Issuer to the Trustee for authenticationauthentication together with the applicable documents referred to below in this Section 2.4, and the Trustee shall thereupon authenticate and deliver such Securities to to, or upon the written order of the Issuerof, signed by any two officers of the Issuer authorized (contained in the Issuer Order referred to below in this Section 2.4) or pursuant to such procedures acceptable to the Trustee and to such recipients as may be specified from time to time by an Issuer Order. If provided for in such procedures and agreed to by the Board Trustee, such Issuer Order may authorize authentication and delivery pursuant to execute any such orderoral instructions from the Issuer or its duly authorized agent, without any further action by the Issuerwhich instructions shall be promptly confirmed in writing. In authenticating the Securities of such Securities series and accepting the additional responsibilities under this Indenture in relation to such Securities Securities, the Trustee shall be entitled to receivereceive (in the case of subparagraphs (2), (3) and (4) below only at or before the time of the first request of the Issuer to the Trustee to authenticate Securities of such series) and (subject to Section 5.016.1) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (1) an Issuer Order requesting such authentication and setting forth delivery instructions provided that, with respect to Securities of a series subject to a Periodic Offering, (a) a certified copy such Issuer Order may be delivered by the Issuer to the Trustee prior to the delivery to the Trustee of such Securities for authentication and delivery, (b) the Trustee shall authenticate and deliver Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to an Issuer Order, (c) the maturity date or dates, original issue date or dates, interest rate or rates, if any, and any resolution or resolutions other terms of Securities of such series shall be determined by an Issuer Order and (d) after the original issuance of the Board authorizing first Security of such series to be issued, any separate request by the action taken pursuant Issuer that the Trustee authenticate Securities of such series for original issuance will be deemed to be a certification by the Issuer that it is in compliance with all conditions precedent provided for in this Indenture relating to the resolution or resolutions delivered under clause 2.04(b) belowauthentication and delivery of such Securities; (b2) a copy of any resolution or resolutions of the Board relating to such seriesResolution, in each case certified by the Secretary Officers’ Certificate or an Assistant Secretary of the Issuer; (c) an executed supplemental indenture, if any; (d) an Officers' Certificate setting forth indenture referred to in Sections 2.1 and 2.3 by or pursuant to which the form forms and terms of the Securities as required pursuant to Section 2.01 and 2.03, respectively and prepared in accordance with Section 10.05of such series were established; (e3) an Opinion of Counsel, prepared in accordance with Section 10.05, to the effect that (i) Officers’ Certificate stating that the form or forms and terms of such the Securities have been established by pursuant to Sections 2.1 and 2.3 and comply with this Indenture and covering such other matters as the Trustee may reasonably request; and (4) at the option of the Issuer, either an Opinion of Counsel, or a letter from legal counsel addressed to the Trustee permitting it to rely on an Opinion of Counsel, substantially to the effect that: (a) in the case of an underwritten offering, the Securities of such series have been duly authorized, executed and delivered and, in the case of an offering that is not underwritten, certain terms of the Securities of such series have been established pursuant to a resolution of the Board Resolution, an Officers’ Certificate or by a supplemental indenture in accordance with this Indenture, and when such other terms as permitted are to be established pursuant to procedures set forth in an Issuer Order shall have been established, all such terms will have been duly authorized by Section 2.01 the Issuer and 2.03 will have been established in conformity with the provisions of this Indenture; (iib) that when the Securities of such Securitiesseries have been duly authorized, when authenticated executed and delivered by the Trustee Issuer and issued authenticated by the Issuer Trustee in accordance with the manner provisions of this Indenture and subject delivered to any conditions specified in such Opinion of Counseland duly paid for by the purchasers thereof, they will constitute valid and legally binding obligations of the Issuer;, enforceable in accordance with their respective terms, and will be entitled to the benefits of this Indenture; and (iiic) that all laws and requirements in respect of the execution and delivery by the Issuer of, and the performance by the Issuer of its obligations under, the Securities of such series will not conflict with any provision of applicable law or the articles of incorporation or bylaws of the Securities Issuer or any agreement or other instrument to which the Issuer or any of the Guarantors is a party and that is material to the Issuer, Hovnanian and its Subsidiaries, considered as one enterprise, or, to such counsel’s knowledge after the inquiry indicated therein, any judgment, order or decree of any governmental agency or any court having jurisdiction over the Issuer, Hovnanian and any of its Subsidiaries, and no consent, approval or authorization of any governmental body or agency is required for the performance by the Issuer of its obligations under the Securities, except such as are specified and have been complied with; and obtained and such as may be required by the securities or blue sky laws of the various states in connection with the offer and sale of the Securities. In rendering such opinions, such counsel may qualify any opinions as to enforceability by stating that such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, liquidation, moratorium and other similar laws relating to or affecting the rights and remedies of creditors and is subject to general principles of equity (ivregardless of whether such enforceability is considered in a proceeding in equity or at law) covering and an implied covenant of good faith and fair dealing. Such counsel may also state that, insofar as such other matters opinion involves factual matters, such counsel has relied, to the extent such counsel deems proper, upon certificates of officers of the Issuer, Hovnanian and its subsidiaries, as the Trustee may reasonably requestapplicable, and certificates of public officials. The Trustee shall have the right to decline to authenticate and deliver any Securities of any series under this Section 2.4 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, committee or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing HoldersHolders or would adversely affect the Trustee’s own rights, duties or immunities under the Securities, this Indenture or otherwise. If the Issuer shall establish pursuant to Section 2.3 that the Securities of a series are to be issued in the form of one or more Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with this Section 2.4 and the Issuer Order with respect to such series, authenticate and deliver one or more Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series to be issued in the form of Global Securities and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions, and (iv) shall bear a legend substantially to the following effect: Each Depositary designated pursuant to Section 2.3 must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act, and any other applicable statute or regulation. Reference is made to Section 14.15 concerning execution and delivery of the Guarantees.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securities of any series executed by the Issuer to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the together with a written order of the Issuer, signed by any two officers (or, if applicable, sent) in the name of the Issuer authorized by any one of the following officers: chairman of the Board to execute of Directors, chief executive officer, chief financial officer, principal accounting officer, treasurer, president, any vice president, secretary, controller or general counsel of the Issuer (an “Issuer Order”). The Trustee, in accordance with such written order, without any further action by the Issuershall authenticate and deliver such Securities. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities Securities, the Trustee shall be entitled to receive, receive and (subject to Section 5.016.01) shall be fully protected in relying upon: (a) a certified copy of any resolution Resolution or resolutions Resolutions of the Board of Directors authorizing the action taken pursuant to the resolution or resolutions delivered under clause 2.04(b) below; (b) a copy of any resolution Resolution or resolutions Resolutions of the Board of Directors relating to such series, in each case certified by the Secretary secretary or an Assistant Secretary assistant secretary of the Issuer; (c) an executed supplemental indenture, if any; (d) in lieu of a supplemental indenture, an Officers' ’ Certificate setting forth the form and terms of the Securities as required pursuant to Section 2.01 and 2.033.01, respectively respectively, and prepared in accordance with Section 10.0511.05; (e) an Opinion of Counsel, prepared in accordance with Section 10.0511.05, to the effect that (i) that the form or forms and terms of such Securities have been established by or pursuant to a resolution Resolution of the Board of Directors and set forth in an Officers’ Certificate, or by a supplemental indenture as permitted by Section 2.01 and 2.03 3.01 in conformity with the provisions of this Indenture; (ii) that such Securities, when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Issuer;Issuer entitled to the benefits of this Indenture, and enforceable against the Issuer in accordance with their terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws now or hereafter in effect relating to creditor’s rights generally, and general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law); and (iii) that all laws the conditions precedent in this Indenture for the issuance and requirements in respect of the execution and delivery by the Issuer authentication of the Securities have been complied with; and (iv) covering such other matters as the Trustee may reasonably request. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers Officer shall determine that such action would expose the Trustee to personal liability to existing Holdersor otherwise adversely affect its rights or duties hereunder.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securities of any series executed by the Issuer to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Issuer, signed by any two officers of the Issuer authorized by the Board to execute any such order, without any further action by the Issuer. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities the Trustee shall be entitled to receive, and (subject to Section 5.01) shall be fully protected in relying upon: (a) a certified copy of any resolution or resolutions of the Board authorizing the action taken pursuant to the resolution or resolutions delivered under clause 2.04(b) below; (b) a copy of any resolution or resolutions of the Board relating to such series, in each case certified by the Secretary or an Assistant Secretary of the Issuer; (c) an executed supplemental indenture, if any; (d) an Officers' ’ Certificate setting forth the form and terms of the Securities as required pursuant to Section 2.01 and 2.03, respectively and prepared in accordance with Section 10.05; (e) an Opinion of Counsel, prepared in accordance with Section 10.05, to the effect that, (i) to the effect that the form or forms and terms of such Securities have been established by or pursuant to a resolution of the Board or by a supplemental indenture as permitted by Section Sections 2.01 and 2.03 in conformity with the provisions of this Indenture; (ii) to the effect that such Securities, when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Issuer; (iii) that all laws and requirements in respect of the execution and delivery by the Issuer of the Securities have been complied with; and (iviii) covering such other matters as the Trustee may reasonably request. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing Holders.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securities of any series executed by the Issuer to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver make available for delivery such Securities to or upon the written order of the Issuer, signed by any two officers of the Issuer authorized by following: the Board to execute any such orderchief executive officer, chief financial officer, general counsel or chief operating officer of the Issuer, without any further action by the Issuer. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities the Trustee shall be entitled to receive, and (subject to Section 5.01the requirements of the Trust Indenture Act of 1939) shall be fully protected in conclusively relying upon: (a) a certified copy of any resolution or resolutions of the Board authorizing the action taken pursuant to the resolution or resolutions delivered under clause 2.04(b) below; (b1) a copy of any resolution Resolution or resolutions of the Board Resolutions relating to such series, in each case certified by the Secretary or an Assistant Secretary a member of the IssuerBoard; (c2) an executed supplemental indenture, if any, relating thereto; (d3) an Officers' Certificate setting forth the form and terms of the Securities as required pursuant to Section 2.01 Sections 2.1 and 2.032.5, respectively respectively, and prepared in accordance with the requirements of the Trust Indenture Act of 1939 and Section 10.0512.5; (e4) an Opinion of Counsel, prepared in accordance with the requirements of the Trust Indenture Act of 1939 and Section 10.0512.5, to the effect that which shall state that (i) if the form of such Securities has been established by or pursuant to a Resolution as permitted by Section 2.1, that such form or forms, as the case may be, have been established in conformity with the provisions of this Indenture, and that the form or forms and terms of such Securities have been established by or pursuant to a resolution of the Board or by a supplemental indenture Resolution as permitted by Section 2.01 and 2.03 2.5 in conformity with the provisions of this Indenture; Indenture and that the authentication and delivery of such Securities by the Trustee is authorized under the provisions of this Indenture and (ii) that such Securities, when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, Counsel will constitute valid and legally binding obligations of the Issuer; (iii) that all laws and requirements , enforceable in respect of the execution and delivery by the Issuer of the Securities have been complied with; and (iv) covering such other matters accordance with their terms, except as the Trustee enforceability thereof may reasonably requestbe limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and to general principles of equity regardless of whether the issue of enforceability is considered in a proceeding in equity or at law. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or and/or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing HoldersHolders or would adversely affect the Trustee's own rights, duties or immunities under this Indenture or otherwise. The Trustee shall not be required to authenticate Securities denominated in a coin or currency other than that of the United States of America if the Trustee reasonably determines that such Securities impose duties or obligations on the Trustee which the Trustee is not able or reasonably willing to accept; provided that the Trustee, upon the request of the Issuer, will resign as Trustee with respect to Securities of any series as to which such a determination is made, prior to the issuance of such Securities, and will comply with the request of the Issuer to execute and deliver a supplemental indenture appointing a successor Trustee pursuant to Section 7.1. If the Issuer shall establish pursuant to Section 2.5 that the Securities of a series or a tranche are to be issued in the form of one or more Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with this Section and the order of the Issuer with respect to such series, authenticate and deliver one or more Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series or such tranche, as