Common use of Authentication, Delivery and Dating Clause in Contracts

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman of the Board, its President or one of its Vice Presidents, under its corporate seal reproduced thereon, and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining thereto, executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities; PROVIDED, HOWEVER, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. 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 TIA Section 315(a) through 315(d)) shall be fully protected in relying upon,

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman of the BoardChairman, its President or one of its Vice Presidents, under its corporate seal reproduced thereon, and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining thereto, executed by the Company Company, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities; PROVIDED, HOWEVER, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 A-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceledcancelled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formularate, maturity date, date of issuance and date from which interest shall accrue. 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 TIA Section 315(a) through 315(d)) shall be fully protected in relying upon,

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by one of its Chairman of the Board, its President President, its Chief Executive Officer, its Chief Financial Officer or one of its Vice Presidents, Presidents under its corporate seal reproduced thereon, and thereon attested by its Secretary or one of its Assistant Secretaries. The signature signatures of any of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or couponsSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining thereto, executed by the Company to the Trustee (with or without Guarantees endorsed thereon) for authentication, together with a Company Order for the authentication and delivery of such Securities, ; and the Trustee in accordance with the such Company Order shall authenticate and deliver make available for delivery such Securities; PROVIDED, HOWEVER, that, Securities as provided in connection with its original issuance, no Bearer this Indenture and not otherwise. Each Security shall be mailed dated the date of its authentication. No Security or otherwise delivered Guarantee endorsed thereon shall be entitled to any location in the United States; and PROVIDED FURTHER that, benefit under this Indenture or be valid or obligatory for any purpose unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer there appears on such Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, of authentication substantially in the form set forth provided for herein duly executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. In case the Company or any Guarantor, pursuant to Article Eight, shall, in Exhibit B-1 a single transaction or through a series of related transactions, be consolidated or merged with or into any other Person or shall sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to this Indenture any Person, and the successor Person resulting from such consolidation or surviving such merger, or into which the Company or such Guarantor shall have been merged, or the successor Person which shall have participated in the sale, assignment, conveyance, transfer, lease or other certificate disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Request of the successor Person, shall authenticate and deliver Securities as specified with respect to in such request for the purpose of such exchange. If Securities shall at any series time be authenticated and delivered in any new name of Securities a successor Person pursuant to this Section 301303 in exchange or substitution for or upon registration of transfer of any Securities, dated no earlier than 15 days prior such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Securities at the time Outstanding for Securities authenticated and delivered in such new name. The Trustee may appoint an authenticating agent acceptable to the earlier Company to authenticate Securities on behalf of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with Trustee. Unless limited by the terms of such temporary appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Security Registrar or Paying Agent to deal with the Company and this Indentureits Affiliates. If any an officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates such Security such Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. 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 TIA Section 315(a) through 315(d)) shall be fully protected in relying upon,valid nevertheless.

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman of the Board, its President or one of its a Vice PresidentsPresident, under its corporate seal reproduced thereon, and attested by its Secretary or one of its an Assistant SecretariesSecretary. The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Each Security shall have an executed Security Guarantee from each of the Security Guarantors endorsed thereon substantially in the form of Exhibit B hereto. Securities or coupons and Security Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or the Security Guarantors, as the case may be, shall bind the CompanyCompany and the Security Guarantors, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities and Security Guarantees or did not hold such offices at the date of such Securities or couponsSecurity Guarantees. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining thereto, executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities; PROVIDED, HOWEVER, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all of the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. 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 612 and TIA Section 315(a) through 315(d)) shall be fully protected in conclusively relying upon,:

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman of the Board, its President Chief Executive Officer, its President, its Chief Financial Officer or one of its Vice Presidents, under its corporate seal reproduced thereon, and thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or couponsSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining thereto, series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver or make available for delivery such Securities; PROVIDEDprovided, HOWEVERhowever, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location that in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series case of Securities pursuant of a series that are not to Section 301be originally issued at one time, a Bearer Security may be delivered the Trustee shall authenticate and deliver or make available for delivery such Securities from time to time in connection accordance with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Company or its duly authorized agents, promptly confirmed in writing) acceptable to the Trustee as may be specified with respect to any series of Securities by or pursuant to Section 301, dated no earlier than 15 days a Company Order delivered to the Trustee prior to the earlier time of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms authentication of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series. If the form or forms or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Sections 201 and 301, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. In 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 TIA Section 315(a) through 315(d)601) shall be fully protected in relying upon, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company Corporation by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents, under its corporate seal reproduced thereon, and thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company Corporation shall bind the CompanyCorporation, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or couponsSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company Corporation may deliver Securities of any series, together with any coupon appertaining thereto, series executed by the Company Corporation to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities; PROVIDED, HOWEVERprovided, thathowever, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location that in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series case of Securities pursuant offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to Section 301, a Bearer Security may be delivered time in connection accordance with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Corporation or its duly authorized agents, promptly confirmed in writing) acceptable to the Trustee as may be specified with respect to any series of Securities by or pursuant to Section 301, dated no earlier than 15 days a Company Order delivered to the Trustee prior to the earlier time of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms authentication of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions as permitted by Sections 201 and 301, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. In 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 TIA Section 315(a) through 315(d)601) shall be fully protected in relying upon, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by one of its Chairman of the Board, its President Chief Executive Officer, its President, its Chief Operating Officer, its Chief Financial Officer, its Executive Vice President-Finance or one of its Vice Presidents, under its corporate seal reproduced thereon, and which signature shall be attested by its Secretary or one of its Assistant Secretaries. The signature signatures of any of these officers on the Securities and coupons may be manual or facsimile signatures facsimile. The execution of the present or any future such authorized officer Securities by the two officers need not be on the same page and may be imprinted or otherwise reproduced on the Securitiescounterpart pages. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or couponsSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining thereto, executed by the Company to the Trustee (with or without Guarantees endorsed thereon) for authentication, together with a Company Order for the authentication and delivery of such Securities, ; and the Trustee in accordance with the such Company Order shall authenticate and deliver make available for delivery such Securities; PROVIDED, HOWEVER, that, Securities as provided in connection with its original issuance, no Bearer this Indenture and not otherwise. Each Security shall be mailed dated the date of its authentication. No Security or otherwise delivered Guarantee endorsed thereon shall be entitled to any location in the United States; and PROVIDED FURTHER that, benefit under this Indenture or be valid or obligatory for any purpose unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer there appears on such Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, of authentication substantially in the form set forth provided for herein duly executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. In case the Company or any Guarantor, pursuant to Article Eight, shall, in Exhibit B-1 a single transaction or through a series of related transactions, be consolidated or merged with or into any other Person or shall sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to this Indenture any Person, and the successor Person resulting from such consolidation or surviving such merger, or into which the Company or such Guarantor shall have been merged, or the successor Person which shall have participated in the sale, assignment, conveyance, transfer, lease or other certificate disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon the request of the successor Person, shall authenticate and deliver Securities as specified with respect to in such request for the purpose of such exchange. If Securities shall at any series time be authenticated and delivered in any new name of Securities a successor Person pursuant to this Section 301303 in exchange or substitution for or upon registration of transfer of any Securities, dated no earlier than 15 days prior such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Securities at the time Outstanding for Securities authenticated and delivered in such new name. The Trustee may appoint an authenticating agent acceptable to the earlier Company to authenticate Securities on behalf of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with Trustee. Unless limited by the terms of such temporary appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Security Registrar or Paying Agent to deal with the Company and this Indentureits Affiliates. If any an officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates such Security such Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. 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 TIA Section 315(a) through 315(d)) shall be fully protected in relying upon,valid nevertheless.