the case may be, issued and not yet canceled, (ii) shall be registered in the name of the Depositary for such Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions and (iv) shall bear such legend, if any, as shall be required by the Depositary. Each Depositary of a Global Security designated pursuant to Section 2.5 must, at the time of its designation and at all times while it serves as Depositary hereunder, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the The Issuer may deliver Securities of any series having attached thereto appropriate Coupons, if any, executed by the Issuer to the Trustee for authenticationauthentication together with the ap- plicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the IssuerIssuer (contained in the Issuer Order referred to below in this Section) or pursuant to such procedures acceptable to the Trustee and to such recipients as may be specified from time to time by an Issuer Order. The maturity date, signed by original issue date, interest rate and any two officers other terms of the Securities of such series and Coupons, if any, appertaining thereto shall be determined by or pursuant to such Issuer Order and procedures. If provided for in such pro- cedures, such Issuer Order may authorize authentication and delivery pursuant to oral instructions from the Issuer or its duly authorized by the Board to execute any such orderagent, without any further action by the Issuerwhich in- structions shall be promptly confirmed in writing. In authenticating such Securities Se- curities and accepting the additional responsibilities under this Indenture in relation to such Securities, the 13 (1) an Issuer Order requesting such authentication and setting forth deliv- ery instructions if the Securities and Coupons, if any, are not to be deliv- ered to the Issuer, provided that, with respect to Securities of a series subject to a Periodic Offering, (a) such Issuer Order may be delivered by the Issuer to the Trustee prior to the delivery to the Trustee of such Secu- rities for authentication and delivery, (b) the Trustee shall be entitled authenticate and deliver Securities of such series for original issue from time to receivetime, and (subject to Section 5.01) shall be fully protected in relying upon: (a) a certified copy of any resolution or resolutions of an aggregate principal amount not exceeding the Board authorizing the action taken pursuant to the resolution or resolutions delivered under clause 2.04(b) below; (b) a copy of any resolution or resolutions of the Board relating to aggregate principal amount established for such series, in each case certified pursuant to an Issuer Order or pursuant to procedures acceptable to the Trustee as may be specified from time to time by the Secretary or an Assistant Secretary of the Issuer; Issuer Order, (c) the maturity date or dates, original issue date or dates, interest rate or rates and any other terms of Securities of such series shall be determined by an Issuer Order or pursuant to such procedures and (d) if provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuer or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing; (2) any Board Resolution, Officer's Certificate and/or executed supplemental indenturesupplemen- tal indenture referred to in Sections 2.1 and 2.3 by or pursuant to which the forms and terms of the Securities and Coupons, if any; , were established; (d3) an Officers' Officer's Certificate setting forth the form or forms and terms of the Securities as required pursuant to Section 2.01 and 2.03Coupons, respectively and prepared in accordance with Section 10.05; (e) an Opinion of Counselif any, prepared in accordance with Section 10.05, to the effect that (i) stating that the form or forms and terms of such the Securities and Coupons, if any, have been established by or pursuant to a resolution of the Board or by a supplemental indenture as permitted by Section 2.01 Sections 2.1 and 2.03 in conformity 2.3 and comply with the provisions of this Indenture; (ii) that such Securities, when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Issuer; (iii) that all laws and requirements in respect of the execution and delivery by the Issuer of the Securities have been complied with; and (iv) covering such other matters as the Trustee may reasonably request. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing Holders.; and

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the The Issuer may deliver Securities of any series having attached thereto appropriate Coupons, if any, executed by the Issuer to the Trustee for authenticationauthentication together with the applicable documents referred to below in this Section 2.4, and the Trustee shall thereupon authenticate and deliver such Securities and Coupons, if any, to or upon the written order of the IssuerIssuer (contained in the Issuer Order referred to below in this Section) or pursuant to such procedures reasonably acceptable to the Trustee and to such recipients as may be specified from time to time by an Issuer Order. The maturity date, signed by original issue date, interest rate and any two officers other terms of the Securities of such series and Coupons, if any, appertaining thereto shall be determined by or pursuant to such Issuer Order and procedures. If provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to electronic instructions from the Issuer or its duly authorized by the Board to execute any such order, without any further action by the Issueragent or agents. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities Securities, the Trustee shall be entitled to receivereceive (in the case of subparagraphs (2), (3) and (4) below only at or before the time of the first request of the Issuer to the Trustee to authenticate Securities of such series) and (subject to Section 5.016.1) shall be fully protected in conclusively relying upon, the following enumerated documents unless and until such documents have been superseded or revoked: (1) an Issuer Order requesting such authentication and setting forth delivery instructions if the Securities and Coupons, if any, are not to be delivered to the Issuer, provided that, with respect to Securities of a series subject to a Periodic Offering, (a) a certified copy such Issuer Order may be delivered by the Issuer to the Trustee prior to the delivery to the Trustee of any resolution or resolutions such Securities for authentication and delivery, (b) the Trustee shall authenticate and deliver Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the Board authorizing the action taken aggregate principal amount established for such series, pursuant to an Issuer Order or pursuant to procedures acceptable to the resolution Trustee as may be specified from time to time by an Issuer Order, (c) the maturity date or resolutions delivered under clause 2.04(bdates, original issue date or dates, interest rate or rates and any other terms of Securities of such series shall be determined by an Issuer Order or pursuant to such procedures and (d) belowif provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to electronic instructions from the Issuer or its duly authorized agent or agents; (b2) a copy of any resolution or resolutions of the Board relating to such seriesResolution, in each case certified by the Secretary or an Assistant Secretary of the Issuer; (c) an Officer’s Certificate and/or executed supplemental indenture, if any; (d) an Officers' Certificate setting forth indenture referred to in Section 2.1 and 2.3 by or pursuant to which the form forms and terms of the Securities as required pursuant to Section 2.01 and 2.03Coupons, respectively and prepared in accordance with Section 10.05if any, were established; (e3) an Opinion Officer’s Certificate stating that all conditions precedent to the issuance, authorization, authentication and delivery of the Securities have been complied with; and (4) at the option of the Issuer, either one or more Opinions of Counsel, prepared in accordance with Section 10.05or a letter addressed to the Trustee permitting it to rely on one or more Opinions of Counsel, substantially to the effect that: (i) that the form or forms and terms of such Securities have been established by or pursuant to a resolution of the Board or by a supplemental indenture as permitted by Section 2.01 and 2.03 in conformity with the provisions of this Indenture; (iia) that such Securities, when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Issuer, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles; (iiib) that all laws and requirements in respect of the execution and delivery by the Issuer of such Securities does not conflict with United States or New York law; and (c) all conditions precedent to the issuance, authorization, authentication and delivery of the Securities have been complied with; and . Any counsel may state that such opinions are limited to matters arising under the laws of the State of New York and the General Corporation Law of the State of Delaware. Such counsel may rely upon opinions of other counsel (ivcopies of which shall be delivered to the Trustee) covering reasonably satisfactory to the Trustee, in which case the opinion shall state that such other matters as counsel believes he and the Trustee are entitled so to rely. Such counsel may reasonably requestalso state that, insofar as such opinion involves factual matters, he has relied, to the extent he deems proper, upon certificates of officers of the Issuer and its subsidiaries and certificates of public officials. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, committee or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing HoldersHolders or would affect the Trustee’s own rights, duties or immunities under the Securities, this Indenture or otherwise. If the Issuer shall establish pursuant to Section 2.3 that the Securities of a series are to be issued in the form of one or more Registered Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with this Section and the Issuer Order with respect to such series, authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series issued and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or delivered or held pursuant to such Issuer’s instructions and (iv) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.” Each Depositary designated pursuant to Section 2.3 must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securities of any series executed by the Issuer to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Issuer, signed by both (a) the Chairman of its Board of Directors, or any two officers vice chairman of the Issuer authorized its Board of Directors, or its president or any vice president and (b) by the Board to execute its treasurer or any such orderassistant treasurer, without any further action by the Issuer. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities the Trustee shall be entitled to receive, and (subject to Section 5.01) shall be fully protected in relying upon: (a) a certified copy of any resolution or resolutions of the Board of Directors authorizing the action taken pursuant to the resolution or resolutions delivered under clause 2.04(b) below; (b) a copy of any resolution or resolutions of the Board of Directors relating to such series, in each case certified by the Secretary or an Assistant Secretary of the Issuer; (c) an executed supplemental indenture, if any, and the documentation required to be delivered pursuant to Section 7.04; (d) an Officers' Certificate setting forth the form and terms of the Securities as required pursuant to Section 2.01 and 2.03, respectively and prepared in accordance with Section 10.05; (e) an Opinion of Counsel, prepared in accordance with Section 10.05, to the effect that (i) that the form or forms and terms of such Securities have been established by or pursuant to a resolution of the Board of Directors or by a supplemental indenture as permitted by Section 2.01 and 2.03 in conformity with the provisions of this Indenture; (ii) that such Securities, when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and binding obligations of the IssuerIssuer enforceable against the Issuer in accordance with their terms; (iii) that all laws and requirements in respect of the execution and delivery by the Issuer of the Securities have been complied with; and (iv) covering such other matters as the Trustee may reasonably request. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing Holdersliability.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the The Issuer may deliver Securities of any series having attached thereto appropriate Coupons, if any, executed by the Issuer to the Trustee for authenticationauthentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the IssuerIssuer (contained in the Issuer Order referred to below in this Section) or pursuant to such procedures acceptable to the Trustee and to such recipients as may be specified from time to time by an Issuer Order. The maturity date, signed by original issue date, interest rate and any two officers other terms of the Securities of such series and Coupons, if any, appertaining thereto shall be determined by or pursuant to such Issuer Order and procedures. If provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral instructions from the Issuer or its duly authorized by the Board to execute any such orderagent, without any further action by the Issuerwhich instructions shall be promptly confirmed in writing. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities Securities, the Trustee shall be entitled to receivereceive (in the case of subparagraphs 2, 3 and 4 below only at or before the time of the first request of the Issuer to the Trustee to authenticate Securities of such series) and (subject to Section 5.016.1) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (1) an Issuer Order requesting such authentication and setting forth delivery instructions if the Securities and Coupons, if any, are not to be delivered to the Issuer, provided that, with respect to Securities of a series subject to a Periodic Offering, (a) a certified copy such Issuer Order may be delivered by the Issuer to the Trustee prior to the delivery to the Trustee of any resolution or resolutions such Securities for authentication and delivery, (b) the Trustee shall authenticate and deliver Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the Board authorizing the action taken aggregate principal amount established for such series, pursuant to an Issuer Order or pursuant to procedures acceptable to the resolution Trustee as may be specified from time to time by an Issuer Order, (c) the maturity date or resolutions delivered under clause 2.04(bdates, original issue date or dates, interest rate or rates and any other terms of Securities of such series shall be determined by an Issuer Order or pursuant to such procedures and (d) belowif provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuer or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing; (b2) a copy of any resolution Board Resolution, Officer's Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 2.3 by or resolutions pursuant to which the forms and terms of the Board relating to such seriesSecurities and Coupons, in each case certified by the Secretary or an Assistant Secretary of the Issuerif any, were established; (c3) an executed supplemental indenture, if any; (d) an Officers' Officer's Certificate setting forth the form or forms and terms of the Securities as required pursuant to Section 2.01 and 2.03Coupons, respectively and prepared in accordance with Section 10.05; (e) an Opinion of Counselif any, prepared in accordance with Section 10.05, to the effect that (i) stating that the form or forms and terms of such the Securities and Coupons, if any, have been established by or pursuant to a resolution Sections 2.1 and 2.3 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and (4) At the option of the Board Issuer, either Opinions of Counsel, or by a supplemental indenture as permitted by Section 2.01 letters addressed to the Trustee permitting it to rely on Opinions of Counsel, substantially to the effect that: (a) the forms of the Securities and 2.03 Coupons, if any, have been duly authorized and established in conformity with the provisions of this Indenture; (iib) in the case of an underwritten offering, the terms of the Securities have been duly authorized and established in conformity with the provisions of this Indenture, and, in the case of an offering that is not underwritten, certain terms of the Securities have been established pursuant to a Board Resolution, an Officer's Certificate or a supplemental indenture in accordance with this Indenture, and when such Securitiesother terms as are to be established pursuant to procedures set forth in an Issuer Order shall have been established, all such terms will have been duly authorized by the Issuer and will have been established in conformity with the provisions of this Indenture; (c) when the Securities and Coupons, if any, have been executed by the Issuer and authenticated and delivered by the Trustee in accordance with the provisions of this Indenture and issued delivered to and duly paid for by the Issuer in the manner purchasers thereof, they will have been duly issued under this Indenture and subject to any conditions specified in such Opinion of Counsel, will constitute be valid and legally binding obligations of the Issuer;, enforceable in accordance with their respective terms, and will be entitled to the benefits of this Indenture; and (iiid) that all laws and requirements in respect of the execution and delivery by the Issuer of, and the performance by the Issuer of its obligations under, the Securities and Coupons, if any, will not contravene any provision of applicable law or the articles of incorporation or regulations of the Issuer or any agreement or other instrument binding upon the Issuer or any of its Subsidiaries that is material to the Issuer and its Subsidiaries, considered as one enterprise, or, to the best of such counsel's knowledge, any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Issuer or any Subsidiary, and no consent, approval or authorization of any governmental body or agency is required for the performance by the Issuer of its obligations under the Securities and Coupons, if any, except such as are specified and have been obtained and such as may be required by the securities or blue sky laws of the various states in connection with the offer and sale of the Securities have been complied with; and and Coupons, if any. In rendering such opinions, such counsel may qualify any opinions as to enforceability by stating that such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting the rights and remedies of creditors and is subject to general principles of equity (ivregardless of whether such enforceability is considered in a proceeding in equity or at law). Such counsel may rely, as to all matters governed by the laws of jurisdictions other than the State of New York and the State of Ohio and the Federal law of the United States, upon the opinions of other counsel (copies of which shall be furnished to, and which counsel shall be reasonably satisfactory to, the Trustee) covering in which case the opinion shall state that such other matters as counsel believes he and the Trustee are entitled so to rely. Such counsel may reasonably request. The Trustee shall have also state that, insofar as such opinion involves factual matters, he has relied, to the right to decline to authenticate and deliver any Securities under this Section if the Trusteeextent he deems proper, being advised by counsel, determines that such action may not lawfully be taken by upon certificates of officers of the Issuer or if the Trustee in good faith by and its board Subsidiaries and certificates of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing Holderspublic officials.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the The Issuer may deliver Securities of any series executed by the Issuer to the Trustee for authenticationauthentication together with the applicable documents referred to below in this Section 2.4, and the Trustee shall thereupon authenticate and deliver such Securities to to, or upon the written order of, the Issuer (contained in the Issuer Order referred to below in this Section 2.4) or pursuant to such procedures acceptable to the Trustee and to such recipients as may be specified from time to time by an Issuer Order. The maturity date, original issue date, interest rate, if any, and any other terms of the IssuerSecurities of such series shall be determined by or pursuant to such Issuer Order and procedures. If provided for in such procedures and agreed to by the Trustee, signed by any two officers of such Issuer Order may authorize authentication and delivery pursuant to oral instructions from the Issuer or its duly authorized by the Board to execute any such orderagent, without any further action by the Issuerwhich instructions shall be promptly confirmed in writing. In authenticating the Securities of such Securities series and accepting the additional responsibilities under this Indenture in relation to such Securities Securities, the Trustee shall be entitled to receivereceive (in the case of subparagraphs (2), (3) and (4) below only at or before the time of the first request of the Issuer to the Trustee to authenticate Securities of such series) and (subject to Section 5.016.1) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (1) an Issuer Order requesting such authentication and setting forth delivery instructions if the Securities of such series are not to be delivered to the Issuer, provided that, with respect to Securities of a series subject to a Periodic Offering, (a) a certified copy such Issuer Order may be delivered by the Issuer to the Trustee prior to the delivery to the Trustee of such Securities for authentication and delivery, (b) the Trustee shall authenticate and deliver Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to an Issuer Order or pursuant to procedures acceptable to the Trustee as may be specified from time to time by an Issuer Order, (c) the maturity date or dates, original issue date or dates, interest rate or rates, if any, and any resolution other terms of Securities of such series shall be determined by an Issuer Order or resolutions pursuant to such procedures, (d) if provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuer or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing and (e) after the original issuance of the Board authorizing first Security of such series to be issued, any separate request by the action taken pursuant Issuer that the Trustee authenticate Securities of such series for original issuance will be deemed to be a certification by the Issuer that it is in compliance with all conditions precedent provided for in this Indenture relating to the resolution or resolutions delivered under clause 2.04(b) belowauthentication and delivery of such Securities; (b2) a copy of any resolution the Board Resolution, Officers' Certificate or resolutions executed supplemental indenture referred to in Sections 2.1 and 2.3 by or pursuant to which the forms and terms of the Board relating to Securities of such series, in each case certified by the Secretary or an Assistant Secretary of the Issuerseries were established; (c) an executed supplemental indenture, if any; (d3) an Officers' Certificate setting forth the form or forms and terms of the Securities as required pursuant to Section 2.01 and 2.03Securities, respectively and prepared in accordance with Section 10.05; (e) an Opinion of Counsel, prepared in accordance with Section 10.05, to the effect that (i) stating that the form or forms and terms of such the Securities have been established by or pursuant to a resolution Sections 2.1 and 2.3 and comply with this Indenture and covering such other matters as the Trustee may reasonably request; and (4) at the option of the Board Issuer, either an Opinion of Counsel, or by a supplemental indenture as permitted by Section 2.01 letter from legal counsel addressed to the Trustee permitting it to rely on an Opinion of Counsel, substantially to the effect that: (a) the form or forms of the Securities of such series have been duly authorized and 2.03 established in conformity with the provisions of this Indenture; (iib) in the case of an underwritten offering, the terms of the Securities of such series have been duly authorized and established in conformity with the provisions of this Indenture, and, in the case of an offering that is not underwritten, certain terms of the Securities of such Securitiesseries have been established pursuant to a Board Resolution, an Officers' Certificate or a supplemental indenture in accordance with this Indenture, and when such other terms as are to be established pursuant to procedures set forth in an Issuer Order shall have been established, all such terms will have been duly authorized by the Issuer and will have been established in conformity with the provisions of this Indenture; (c) when