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company Partnership by its the Chairman of the Board, its Vice Chairman, Chief Executive Officer, Chief Financial Officer, President or one any Vice President of its Vice Presidents, under its corporate seal reproduced thereon, the General Partner and attested by its Secretary or one of its Assistant Secretariesneed not be attested. The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company General Partner shall bind the CompanyPartnership, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or couponsSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company Partnership may deliver Securities of any series, together with any coupon appertaining thereto, series executed by the Company Partnership to the Trustee for authentication, together with a Company Partnership Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Partnership Order shall authenticate and deliver such Securities; PROVIDEDprovided, HOWEVERhowever, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location that in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series case of Securities pursuant offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to Section 301, a Bearer Security may be delivered time in connection accordance with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Partnership or its duly authorized agents, thereafter promptly confirmed in writing) acceptable to the Trustee as may be specified with respect to any series of Securities by or pursuant to Section 301, dated no earlier than 15 days a Partnership Order delivered to the Trustee prior to the earlier time of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms authentication of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Sections 201 and 301, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. In in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, in addition to any Officers' Certificate and Opinion of Counsel required to be furnished to the Trustee pursuant to Section 102, and (subject to TIA Section 315(a) through 315(d)601) shall be fully protected in relying upon, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto Guarantee to be endorsed thereon shall be executed on behalf of the Company Operating Partnership or the related Guarantor, as applicable, by its Chairman of the BoardChairman, its President or one of its the Vice PresidentsPresidents of the Company, under its on behalf of the Operating Partnership, or such Guarantor, and may (but need not) have the Company’s or the Guarantor’s, as applicable, corporate seal or a facsimile thereof reproduced thereon, and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities or coupons and any related Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Operating Partnership, any Guarantor or the Company shall on behalf of the Operating Partnership, as applicable, shall, to the fullest extent permitted by law, bind the CompanyOperating Partnership or such Guarantor, as applicable, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or the Securities upon which any such Guarantee is endorsed or did not hold such offices at the date of such Securities or couponsany such related Guarantee. At any time and from time to time after the execution and delivery of this Indenture, the Company Operating Partnership may deliver Securities of any series, together with any coupon appertaining thereto, executed by the Company Operating Partnership to the Trustee for authenticationauthentication and, together provided that the Board Resolutions and Officers’ Certificate of the Operating Partnership or supplemental indenture or indentures with a Company respect to such Securities referred to in Section 301 and an Operating Partnership Order for the authentication and delivery of such SecuritiesSecurities have been delivered to the Trustee, and the Trustee in accordance with the Company Operating Partnership Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities; PROVIDED, HOWEVER, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. 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 TIA Section Sections 315(a) through 315(d)) of the Trust Indenture Act) shall be fully protected in conclusively relying upon,, an Opinion of Counsel to the following effect, which Opinion of Counsel may contain such assumptions, qualifications and limitations as such counsel and Trustee shall deem appropriate:

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents, under its corporate seal reproduced thereon, and thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures facsimile. The seal of the present or any future such authorized officer Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Typographical and other minor errors or defects in any such reproduction of the seal or any such signature shall not affect the validity or enforceability of any Security that has been duly authenticated and delivered by the Trustee. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or couponsSecurities. At any time and from time to time after the original execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining thereto, executed by the Company Company, to the Trustee for authentication. Except as otherwise provided in this Article Three, together with the Trustee shall thereupon authenticate and make available for delivery, or cause to be authenticated and delivered, said Securities to or upon a Company Order for Order, without any further action by the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such SecuritiesIssuer; PROVIDED, HOWEVER, that, in connection with its that the Trustee shall authenticate and make available for delivery Securities of such series for original issuance, no Bearer Security shall be mailed or otherwise delivered issue from time to any location time in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any aggregate principal amount established for such series of Securities pursuant to Section 301such procedures, a Bearer Security may be delivered in connection with its original issuance only if acceptable to the Person entitled Trustee and to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDELrecipients, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate as may be specified with respect from time to time by a Company Order. The Stated Maturity, original issue dates, interest rates and any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the other terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of such series, or any series are not Tranche thereof, shall be determined by or pursuant to be issued at one time such Company Order and if the Board Resolution or supplemental indenture establishing procedures. If provided for in such series shall so permitprocedures, such Company Order may set forth procedures acceptable authorize authentication and delivery pursuant to oral instructions from the Trustee for Company or its duly authorized agent, which instructions shall be promptly confirmed in writing. In authenticating the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. In authenticating such Securities, series and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, prior to the initial authentication of the Securities of such series, and (subject to TIA Section 315(a) through 315(d)601) shall be fully protected in relying upon,:

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by any of its Chairman of the BoardChairman, its President or one of its a Vice PresidentsPresident, the Chief Executive Officer or the Chief Financial Officer under its corporate seal reproduced thereon, and attested by its Secretary the Chief Executive Officer or one of its Assistant Secretaries. the Chief Financial Officer The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or couponsSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining thereto, executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the such Company Order shall authenticate and deliver such Securities; PROVIDED, HOWEVER, that, in connection with its original issuance, no Bearer . Each Security shall be mailed or otherwise delivered dated the date of its authentication. No Security shall be entitled to any location in the United States; and PROVIDED FURTHER that, benefit under this Indenture or be valid or obligatory for any purpose unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer there appears on such Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, of authentication substantially in the form set forth in Exhibit B-1 to this Indenture or provided for herein duly executed by the Trustee by manual signature of an authorized officer, and such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If upon any Security shall be represented by a permanent global Bearer Securityconclusive evidence, thenand the only evidence, for purposes that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. In case the Company, pursuant to Article Eight, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Request of the successor Person, shall authenticate and deliver Securities as specified in such request for the purpose of such exchange. If Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Securities at the time Outstanding for Securities authenticated and Section delivered in such new name. SECTION 304. TEMPORARY SECURITIES. 38 Pending the preparation of definitive Securities, the notation of a beneficial owner's interest therein Company may execute, and upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, Company Order the Trustee shall not authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. If temporary Securities are issued, the Company will cause definitive Securities to be prepared without unreasonable delay. After the preparation of definitive Securities, the temporary Securities shall be exchangeable for definitive Securities upon surrender of the temporary Securities at the office or agency of the Company designated for such purpose pursuant to Section 1002, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities, the Company shall execute and the Trustee shall authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the in exchange therefor a like principal amount of definitive Securities of any series are not to authorized denominations. Until so exchanged, the temporary Securities shall in all respects be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable entitled to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities same benefits under this Indenture in relation to such as definitive Securities, the Trustee shall be entitled to receive, and (subject to TIA Section 315(a) through 315(d)) shall be fully protected in relying upon,.

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto Guarantee to be endorsed thereon shall be executed on behalf of the Company or the related Guarantor, as applicable, by its Chairman of the BoardChairman, its President or one of its the Vice PresidentsPresidents of the Company, under its or such Guarantor, and may (but need not) have the Company’s or the Guarantor’s, as applicable, corporate seal or a facsimile thereof reproduced thereon, and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities or coupons and any related Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall or any Guarantor, as applicable, shall, to the fullest extent permitted by law, bind the CompanyCompany or such Guarantor, as applicable, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or the Securities upon which any such Guarantee is endorsed or did not hold such offices at the date of such Securities or couponsany such related Guarantee. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining thereto, executed by the Company to the Trustee for authenticationauthentication and, together provided that the Board Resolutions and Officer’s Certificate or supplemental indenture or indentures with respect to such Securities referred to in Section 301 and a Company Order for the authentication and delivery of such SecuritiesSecurities have been delivered to the Trustee, and the Trustee in accordance with the Company Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities; PROVIDED, HOWEVER, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. 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 TIA Section Sections 315(a) through 315(d)) of the Trust Indenture Act) shall be fully protected in conclusively relying upon,, an Opinion of Counsel to the following effect:

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President or one of its Vice Presidents, under its corporate seal or a facsimile thereof reproduced thereon, and thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or couponsSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining thereto, executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, ; and the Trustee in accordance with the such Company Order shall either at one time or from time to time pursuant to such instructions as may be described therein authenticate and deliver such Securities; PROVIDED, HOWEVER, that, Securities as in connection with its original issuance, no Bearer Security this Indenture provided and not otherwise. Such Company Order shall be mailed or otherwise delivered to any location in specify the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series amount of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered authenticated and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms original issue of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed Securities is to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306authenticated, the Trustee and shall not authenticate and deliver any Bearer Security unless certify that all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not conditions precedent to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining contained in this Indenture have been complied with. The aggregate principal amount of Securities Outstanding at any time may not exceed the terms of particular Securities of such series, such amount set forth above except as interest rate or formula, maturity date, provided in Section 306. Each Security shall be dated the date of issuance and date from which interest shall accrueits authentication. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee No Security shall be entitled to receiveany benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature, and (subject to TIA Section 315(a) through 315(d)) such certificate upon any Security shall be fully protected in relying upon,conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of the Indenture. The Trustee may appoint an Authenticating Agent pursuant to the terms of Section 614.