the Securities of such series have been executed by the Issuer and authenticated and delivered by the Trustee in accordance with the provisions of this Indenture and issued delivered to and duly paid for by the Issuer in the manner purchasers thereof, they will have been duly issued under this Indenture and subject to any conditions specified in such Opinion of Counsel, will constitute be valid and legally binding obligations of the Issuer;, enforceable in accordance with their respective terms, and will be entitled to the benefits of this Indenture; and (iiid) that all laws and requirements in respect of the execution and delivery by the Issuer of, and the performance by the Issuer of its obligations under, the Securities of such series will not contravene any provision of applicable law or the articles of incorporation or bylaws of the Issuer or any agreement or other instrument binding upon the Issuer or any of its Subsidiaries that is material to the Issuer and its Subsidiaries, considered as one enterprise, or, to such counsel's knowledge after the inquiry indicated therein, any judgment, order or decree of any governmental agency or any court having jurisdiction over the Issuer or any Subsidiary, and no consent, approval or authorization of any governmental body or agency is required for the performance by the Issuer of its obligations under the Securities, except such as are specified and have been obtained and such as may be required by the securities or blue sky laws of the various states in connection with the offer and sale of the Securities. In addition, if the authentication and delivery relates to a new series of Securities created by an indenture supplemental hereto, such Opinion of Counsel shall also state that all laws and requirements with respect to the form and execution by the Issuer of the supplemental indenture with respect to the series of Securities have been complied with; and , the Issuer has corporate power to execute and deliver any such supplemental indenture and has taken all necessary corporate action for those purposes and any such supplemental indenture has been executed and delivered and constitutes the legal, valid and binding obligation of the Issuer enforceable in accordance with its terms (iv) covering subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors' rights generally from time to time in effect and to general equitable principles whether applied in an action at law or in equity). In rendering such opinions, such counsel may qualify any opinions as to enforceability by stating that such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting the rights and remedies of creditors and is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Such counsel may rely, as to all matters as governed by the laws of jurisdictions other than the State of Delaware and the federal law of the United States, upon opinions of other counsel (copies of which shall be delivered to the Trustee), who shall be counsel reasonably satisfactory to the Trustee, in which case the opinion shall state that such counsel believes that both such counsel and the Trustee are entitled so to rely. Such counsel may reasonably requestalso state that, insofar as such opinion involves factual matters, such counsel has relied, to the extent such counsel deems proper, upon certificates of officers of the Issuer and its Subsidiaries and certificates of public officials. The Trustee shall have the right to decline to authenticate and deliver any Securities of any series under this Section 2.4 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, committee or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing HoldersHolders or would adversely affect the Trustee's own rights, duties or immunities under the Securities, this Indenture or otherwise. If the Issuer shall establish pursuant to Section 2.3 that the Securities of a series are to be issued in the form of one or more Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with this Section 2.4 and the Issuer Order with respect to such series, authenticate and deliver one or more Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series to be issued in the form of Global Securities and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions, and (iv) shall bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary." Each Depositary designated pursuant to Section 2.3 must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and any other applicable statute or regulation.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the Issuer IRSA may deliver one or more Securities of any series executed by the Issuer IRSA to the Trustee for authenticationauthentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon thereafter authenticate and deliver such Securities to or upon the written order of IRSA (contained in the Issuer, signed Company Order referred to below in this Section 2.4) or pursuant to such procedures as may be specified from time to time by any two officers a Company Order. Such Company Order may be transmitted via facsimile (with the original to be delivered by mail) and may provide written instructions or provide for further instructions from IRSA as to the form and terms of the Issuer authorized by the Board to execute any such order, without any further action by the IssuerSecurities. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities Securities, the Trustee shall be entitled to receive, receive and (subject to Section 5.01) shall be fully protected in relying upon: (a1) a certified copy Company Order requesting such authentication setting forth instructions as to delivery (if the Securities are not to be delivered to IRSA) and completion of any resolution terms not set forth in such Securities as executed by IRSA or setting forth procedures as to such completion and delivery (a “Company Order”); (2) any resolutions of the Board authorizing the action taken of Directors and a Company Order, or, if applicable, an executed supplemental indenture referred to in Sections 2.1 and 2.3 by or pursuant to which the resolution or resolutions delivered under clause 2.04(b) belowforms and terms of such Securities were established; (b3) a copy of any resolution or resolutions of to the Board relating to such series, in each case certified by extent the Secretary or an Assistant Secretary of the Issuer; (c) an executed supplemental indenture, if any; (d) an Officers' Certificate setting forth the form forms and terms of the such Securities as required are determined pursuant to Section 2.01 (and 2.03are not set forth in) resolutions or supplemental indentures pursuant to Sections 2.1 and 2.3, respectively and an Officers’ Certificate, prepared in accordance with Section 10.05;12.6, either setting forth the form or forms and terms of the Securities; and (e4) an Opinion of Counsel, prepared in accordance with Section 10.0512.6, to the effect that which shall also state (ia) that the form or forms and terms of such Securities have been or will, when established by or pursuant to a resolution of the Board or by a supplemental indenture as permitted by Section 2.01 and 2.03 in compliance with procedures therein described, be duly authorized in conformity with the provisions of this Indenture; ; (iib) that such Securities, when authenticated and delivered by the Trustee and issued by the Issuer IRSA in the manner and subject to any conditions specified in such Opinion of Counsel, will have been duly executed and delivered and will constitute valid and binding obligations of the Issuer; IRSA, enforceable against IRSA in accordance with and subject to such matters as counsel may therein specify; and (iiic) that all laws and requirements in respect of the execution and delivery by the Issuer of the Securities have been complied with; and (iv) covering such other matters as the Trustee may reasonably request. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, (x) being advised by counsel, and after having consulted with counsel to IRSA, determines that such action may not lawfully be taken by the Issuer or if the Trustee taken, (y) acting in good faith by through its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing HoldersHolders or (z) determines that such action will affect its rights, duties, obligations or immunities hereunder in a manner not reasonably acceptable to it.