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by any two of its Chairman of the Board, its President President, any Vice President, its Treasurer or one of its Vice PresidentsSecretary, under its corporate seal reproduced thereon, and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or couponsSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver to the Trustee or an Authenticating Agent for authentication Securities of any series, together with any coupon appertaining thereto, series executed by the Company to the Trustee for authenticationCompany, together with a Company Order for the authentication and delivery of such Securities, and the Trustee or such Authenticating Agent in accordance with the Company Order shall authenticate and deliver such Securities; PROVIDED, HOWEVER, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time time, and if the Board Resolution Resolution, Officers' Certificate or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the determination of the terms of particular Securities of such series, series such as interest rate or formularate, maturity date, date of issuance and date from which interest shall accrue. In If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Sections 201 and 301, 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 TIA Section 315(a) through 315(d)601) shall be fully protected in relying upon, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of by the Company by its Chairman of the Board, its and President or one of its the Executive Vice Presidents, under its corporate seal reproduced thereonand the Chief Financial Officer of the Trust, and attested by its Secretary or one as general partner of its Assistant Secretariesthe Company. The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company Trust shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or and did not hold such offices at the date of such Securities or coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining thereto, executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities; PROVIDEDprovided, HOWEVERhowever, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER provided further that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 A-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. 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 TIA Section 315(a) through 315(d)) shall be fully protected in relying upon,

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company and the Guarantee shall be executed on behalf of the Guarantor by its the Chairman of the Board, its the President or one of its the Vice PresidentsPresidents of each of them, under its the corporate seal of the Company or the Guarantor, as the case may be, reproduced thereon, and attested by its the Secretary or one of its the Assistant SecretariesSecretaries of each of them. The signature of any of these officers on the Securities and coupons or Guarantees may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities or coupons Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or the Guarantor shall bind the CompanyCompany or the Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or couponsSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining thereto, and Guarantees executed by the Company and the Guarantor to the Trustee for authentication, together with a Company Order for the authentication authentication, and make available for delivery of such Securities, and the Trustee in accordance with the such Company Order shall authenticate and deliver such Securities; PROVIDEDSecurities as in this Indenture provided and not otherwise. The Securities may contain such notations, HOWEVERlegends or endorsements required by law, that, in connection with its original issuance, no Bearer stock exchange rule or usage. Each Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indentureits authentication. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security form or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306terms have been so established, the Trustee shall not be required to authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of any Section 301 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time and if time, it shall not be necessary to deliver the Board Resolution Officers' Certificate otherwise required pursuant to Section 301 or supplemental indenture establishing the Company Order otherwise required pursuant to such preceding paragraph at or prior to the authentication of each Security of such series shall so permit, if such Company Order may set forth procedures acceptable documents are delivered at or prior to the Trustee for the authentication upon original issuance of such Securities and determining the terms of particular Securities first Security of such series, such as interest rate or formula, maturity date, series to be issued. Each Security shall be dated the date of issuance and date from which interest shall accrueits authentication. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee No Security shall be entitled to receiveany benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and (subject to TIA Section 315(a) through 315(d)) such certificate upon any Security shall be fully protected in relying upon,conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered under this Indenture.

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman of the BoardBoard of Directors, its Chief Executive Officer, President or one of its any Vice PresidentsPresident, under its corporate seal reproduced thereon, or impressed thereon and attested by its Treasurer, any Associate Treasurer, any Assistant Treasurer, its Secretary or one of its any Assistant SecretariesSecretary. The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or couponsSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining thereto, executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities; PROVIDED, HOWEVER, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in . Notwithstanding the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier provisions of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Securitypreceding paragraph, then, for purposes of this Section and Section 304, the notation if all Securities of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be originally issued at one time and if time, it shall not be necessary to deliver the Board Resolution Company Order otherwise required pursuant to such preceding paragraph at or supplemental indenture establishing prior to the authentication of each Security of such series shall so permit, if such Company Order may set forth procedures acceptable is delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by the manual signature of one of its authorized officers, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. 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 Section 309, 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 issuance benefits of this Indenture. Minor typographical and other minor errors in the text of any Security shall not affect the validity and enforceability of such Security if it has been duly authenticated and delivered by the Trustee. The Company shall execute and the Trustee shall authenticate and deliver one or more Global Securities and determining with respect to each series of Securities that (i) shall represent an aggregate amount equal to the terms aggregate principal amount of particular the initially issued Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. 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 TIA Section 315(a) through 315(d)ii) shall be fully protected registered in relying upon,the name of the Depositary or the nominee of the Depositary, (iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instruction and (iv) shall bear a legend substantially in the form required in Section 202. The Depositary must, at all times while it serves as such Depositary, be a clearing agency registered under the Exchange Act, and any other applicable statute or regulation.

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by any of its Chairman of the BoardChairman, its President or one of its a Vice PresidentsPresident, the Chief Executive Officer or the Chief Financial Officer, under its corporate seal reproduced thereon, and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or couponsSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining thereto, executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the such Company Order shall authenticate and deliver such Securities; PROVIDED, HOWEVER, that, in connection with its original issuance, no Bearer . Each Security shall be mailed or otherwise delivered dated the date of its authentication. No Security shall be entitled to any location in the United States; and PROVIDED FURTHER that, benefit under this Indenture or be valid or obligatory for any purpose unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer there appears on such Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, of authentication substantially in the form set forth in Exhibit B-1 to this Indenture or provided for herein duly executed by the Trustee by manual signature of an authorized officer, and such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If upon any Security shall be represented by a permanent global Bearer Securityconclusive evidence, thenand the only evidence, for purposes that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Section and Section 304Indenture. In case the Company, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security pursuant to Article Eight, shall be deemed consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to be delivery in connection any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Request of the successor Person, shall not authenticate and deliver any Bearer Security unless all appurtenant coupons Securities as specified in such request for interest then matured have been detached and canceledthe purpose of such exchange. If all the Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permitSecurities, such Company Order may set forth procedures acceptable successor Person, at the option of the Holders but without expense to the Trustee them, shall provide for the issuance exchange of all Securities at the time Outstanding for Securities authenticated and delivered in such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. 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 TIA Section 315(a) through 315(d)) shall be fully protected in relying upon,new name.

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company PEC by its Chairman of the Board, its President or one of its Vice PresidentsPresidents or its Treasurer, under its corporate seal reproduced thereon, and attested by its Corporate Secretary or one of its Assistant Corporate Secretaries. The signature of any of these officers on the Securities and coupons may be manual or facsimile. Coupons shall bear the facsimile signatures signature of the present Treasurer or any future such authorized officer and may be imprinted or otherwise reproduced on the SecuritiesAssistant Treasurer of PEC. Securities or and coupons bearing the manual or facsimile signatures of individuals who were at any time relevant to the authorization thereof the proper officers of the Company PEC shall bind the CompanyPEC, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or couponsSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company PEC may deliver Securities of any series, together with any coupon appertaining thereto, series executed by the Company on behalf of PEC to the Trustee for authentication, authentication by the Trustee together with a Company an Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company such Order shall authenticate and deliver such Securities; PROVIDED, HOWEVER, that, that in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only outside the United States and only if the Trustee shall have received from the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate as may be specified required by Section 311; and PROVIDED FURTHER, that, with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of series constituting a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306medium term note program, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, for original issue from time to time in the aggregate principal amount established for such Company Order may set forth series pursuant to such procedures acceptable to the Trustee for the issuance of and to such Securities recipients as may be specified from time to time by an Order. The maturity dates, original issue dates, interest rates and determining the any other terms of particular the Securities of a subseries of any medium term note program shall be determined by or pursuant to such series, such as interest rate or formula, maturity date, date of issuance Order and date from which interest shall accrueprocedures. 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 TIA Section Sections 315(a) through 315(d)) of the Trust Indenture Act) shall be fully protected in relying upon,:

Authentication, Delivery and Dating. Upon the execution and delivery of this Agreement, and at any time and from time to time thereafter, the Company may deliver Security Certificates executed by the Company to the Agent for authentication, execution on behalf of the Holders and delivery, together with its Issuer Order for authentication of such Security Certificates, and the Agent in accordance with such Issuer Order shall authenticate, execute on behalf of the Holder and deliver such Security Certificates. The Securities and any coupons appertaining thereto Security Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents, under its corporate seal reproduced thereon, and thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities and coupons Security Certificates may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities or coupons Security Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities Security Certificates or did not hold such offices at the date of such Securities or couponsSecurity Certificates. At any time and from time to time after No Purchase Contract underlying a Security evidenced by a Security Certificate shall be valid until such Security Certificate has been executed on behalf of the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining thereto, executed Holder by the Company to manual signature of an authorized signatory of the Trustee for authenticationAgent, together with a Company Order for as such Holder's attorney-in-fact. Such signature by an authorized signatory of the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities; PROVIDED, HOWEVER, that, in connection with its original issuance, no Bearer Security Agent shall be mailed or otherwise delivered to any location in conclusive evidence that the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance Holder of such Security or upon exchange of a portion of a temporary Global Certificate has entered into the Purchase Contracts underlying the Securities evidenced by such Security Certificate. Each Security Certificate shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, dated the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrueits authentication. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee No Security Certificate shall be entitled to receiveany benefit under this Agreement or be valid or obligatory for any purpose unless there appears on such Security Certificate a certificate of authentication substantially in the form provided for herein executed by an authorized signatory of the Agent by manual signature, and (subject to TIA Section 315(a) through 315(d)) such certificate upon any Security Certificate shall be fully protected in relying upon,conclusive evidence, and the only evidence, that such Security Certificate has been duly authenticated and delivered hereunder.

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman of the Board, its President President, its Treasurer or one of its Vice PresidentsChief Financial Officer, under its corporate seal reproduced thereon, and thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities and coupons may be manual or facsimile. Coupons shall bear the facsimile signatures signature of the present Treasurer or any future such authorized officer and may be imprinted or otherwise reproduced on Assistant Treasurer of the SecuritiesCompany. Securities or and coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon coupons appertaining thereto, executed by the Company and having the notation of Subsidiary Guarantees thereon executed by the Subsidiary Guarantors, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities; PROVIDED, HOWEVER, that, unless otherwise provided with respect to such series, in connection with its original issuance, during the "restricted period" (as defined in Section 1.163-5(c)(2)(i)(D)(7) of the United States Treasury Regulations) (the "restricted period") no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER PROVIDED, FURTHER, that, unless otherwise specified provided with respect to any series of Securities pursuant to Section 301such series, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 A to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301Indenture, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this IndentureCertification Date. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global global Security shall be deemed to be delivery in connection with its original issuance during the restricted period of such beneficial owner's interest in such permanent Global global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accruecancelled. 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 TIA Section 315(a) through 315(d)601) shall be fully protected in relying upon,, an Opinion of Counsel stating:

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman of the Board, President, Vice President serving as Chief Financial Officer or its President or one of its Vice Presidents, Treasurer under its corporate seal reproduced thereon, thereon and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities and coupons may be manual or facsimile. Coupons, if any, shall bear the facsimile signatures signature of the present Treasurer or any future such authorized officer and may be imprinted or otherwise reproduced on Assistant Treasurer of the SecuritiesCompany. Securities or coupons and coupons, if any, bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or couponsSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon coupons appertaining thereto, if any, executed by the Company to the Trustee for authentication, together with the Board Resolution and Officers' Certificate or supplemental indenture with respect to such Securities referred to in Section 301 and a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order and subject to the provisions hereof shall authenticate and deliver such Securities; PROVIDEDprovided, HOWEVERhowever, that, in connection with its original issuance, no Bearer Security (including any temporary Bearer Security issued pursuant to Section 304 which is not a Global Security) shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, provided further that a Bearer Security may be delivered outside the United States in connection with its original issuance only if the Person entitled to receive such Bearer Security (including any temporary Bearer Security issued pursuant to Section 304 which is not a Global Security) shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth and manner specified in Exhibit B-1 to this Indenture a Board Resolution and Officers' Certificate or such other certificate as may be specified supplemental indenture with respect to any series of such Bearer Securities pursuant referred to in Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. 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 TIA Section 315(a) through 315(d)601) shall be fully protected in relying upon, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman any one of the Boardfollowing: its Chairman, Chief Executive Officer, its President or one of its Vice Presidents, under its corporate seal reproduced thereon, and attested by one of its Vice Presidents or its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities and or coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series together with any coupon appertaining thereto, executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the such Company Order shall authenticate and deliver make available for delivery such Securities; PROVIDED, HOWEVER, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301Indenture, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304305, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306307, the Trustee shall not authenticate and deliver make available for delivery any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceledcancelled. If not all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, series such as interest rate or formularate, maturity datestated maturity, date of issuance and date from which interest shall accrue. 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 TIA Section Sections 315(a) through 315(d)) shall be fully protected in relying upon,, an Opinion of Counsel stating:

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman of the Board, its President or one of its Vice Presidents, under its corporate seal reproduced thereon, and thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or couponsSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining thereto, series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order and subject to the provisions hereof shall authenticate and deliver such Securities; PROVIDED, HOWEVER, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section section and Section 304, the notation of a beneficial the record owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its the original issuance of such each beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer global Security unless all appurtenant coupons for interest then matured have been detached and canceled. If if all the Securities securities of any one series are not to be originally issued at one time and if the a Board Resolution or supplemental indenture establishing relating to such series Securities shall so permit, such Company Order order may set forth procedures acceptable to the Trustee for the issuance and authentication of such Securities and determining Securities. If the form or terms of particular the Securities of such seriesthe series have been established in or pursuant to one or more Board Resolutions as permitted by Sections 201 and 301, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. In 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 TIA Section 315(a) through 315(d)601) shall be fully protected in relying upon,, an Opinion of Counsel stating:

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its Vice Chairman of the Board, its Chief Financial Officer, its President or one of its Vice Presidents, under its corporate seal reproduced thereon, and attested by its Corporate Secretary, an Assistant Corporate Secretary, an Associate Secretary or one of its Assistant Secretariesan Attesting Secretary. The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or couponsSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining thereto, series executed by the Company Company, and if applicable, having endorsed thereon the notations of Subsidiary Guarantees executed as provided in Section 1303 by the Subsidiary Guarantors to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities; PROVIDEDprovided, HOWEVERhowever, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location that in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series case of Securities pursuant offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to Section 301, a Bearer Security may be delivered time in connection accordance with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate procedures (including the receipt by the Trustee of oral or electronic instructions from the Company or its duly authorized agents, promptly confirmed in writing) acceptable to the Trustee as may be specified with respect to any series of Securities by or pursuant to Section 301, dated no earlier than 15 days a Company Order delivered to the Trustee prior to the earlier time of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms authentication of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions as permitted by Sections 201 and 301, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. In 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 TIA Section 315(a) through 315(d)601) shall be fully protected in relying upon, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company Issuer by the General Partner by its Chairman of the Board, its President or one of its Vice PresidentsPresidents (whether or not designated by a number or word or words added before or after the title "Vice President"), under its corporate seal reproduced thereon, and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company General Partner shall bind the CompanyIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company Issuer may deliver the Securities of any series, together with any coupon appertaining thereto, executed by the Company Issuer to the Trustee for authentication, together with a Company an Issuer Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Issuer Order shall authenticate and deliver such Securities; PROVIDEDprovided, HOWEVERhowever, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER provided further that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 A-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Issuer Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. 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 TIA Section 315(a) through 315(d)) shall be fully protected in relying upon,:

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman of the BoardChief Executive Officer, its President President, a Vice President, its General Manager, its Treasurer or one the Person exercising similar authority on behalf of its Vice Presidentsany other obligor on the Securities, under its corporate seal (if any), reproduced thereon, and attested which need not be attested. The Securities of any series shall be executed by its Secretary or one of its Assistant Secretariessuch additional officer, if any, as shall be specified pursuant to Section 301 hereof. The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities or coupons bearing the manual or facsimile signatures signature of individuals any individual who were was at any time the proper officers officer of the Company shall bind the Company, notwithstanding that such individuals or any of them have individual has ceased to hold such offices office prior to the authentication and delivery of such Securities or did not hold such offices office at the date of authentication of such Securities or couponsSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining thereto, series executed by the Company to the Trustee for authentication, or, in the case of Securities offered in a Periodic Offering, from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of electronic instructions from the Company or its duly authorized agents, promptly confirmed in writing by the Company) acceptable to the Trustee as may be specified from time to time by a Company Order for the specific terms of the Securities being so offered, together with (i) a Company Order for the authentication and delivery of such Securities, (ii) an Officers' Certificate stating that (x) the Company is not, and upon the authentication by the Trustee of the series of Securities, will not be in default under any of the terms or covenants contained in the Indenture, and (y) all conditions that must be met by the Company to issue Securities under the Indenture have been met, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities; PROVIDED, HOWEVER, that, . If the form or terms of the Securities of the series have been established in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear one or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except more Board Resolutions as permitted by Section 306Sections 201 and 301 hereof, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. In 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 TIA Section 315(a) through 315(d)601 hereof) shall be fully protected in relying upon, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman of the Board, its President or one of its Vice Presidents, under its corporate seal reproduced thereon, and thereon attested by its Corporate Secretary or one of its Assistant Corporate Secretaries. The signature of any of these officers on the Securities and coupons may be manual or facsimile. Coupons shall bear the facsimile signatures signature of the present Treasurer or any future such authorized officer and may be imprinted or otherwise reproduced on Assistant Treasurer of the SecuritiesCompany. Securities or and coupons bearing the manual or facsimile signatures of individuals who were at any time relevant to the authorization thereof the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or couponsSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining thereto, series executed by on behalf of the Company to the Trustee for authentication, authentication by the Trustee together with a an Order of the Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company such Order shall authenticate and deliver such Securities; PROVIDED, HOWEVER, that, that in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only outside the United States and only if the Trustee shall have received from the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate as may be specified required by Section 311; and PROVIDED FURTHER, that, with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of series constituting a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306medium term note program, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, for original issue from time to time in the aggregate principal amount established for such Company Order may set forth series pursuant to such procedures acceptable to the Trustee for and to such recipients as may be specified from time to time by an Order of the issuance of such Securities Company. The maturity dates, original issue dates, interest rates and determining the any other terms of particular the Securities of a subseries of any medium term note program shall be determined by or pursuant to such series, such as interest rate or formula, maturity date, date Order of issuance the Company and date from which interest shall accrueprocedures. 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 TIA Section Sections 315(a) through 315(d)) of the Trust Indenture Act) shall be fully protected in relying upon,:

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company Issuer by the General Partner by its Chairman of the Board, its President or one of its Vice Presidents, under its corporate seal reproduced thereon, Presidents (whether or not designated by a number or word or words added before or after the title "vice president") and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company General Partner shall bind the CompanyIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company Issuer may deliver the Securities of any series, together with any coupon appertaining thereto, executed by the Company Issuer to the Trustee for authentication, together with a Company an Issuer Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Issuer Order shall authenticate and deliver such Securities; PROVIDEDprovided, HOWEVERhowever, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER provided further that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 A-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Issuer Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. 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 TIA Section 315(a) through 315(d)) shall be fully protected in relying upon,:

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman of the BoardChairman, its President President, its Chief Financial Officer, an Executive Vice President, its Treasurer or one of its a Vice PresidentsPresident, under its corporate seal reproduced thereon, and thereon attested by its Secretary or one of its an Assistant SecretariesSecretary. The signature of any of these officers on the Securities and or coupons may be the manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series together with any coupon appertaining thereto, executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the such Company Order shall authenticate and deliver such Securities; PROVIDEDprovided, HOWEVERhowever, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER provided, further, that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate forms and on such terms as may be specified with respect to any series of Securities established pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If not all the Securities of any series are not to be issued at one time and if the Board Resolution Resolution, Officers' Certificate or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, series such as interest rate or formularate, maturity date, date of issuance and date from which interest shall accrue. 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 TIA Section Sections 315(a) through 315(d)) shall be fully protected in relying upon,, an Opinion of Counsel to the effect:

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman of the Board, its President Chief Executive Officer, its President, its Chief Financial Officer or one of its Vice Presidents, under its corporate seal reproduced thereon, and thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or couponsSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining thereto, series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver or make available for delivery such Securities; PROVIDEDprovided, HOWEVERhowever, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series case of Securities pursuant of -------- ------- a series that are not to Section 301be originally issued at one time, a Bearer Security may be delivered the Trustee shall authenticate and deliver or make available for delivery such Securities from time to time in connection accordance with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Company or its duly authorized agents, promptly confirmed in writing) acceptable to the Trustee as may be specified with respect to any series of Securities by or pursuant to Section 301, dated no earlier than 15 days a Company Order delivered to the Trustee prior to the earlier time of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms authentication of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Sections 201 and 301, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. In 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 TIA Section 315(a) through 315(d)601) shall be fully protected in relying upon, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman of the Board, its President Chief Executive Officer, its President, its Chief Financial Officer or one of its Vice Presidents, under its corporate seal reproduced thereon, and thereon attested by its Secretary Clerk or one of its Assistant SecretariesClerks. The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or couponsSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining thereto, series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver or make available for delivery such Securities; PROVIDED, HOWEVER, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series case of Securities pursuant of a series that are not to Section 301be originally issued at one time, a Bearer Security may be delivered the Trustee shall authenticate and deliver or make available for delivery such Securities from time to time in connection accordance with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Company or its duly authorized agents, promptly confirmed in writing) acceptable to the Trustee as may be specified with respect to any series of Securities by or pursuant to Section 301, dated no earlier than 15 days a Company Order delivered to a Responsible Officer of the Trustee prior to the earlier time of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms authentication of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Sections 201 and 301, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. In 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 TIA Section 315(a) through 315(d)601) shall be fully protected in relying upon, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman of the Board, its President or one of its Vice Presidents, under its corporate seal reproduced thereon, Presidents and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining thereto, executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities; PROVIDED, HOWEVER, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 A-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceledcancelled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. 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 TIA Section 315(a) through 315(d)) shall be fully protected in relying upon,

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman Chief Executive Officer, President, Vice President, General Manager or Treasurer, and may have the corporate seal of the BoardCompany affixed thereto or reproduced thereon and which seal, its President if so affixed or one reproduced, may, but need not, be attested. The Securities of its Vice Presidentsany series shall be executed by such additional officer, under its corporate seal reproduced thereonif any, and attested by its Secretary or one of its Assistant Secretariesas shall be specified pursuant to Section 301 hereof. The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities or coupons bearing the manual or facsimile signatures signature of individuals any individual who were was at any time the proper officers officer of the Company shall bind the Company, notwithstanding that such individuals or any of them have individual has ceased to hold such offices office prior to the authentication and delivery of such Securities or did not hold such offices office at the date of authentication of such Securities or couponsSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining thereto, series executed by the Company to the Trustee for authentication, or, in the case of Securities offered in a Periodic Offering, from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of electronic instructions from the Company or its duly authorized agents, promptly confirmed in writing by the Company) acceptable to the Trustee as may be specified from time to time by a Company Order for the specific terms of the Securities being so offered, together with (i) a Company Order for the authentication and delivery of such Securities, (ii) an Officers' Certificate stating that (x) the Company is not, and upon the authentication by the Trustee of the series of Securities, will not be in default under any of the terms or covenants contained in the Indenture, and (y) all conditions that must be met by the Company to issue Securities under the Indenture have been met, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities; PROVIDED, HOWEVER, that, . If the form or terms of the Securities of the series have been established in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear one or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except more Board Resolutions as permitted by Section 306Sections 201 and 301 hereof, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. In 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 TIA Section 315(a) through 315(d)601 hereof) shall be fully protected in relying upon, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its Chief Executive Officer, its President or one of its Vice Presidents, under its corporate seal reproduced thereon, and thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or couponsSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining thereto, series executed by the Company and having the Guarantees endorsed thereon to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities; PROVIDEDprovided, HOWEVERhowever, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER that, unless otherwise specified -------- ------- with respect to any Securities of a series offered in a Periodic Offering, (a) the Trustee shall authenticate and deliver Securities of Securities 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 Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled Company Order or pursuant to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate procedures acceptable to the Trustee as may be specified with respect from time to time by a Company Order, (b) the maturity date or dates, original issue date or dates, currency or currencies or composite currencies, interest rate or rates and any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the other terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permitbe determined by Company Order or pursuant to such procedures and (c) if provided for in such procedures, such Company Order may set forth procedures acceptable authorize authentication and delivery pursuant to oral or electronic instructions from the Trustee for the issuance of such Securities and determining the terms of particular Securities of such seriesCompany or its duly authorized agent or agents, such as interest rate or formula, maturity date, date of issuance and date from which interest instructions shall accruebe 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 receive, and (subject to TIA Section 315(a) through 315(d)601) shall be fully protected in relying upon, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman of the Board, its President or President, one of its Vice Presidents, its Treasurer, or one of its Assistant Treasurers under its corporate seal (or a facsimile thereof) reproduced thereon, thereon and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities and coupons may be manual or facsimile. Coupons shall bear the actual or facsimile signatures signature of the present Treasurer or any future such authorized officer and may be imprinted or otherwise reproduced on an Assistant Treasurer of the SecuritiesCompany. Securities or coupons and coupons, if any, appertaining thereto, bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals individuals, or any of them them, have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or couponsSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon coupons appertaining thereto, executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, ; and the Trustee Trustee, in accordance with the such Company Order Order, shall authenticate and deliver such Securities; PROVIDEDprovided, HOWEVERhowever, that, with respect to Securities of a series subject to a Periodic Offering, (a) such Company Order may be delivered by the Company 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 a Company Order or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by a Company Order, (c) the rate or rates of interest, if any, the Stated Maturity or Maturities, the original issue date or dates, the redemption provisions, if any, and any other terms of Securities of such series shall be determined by a Company Order or pursuant to such procedures and (d) if provided for in such procedures, such Company Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Company, or the Company's duly authorized agent or agents designated in an Officers' Certificate, which oral instructions shall be promptly confirmed in writing; and provided, further, that, in connection with its original issuance, no Bearer Security or coupon shall be mailed or otherwise delivered to any Person who is not a Non-United States Holder or to any location in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security Security, unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accruecancelled. In authenticating such Securities, the form or terms of which have been established in or pursuant to one or more Officers' Certificates as permitted by Sections 201 and 301, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to TIA Section 315(a) through 315(d)601) shall be fully protected in relying upon,, an Opinion of Counsel stating:

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company Issuer by its Chairman any two members of the Board, its President or one Board of its Vice Presidents, under its corporate seal reproduced thereon, and attested by its Secretary or one of its Assistant SecretariesDirectors. The signature of any such members of these officers on the Securities and coupons Board of Directors may be manual or facsimile. Coupons shall bear the facsimile signatures signature of the present any two directors. Securities, coupons or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities or coupons Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper officers representatives of the Company Issuer or the Guarantor, as the case may be, shall bind the CompanyIssuer or the Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or couponsGuarantees. At any time and from time to time after the execution and delivery of this Indenture, the Company Issuer may deliver Securities of any series, together with any coupon coupons appertaining thereto, executed by the Company Issuer and if applicable, having endorsed thereon Guarantees of the Guarantor to the Trustee for authentication, together with a Company an Order for the authentication and delivery of such SecuritiesSecurities and, if applicable, an Order from the Guarantor approving the delivery of the Guarantees endorsed thereon, and the Trustee in accordance with the Company Order shall authenticate and deliver such SecuritiesSecurities having such Guarantees endorsed thereon; PROVIDEDprovided, HOWEVERhowever, that, in connection with its original issuance, no Bearer Security other than Bearer Securities issued in connection with the issuance of certificateless depositary interests and in the form of Global Securities shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER thatprovided, unless otherwise specified with respect to any series of Securities pursuant to Section 301further, that a Bearer Security (other than a Temporary Global Bearer Security other than Bearer Securities issued in connection with the issuance of certificateless depositary interests and in the form of Global Securities) may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301311 (a), dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this IndentureCertification Date. If any Security shall be represented by a permanent global Permanent Global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Temporary Global Bearer Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Permanent Global Bearer Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all any appurtenant coupons for interest then matured have been detached and canceledcancelled. If all pursuant to Section 301, the Security is to be issued initially without a Guarantee but such a Guarantee is to be endorsed at a later date, the Guarantor shall deliver an Order from the Guarantor approving the delivery of the Guarantees endorsed thereon, and the Trustee in accordance with the Order shall endorse or shall cause to be endorsed on such Securities the Guarantees and shall deliver such Securities having such Guarantees endorsed thereon. If the forms or terms of the Securities of the series, any series are not related coupons and the Guarantees have been established in or pursuant to be issued at one time or more Board Resolutions as permitted by Sections 201 and if the Board Resolution or supplemental indenture establishing such series shall so permit301, such Company Order may set forth procedures acceptable to the Trustee for the issuance of in authenticating such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. In authenticating such SecuritiesGuarantees, and accepting the additional responsibilities under this Indenture in relation to such Securities, coupons and Guarantees, the Trustee shall be entitled to receive, and (subject to TIA Section 315(a) through 315(d)601) shall be fully protected in relying upon, an Opinion of Counsel and Officers' Certificate stating,

Authentication, Delivery and Dating. The Debt Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman of the Board, a Vice Chairman of the Board, or its President or one of its Vice Presidents, under its corporate seal reproduced thereon, and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Debt Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Debt Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Debt Securities or did not hold such offices at the date of such Securities or couponsDebt Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Debt Securities of any series, together with any coupon appertaining thereto, series executed by the Company to the Trustee for the Debt Securities of such series for authentication, together with a Company Order for the authentication and delivery of such Debt Securities, and the Trustee such Trustee, in accordance with the Company Order Order, shall authenticate and deliver such Debt Securities; PROVIDED, HOWEVER, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Debt Securities of any one series are not to be issued at one time and if the a Board Resolution or supplemental indenture establishing relating to such series Debt Securities shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such seriesDebt Securities, such as including, without limitation, procedures with respect to interest rate or formularate, maturity dateStated Maturity, date of issuance and date from which interest interest, if any, shall accrue. In authenticating Notwithstanding any contrary provision herein, if all Debt 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 to Sections 102 and 201 at or prior to the time of authentication of each Debt Security of such Securities, and accepting series if such documents are delivered at or prior to the additional responsibilities under this Indenture in relation authentication upon original issuance of the first Debt Security of such series to such Securities, be issued. Each Debt Security shall be dated the Trustee date of its authentication. No Debt Security shall be entitled to receiveany benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Debt Security a certificate of authentication substantially in the form provided for herein manually executed by the Trustee for such Debt Security or on its behalf pursuant to Section 614, and such certificate upon any Debt Security shall be conclusive evidence, and the only evidence, that such Debt Security has been duly authenticated and delivered hereunder. If the Company shall establish pursuant to Section 301 that the Debt Securities of a series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 303 and the Company Order with respect to such series, authenticate and deliver one or more Global Securities in temporary or permanent form that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Debt Securities of such series to be represented by one or more Global Securities, (ii) shall be registered in the name of the U.S. Depositary for such Global Security or Securities or the nominee of such depositary, and (subject to TIA Section 315(a) through 315(d)iii) shall bear a legend substantially to the following effect: "This Debt Security may not be fully protected 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, unless and until this Debt Security is exchanged in relying upon,whole or in part for Debt Securities in definitive form" and such other legend as may be required by the U.S. Depositary.

Authentication, Delivery and Dating. The Debt Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman of the BoardChairman, any Vice Chairman, its President or one of its Vice Presidents, under its corporate seal reproduced thereon, Presidents and attested by its Treasurer, one of its Assistant Treasurers, its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Debt Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Debt Securities. Debt Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Debt Securities or did not hold such offices at the date of such Debt Securities or coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Debt Securities of any series, together with any coupon appertaining thereto, executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Debt Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Debt Securities; PROVIDEDprovided, HOWEVERhowever, that, in connection with its original issuance, no Bearer Debt Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER provided further that, unless otherwise specified with respect to any series of Debt Securities pursuant to Section 301, a Bearer Debt Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Debt Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 A-1 to this Indenture or such other certificate as may be specified with respect to any series of Debt Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Debt Security is delivered and the date on which any temporary Debt Security first becomes exchangeable for such Bearer Debt Security in accordance with the terms of such temporary Debt Security and this Indenture. If any Debt Security shall be represented by a permanent global Bearer Debt Security, then, for purposes of this Section 303 and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Debt Security or upon exchange of a portion of a temporary Global global Debt Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global global Debt Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Debt Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. In authenticating such Debt Securities, and accepting the additional responsibilities under this Indenture in relation to such Debt Securities, the Trustee shall be entitled to receive, and (subject to TIA Section 315(a) through 315(d)) shall be fully protected in relying upon,

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its the Chairman of the Board, its Vice Chairman of the Board, President or one any Vice President (which shall include any Executive Vice President and any Senior Vice President), and attested by the Secretary or Treasurer or any Assistant Secretary or Assistant Treasurer, of its the Company or, if the Company is a partnership, then by such Officer of the General Partner. The related Guarantees, if any, shall be executed on behalf of the Guarantor by the Guarantor’s Chairman of the Board, Vice PresidentsChairman of the Board, under its corporate seal reproduced thereonPresident or any Vice President (which shall include any Executive Vice President or any Senior Vice President), and attested by its Secretary or one of its Treasurer or any Assistant SecretariesSecretary or Assistant Treasurer. The signature of any of these officers on the Securities Securities, Guarantees and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities and Guarantees. Securities. Securities , Guarantees or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers Officers of the Company and, as applicable, the Guarantor shall bind the CompanyCompany or the Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to before the authentication and delivery of such Securities or Guarantees or did not hold such offices at the date of such Securities Securities, Guarantees or coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon Guarantees or coupons appertaining thereto, executed by the Company and, as applicable, the Guarantor, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such SecuritiesSecurities and Guarantees, and the Trustee in accordance with the Company Order shall authenticate and deliver such SecuritiesSecurities and Guarantees; PROVIDEDprovided, HOWEVERhowever, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER provided further that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDELClearstream, as the case may be, in substantially the form set forth in Exhibit B-1 A-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to before the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section 303 and Section 304, the notation of a beneficial owner's ’s interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's ’s interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceledcancelled. If all the Securities of any series are not to be issued at one time and if the terms of such series as established in or pursuant to a Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. In authenticating such SecuritiesSecurities of any series, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to TIA Section 315(a) through 315(d)) shall be fully protected in relying upon,

Authentication, Delivery and Dating. The Securities and any coupons Coupons appertaining thereto shall be executed on behalf of the Company by its Chairman of the Board, Deputy Chairman, one of its Vice Chairmen, its President or one of its Vice Presidents, Presidents under its corporate seal reproduced thereon, thereon and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities and coupons any Coupons appertaining thereto may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities or coupons and Coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or couponsSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon Coupons appertaining thereto, executed by the Company Company, to the Trustee for authentication, together and, provided that the Board Resolution or Resolutions and Officers' Certificate or supplemental indenture or indentures with respect to such Securities referred to in Section 301 and a Company Order for the authentication and delivery of such Securities, and has been delivered to the Trustee, the Trustee in accordance with the Company Order and subject to the provisions hereof of such Securities shall authenticate and deliver such Securities; PROVIDED, HOWEVER, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such SecuritiesSecurities and any Coupons appertaining thereto, the Trustee shall be entitled to receive, and (subject to TIA Section Sections 315(a) through 315(d)315(b) of the Trust Indenture Act) shall be fully protected in relying upon,

Authentication, Delivery and Dating. The ---------------------------------------------- Securities and any coupons appertaining thereto shall be executed on behalf of the Operating Partnership by the Company in its capacity as general partner of the Operating Partnership by its the Chairman of the BoardBoard of Trustees, its the President, a Vice President or the Treasurer of the Company, under the Company's corporate seal reproduced thereon, and attested by the Company's or one of its Assistant Secretaries. The Company agrees to execute a Guarantee on each Guaranteed Security authenticated and delivered by the Trustee. Guarantees shall be executed on behalf of the Company by the Chairman of the Board of Trustees, the President, a Vice PresidentsPresident or the Treasurer of the Company, under its corporate seal reproduced thereon, and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities Securities, any related Guarantees and any coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities, any related Guarantees and any coupons. Securities Any Securities, any related Guarantees or any coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Operating Partnership or the Company, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or any related Guarantees or did not hold such offices at the date of such Securities Securities, any related Guarantees or any coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company Operating Partnership may deliver Securities of any series, together with any coupon appertaining theretocoupons, executed by the Operating Partnership, and together with any related Guarantees, executed by the Company to the Trustee for authentication, together with a Company an Operating Partnership Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such SecuritiesSecurities in accordance with the Operating Partnership Order; PROVIDEDprovided, HOWEVERhowever, that, in connection with its original -------- ------- issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER provided, further, that, unless otherwise -------- ------- specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive received such Bearer Security shall have has furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 A-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all of the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permitpermits, such Company Operating Partnership Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as the interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, any related Guarantees and any coupons appertaining thereto, the Trustee shall be entitled to receive, and (subject to TIA Section 315(a) through 315(d)) of the Trust Indenture Act) shall be fully protected in relying upon,on:

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman of the BoardChief Executive Officer, its President President, a Vice President, its General Manager, its Treasurer, an Assistant Treasurer or one the Person exercising similar authority on behalf of its Vice Presidents, under its corporate seal reproduced thereonany other obligor on the Securities, and attested which need not be attested. The Securities of any series shall be executed by its Secretary or one of its Assistant Secretariessuch additional officer, if any, as shall be specified pursuant to Section 301 hereof. The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities or coupons bearing the manual or facsimile signatures signature of individuals any individual who were was at any time the proper officers officer of the Company shall bind the Company, notwithstanding that such individuals or any of them have individual has ceased to hold such offices office prior to the authentication and delivery of such Securities or did not hold such offices office at the date of authentication of such Securities or couponsSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining thereto, series executed by the Company to the Trustee for authentication, or, in the case of Securities offered in a Periodic Offering, from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of electronic instructions from the Company or its duly authorized agents, promptly confirmed in writing by the Company) acceptable to the Trustee as may be specified from time to time by a Company Order for the specific terms of the Securities being so offered, together with (i) a Company Order for the authentication and delivery of such Securities, (ii) an Officers' Certificate stating that (x) the Company is not, and upon the authentication by the Trustee of the series of Securities, will not be in default under any of the terms or covenants contained in the Indenture, and (y) all conditions that must be met by the Company to issue Securities under the Indenture have been met, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities; PROVIDED, HOWEVER, that. In addition, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. 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 TIA Section 315(a) through 315(d)601 hereof) shall be fully protected in relying upon, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company Corporation by its Chairman of the Board, its Chief Executive Officer, its President, a Vice President or one of its Vice Presidentsthe Treasurer, under its corporate seal reproduced thereon, and thereon (which may be by facsimile) attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company Corporation shall bind the CompanyCorporation, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or couponsSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company Corporation may deliver Securities of any series, together with any coupon appertaining thereto, series executed by the Company Corporation to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities; PROVIDED, HOWEVERprovided, thathowever, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location that in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series case of Securities pursuant offered in a -------- ------- Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to Section 301, a Bearer Security may be delivered time in connection accordance with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Corporation or its duly authorized agents, promptly confirmed in writing) acceptable to the Trustee as may be specified with respect to any series of Securities by or pursuant to Section 301, dated no earlier than 15 days a Company Order delivered to the Trustee prior to the earlier time of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms authentication of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions as permitted by Sections 201 and 301, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. In 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 TIA Section 315(a) through 315(d)601) shall be fully protected in relying upon, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman of the Board, its President Chief Executive Officer, its President, its Chief Financial Officer or one of its Vice Presidents, under its corporate seal reproduced thereon, and thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or couponsSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining thereto, series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver or make available for delivery such Securities; PROVIDEDprovided, HOWEVERhowever, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location that in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series case of Securities pursuant of a -------- ------- series that are not to Section 301be originally issued at one time, a Bearer Security may be delivered the Trustee shall authenticate and deliver or make available for delivery such Securities from time to time in connection accordance with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Company or its duly authorized agents, promptly confirmed in writing) acceptable to the Trustee as may be specified with respect to any series of Securities by or pursuant to Section 301, dated no earlier than 15 days a Company Order delivered to the Trustee prior to the earlier time of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms authentication of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series. If the form or forms or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Sections 201 and 301, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. In 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 TIA Section 315(a) through 315(d)601) shall be fully protected in relying upon, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman of the Board, its President or President, one of its Vice PresidentsPresidents or any other duly authorized officer, under its corporate seal affixed thereto or reproduced thereon, and thereon attested by its Secretary or Secretary, one of its Assistant SecretariesSecretaries or any other duly authorized officer. The signature of any or all of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or couponsSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining thereto, series executed by the Company to the Trustee for authenticationauthentication and delivery, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the such Company Order shall authenticate and deliver such Securities; PROVIDEDprovided, HOWEVERhowever, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any Securities of a series of Securities pursuant subject to Section 301a Periodic Offering, a Bearer Security (a) such Company Order may be delivered in connection with its by the Company 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 issuance only if the Person entitled issue from time to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may betime, in an aggregate principal amount not exceeding the form set forth in Exhibit B-1 aggregate principal amount established for such series, all pursuant to this Indenture a Company Order or pursuant to such other certificate procedures acceptable to the Trustee as may be specified with respect from time to time by a Company Order, (c) the maturity date or dates, original issue date or dates, interest rate or rates and any series other terms of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permitbe determined by Company Order or pursuant to such procedures and (d) if provided for in such procedures, such Company Order may set forth procedures acceptable authorize authentication and delivery pursuant to oral or electronic instructions from the Trustee for the issuance of such Securities and determining the terms of particular Securities of such seriesCompany or its duly authorized agent or agents, such as interest rate or formula, maturity date, date of issuance and date from which interest oral instructions shall accruebe promptly confirmed in writing. In authenticating such SecuritiesSecurities of any series, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to TIA Section 315(a) through 315(d)901) shall be fully protected in relying upon,, an Opinion of Counsel stating

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company Partnership by its the Chairman of the Board, its Chief Executive Officer, Chief Financial Officer, President or one any Vice President of its Vice Presidents, under its corporate seal reproduced thereon, the Managing General Partner and attested by its Secretary or one of its Assistant Secretariesneed not be attested. The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company Managing General Partner shall bind the CompanyPartnership, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or couponsSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company Partnership may deliver Securities of any series, together with any coupon appertaining thereto, series executed by the Company Partnership to the Trustee for authentication, together with a Company Partnership Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Partnership Order shall authenticate and deliver such Securities; PROVIDEDprovided, HOWEVERhowever, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location that in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series case of Securities pursuant offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to Section 301, a Bearer Security may be delivered time in connection accordance with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Partnership or its duly authorized agents, thereafter promptly confirmed in writing) acceptable to the Trustee as may be specified with respect to any series of Securities by or pursuant to Section 301, dated no earlier than 15 days a Partnership Order delivered to the Trustee prior to the earlier time of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms authentication of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Sections 201 and 301, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. In 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 TIA Section 315(a) through 315(d)601) shall be fully protected in relying upon, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company Issuer by its Chairman of the Board, its President Chief Executive Officer, President, Chief Financial Officer or one of its Executive Vice Presidents, under its corporate seal reproduced thereonSenior Vice Presidents or Vice Presidents. The related Guarantees, and attested if any, shall be executed on behalf of the Guarantor by its Secretary the Guarantor’s Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer or one of its Assistant SecretariesExecutive Vice Presidents, Senior Vice Presidents or Vice Presidents. The signature of any of these officers on the Securities and coupons Guarantees, if any, may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the SecuritiesSecurities and Guarantees. Securities or coupons Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company Issuer or, as applicable, the Guarantor, shall bind the CompanyIssuer or the Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to before the authentication and delivery of such Securities or Guarantees or did not hold such offices at the date of such Securities or couponsGuarantees. At any time and from time to time after the execution and delivery of this Indenture, the Company Issuer may deliver Securities of any series, together with any coupon appertaining theretoGuarantees, executed by the Company Issuer to the Trustee for authentication, together with a Company an Issuer Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Issuer Order shall authenticate and deliver such Securities; PROVIDED, HOWEVER, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the terms of such series as established in or pursuant to a Board Resolution or supplemental indenture establishing such series shall so permit, such Company Issuer Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. In authenticating such SecuritiesSecurities of any series, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to TIA Section 315(a) through 315(d)) shall be fully protected in relying upon,

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman of the BoardChairman, its Vice Chairman, its President or one of its Vice Presidents, under its corporate seal reproduced thereon, and thereon attested by its Treasurer or Secretary or one of its Assistant Treasurers or Assistant Secretaries. The signature of any of these officers on the Securities and coupons may be manual or facsimile. Coupons shall bear the facsimile signatures signature of the present Treasurer or any future such authorized officer and may be imprinted or otherwise reproduced on Assistant Treasurer of the SecuritiesCompany. Securities or and coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at on the date of date(s) such Securities or couponswere issued. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon coupons appertaining thereto, executed by the Company to the Trustee for authentication, together with the Board Resolution and Officers' Certificate, supplemental indenture or other instrument with respect to such Securities referred to in Sections 201 and 301 and a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order and subject to the provisions hereof shall authenticate and deliver such Securities; PROVIDED, HOWEVER, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formularate, maturity date, date of issuance and date from which interest shall accrue. In authenticating such SecuritiesSecurities hereunder, and accepting the additional responsibilities under this Indenture in relation to such SecuritiesSecurities and any coupons appertaining thereto, the Trustee shall be entitled to receive, and (subject to TIA Section 315(a) through 315(d)601) shall be fully protected in relying upon,

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman of the BoardBoard of Trustees, its President Chief Financial Officer or one of its Vice Presidents, under its corporate seal reproduced thereon, and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities or coupons appertaining thereto bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining thereto, executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities; PROVIDEDprovided, HOWEVERhowever, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER provided further that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive received such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 A-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceledcancelled. If all of the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. 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 TIA Section 315(a) through 315(d)) shall be fully protected in relying upon,.

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company Operating Partnership by its Chairman the Chairman, the President, one of the Board, its President or one of its Vice Presidents, under its corporate seal reproduced thereonthe Treasurer, and attested by its one of the Assistant Treasurers, the Controller, the Secretary or one of its the Assistant SecretariesSecretaries of Holdings, as the sole general partner of the Operating Partnership. Coupons shall be executed on behalf of the Operating Partnership by the Chairman, the President or any Vice President of Holdings, as the sole general partner of the Operating Partnership. The signature of any of these officers on the Securities and coupons or any Coupons appertaining thereto may be manual or facsimile signatures facsimile. The Limited Guarantee shall be executed on behalf of the present or Limited Guarantor by any future such two duly authorized officer and signatories (which may include officers) of the Limited Guarantor. The signature of any of these signatories on the Limited Guarantee may be imprinted manual or otherwise reproduced on the Securitiesfacsimile. Securities or coupons and any Coupons appertaining thereto and the Limited Guarantee bearing the manual or facsimile signatures of individuals who were at any time the proper officers of Holdings, as the Company shall sole general partner of the Operating Partnership, or the Limited Guarantor, as applicable, shall