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the Issuer The Company may deliver Securities of any series executed by the Issuer Company to the Trustee for authenticationauthentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the IssuerCompany (contained in the Company Order referred to below in this Section) or pursuant to such procedures acceptable to the Trustee and to such recipients as may be specified from time to time by a Company Order. The maturity date, signed by original issue date, interest rate and any two officers other terms of the Issuer Securities of such series shall be determined by or pursuant to such Company Order and procedures. If provided for in such procedures, such Company Order may authorize authentication and delivery pursuant to oral instructions from the Company or its duly authorized by the Board to execute any such orderagent, without any further action by the Issuerwhich instructions shall be promptly confirmed in writing. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities Securities, the Trustee shall be entitled to receive, and (subject to Section 5.016.01) shall be fully protected in relying upon: (a) a certified copy of any resolution or resolutions of Company Order requesting such authentication and setting forth delivery instructions if the Board authorizing the action taken pursuant Securities are not to be delivered to the resolution or resolutions delivered under clause 2.04(b) belowCompany; (b) a copy of any resolution Board Resolution, Officer’s Certificate and/or executed supplemental indenture referred to in Sections 2.01 and 2.04 by or resolutions pursuant to which the forms and terms of the Board relating to such series, in each case certified by the Secretary or an Assistant Secretary of the IssuerSecurities were established; (c) an executed supplemental indentureOfficer’s Certificate setting forth the form or forms and terms of the Securities stating that the form or forms and terms of the Securities have been established pursuant to Sections 2.01 and 2.04 and comply with this Indenture, if any;and covering such other matters as the Trustee may reasonably request; and (d) an Officers' Certificate setting forth the form and terms of the Securities as required pursuant to Section 2.01 and 2.03, respectively and prepared in accordance with Section 10.05; (e) an Opinion of Counsel, prepared in accordance with Section 10.05, Counsel to the effect that: (i) that the form or forms and terms of such Securities have been established by or pursuant to a resolution of the Board or by a supplemental indenture as permitted by Section Sections 2.01 and 2.03 in conformity 2.04 and comply with this Indenture, (ii) the authentication and delivery of such Securities by the Trustee are authorized under the provisions of this Indenture;, (iiiii) that such Securities, Securities when authenticated and delivered by the Trustee and issued by the Issuer Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Issuer;Company, and (iiiiv) that all laws and requirements in respect of the execution and delivery by the Issuer Company of the Securities have been complied with; and (iv) , and covering such other matters as the Trustee may reasonably request. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer Company or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing HoldersHolders or would affect the Trustee’s own rights, duties or immunities under the Securities, this Indenture or otherwise. The Company shall execute and the Trustee shall, in accordance with this Section with respect to the Securities of a series, authenticate and deliver one or more Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series issued and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions and (iv) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.” Each Depositary designated pursuant to this Section must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the Issuer Company may deliver Securities of any series Series executed by the Issuer Company to the Trustee for authentication, together with an Officers’ Certificate for the authentication and delivery of such Securities, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Issuer, signed by any two officers of the Issuer authorized by the Board to execute any in accordance with such order, without any further action by the IssuerOfficers’ Certificate. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities Securities, the Trustee shall be entitled to receive, receive and (subject to Section 5.01) shall be fully protected in relying upon: (a1) a certified copy of any resolution or resolutions of the Board Resolution(s) authorizing the action taken pursuant to the resolution clause (2) or resolutions delivered under clause 2.04(b(3) below; (b2) a copy of any resolution or resolutions of the Board relating to such series, in each case certified by the Secretary or an Assistant Secretary of the Issuer; (c) an executed supplemental indenture, if any; (d) an Officers' Certificate setting forth the form and terms of the Securities as required pursuant to Section 2.01 and 2.03, respectively and prepared in accordance with Section 10.05; (e) an Opinion of Counsel, prepared in accordance with Section 10.05, to the effect that (i) that the form or forms and terms of such Securities have been established by or pursuant to a resolution supplement to this Indenture, an executed supplemental indenture, setting forth the form and terms of the Securities of such Series as required pursuant to Sections 2.1 and 2.3, respectively, and prepared in accordance with Section 8.1; (3) if the form and terms of such Securities have been established by or pursuant to a Board Resolution but not a supplement to this Indenture, an Officers’ Certificate setting forth the form and terms of the Securities of such Series as required pursuant to Sections 2.1 and 2.3, respectively, and prepared in accordance with Section 11.5; (4) if the form and terms of such Securities have been established by or pursuant to a supplement to this Indenture, an Officers’ Certificate prepared in accordance with Section 8.4 and Section 11.5; (5) an Opinion of Counsel, prepared in accordance with Section 11.5 (and Section 8.4, to the extent applicable), to the effect that: (a) the form or forms of such Securities have been established by or pursuant to a Board Resolution or by a supplemental indenture as permitted by Section 2.01 and 2.03 2.1 in conformity with the provisions of this Indenture; (iib) that to the extent applicable, the terms of such SecuritiesSecurities have been established by or pursuant to a Board Resolution and set forth in an Officers’ Certificate as permitted by Section 2.3 in conformity with the provisions of this Indenture; (c) such Securities have been duly authorized by the Company, and, when authenticated and delivered by the Trustee and issued by the Issuer Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the IssuerCompany enforceable in accordance with their terms (subject, as to enforceability, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity); (iiid) the registration statement, if any, relating to the Securities of such Series and any amendments thereto has become effective under the Securities Act and to the knowledge of such counsel, no stop order suspending the effectiveness of such registration statement has been issued and no proceedings for that purpose have been instituted or threatened by the U.S. Securities and Exchange Commission; (e) all laws and requirements conditions precedent provided for in respect of this Indenture to the execution authentication and delivery by the Issuer of the Securities of such Series by the Trustee have been complied with; and (ivf) covering this Indenture has been qualified under the Trust Indenture Act or that it is not necessary to qualify the Indenture under the Trust Indenture Act. If all the Securities of any Series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel at the time of issuance of each Security, but such other matters as opinion shall be delivered at or before the time of issuance of the first Security of such Series. After any such first delivery, an Officers’ Certificate directing the Trustee may reasonably requestauthenticate and deliver Securities of such Series for original issue will be deemed to be a certification by the Company that all conditions precedent provided for in this Indenture relating to authentication and delivery of such Securities continue to have been complied with. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer Company or if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, immunities or indemnities under this Indenture in a manner not acceptable to the Trustee. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in good faith Section 2.10, together with an Officers’ Certificate (which need not comply with Section 11.5 and need not be accompanied by its board an Opinion of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine Counsel) stating that such action would expose Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Company to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Responsible Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to personal liability to existing Holdersauthentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights under this Indenture as any Agent.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the (1) The Issuer may deliver Securities of any series having attached thereto appropriate Coupons, if any, executed by the Issuer to the Trustee for authenticationauthentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the IssuerIssuer (contained in the Order referred to below in this Section) or pursuant to such procedures acceptable to the Trustee and to such recipients as may be specified from time to time by an Order. The maturity date, signed by original issue date, interest rate and any two officers other terms of the Issuer authorized Securities of such series and Coupons, if any, appertaining thereto shall be determined by the Board or pursuant to execute any such order, without any further action by the IssuerOrder and procedures. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities Securities, the Trustee shall be entitled to receive, given and (subject to Section 5.016.1) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) an Order requesting such authentication and setting forth delivery instructions if the Securities and Coupons, if any, are not to be delivered to the Issuer, provided that, with respect to Securities of a certified copy series subject to a Periodic Offering, (i) such Order may be delivered by the Issuer to the Trustee prior to the delivery to the Trustee of any resolution or resolutions such Securities for authentication and delivery, (ii) the Trustee shall authenticate and deliver Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the Board authorizing the action taken aggregate principal amount established for such series, pursuant to an Order or pursuant to procedures acceptable to the resolution Trustee as may be specified from time to time by an Order and (iii) the maturity date or resolutions delivered under clause 2.04(b) belowdates, original issue date or dates, interest rate or rates and any other terms of Securities of such series shall be determined by an Order or pursuant to such procedures; (b) a copy of any resolution Board Resolution, Officer’s Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 2.3 by or resolutions pursuant to which the forms and terms of the Board relating to such seriesSecurities and Coupons, in each case certified by the Secretary or an Assistant Secretary of the Issuerif any, were established; (c) an executed supplemental indenture, if any; (d) an Officers' Officer’s Certificate setting forth the form or forms and terms of the Securities as required pursuant to Section 2.01 and 2.03Coupons, respectively and prepared in accordance with Section 10.05; (e) an Opinion of Counselif any, prepared in accordance with Section 10.05, to the effect that (i) stating that the form or forms and terms of such the Securities and Coupons, if any, have been established by or pursuant to a resolution of Sections 2.1 and 2.3 and stating that the Board or by a supplemental indenture as permitted by Section 2.01 and 2.03 in conformity with the provisions of this Indenture; (ii) that such Securitiesconditions precedent, when authenticated and delivered by the Trustee and issued by the Issuer if any, provided for in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Issuer; (iii) that all laws and requirements in respect of the execution and delivery by the Issuer of the Securities Indenture have been complied with; and (ivd) covering such other matters as an Opinion of Counsel stating that the Trustee may reasonably request. conditions precedent, if any, provided for in the Indenture have been complied with. (2) The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing HoldersHolders or would affect the Trustee’s own rights, duties or immunities under the Securities, this Indenture or otherwise. (3) If the Issuer shall establish pursuant to Section 2.3 that the Securities of a series are to be issued in whole or in part in global form, then the Issuer shall execute and the Trustee shall, in accordance with this Section and the Order with respect to such series, authenticate and deliver one or more Securities in global form that (a) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series issued and not yet canceled, (b) if such Securities are Registered Securities, shall be registered in the name of the Depositary for such Security or Securities in global form or the nominee of such Depositary, (c) if such Securities are Registered Securities, shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions and (d) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.” The Trustee shall have no responsibility for any action taken or not taken by the Depositary. (4) Each Depositary designated pursuant to Section 2.3 must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation.

Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securities of any series executed by the Issuer to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Issuer, such order to be signed by both (a) the chairman of its Board of Directors, or any two officers vice chairman of the Issuer authorized its Board of Directors, or its president or any vice president and (b) by the Board to execute its treasurer or any such orderassistant treasurer, without any further action by the Issuer. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities the Trustee shall be entitled to receive, and (subject to Section 5.01) shall be fully protected in relying upon: (a) a certified copy of any resolution or resolutions of the Board of Directors authorizing the action taken pursuant to the resolution or resolutions delivered under clause Section 2.04(b) below; (b) a copy of any resolution or resolutions of the Board of Directors relating to such series, in each case certified by the Secretary secretary or an Assistant Secretary assistant secretary of the Issuer; (c) an executed supplemental indenture, if any, and the documentation required to be delivered pursuant to Section 7.04; (d) an Officers' Certificate setting forth the form and terms of the Securities as required pursuant to Section 2.01 and 2.03, respectively and prepared in accordance with Section 10.05; (e) an Opinion of Counsel, prepared in accordance with Section 10.05, to the effect thateffect (i) that the form or forms and terms of such Securities have been established by or pursuant to a resolution of the Board of Directors or by a supplemental indenture as permitted by Section 2.01 and 2.03 in conformity with the provisions of this Indenture;; and (ii) that such Securities, when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and binding obligations of the Issuer; (iii) that all laws and requirements in respect of the execution and delivery by Issuer enforceable against the Issuer of the Securities have been complied with; and (iv) covering such other matters as the Trustee may reasonably requestin accordance with their terms. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability liability. If the Issuer shall establish pursuant to existing HoldersSection 2.03 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Issuer shall execute (in accordance with Section 2.05) and the Trustee shall authenticate and make available for delivery one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series issued in such form and not yet canceled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary's instructions and (iv) shall bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary."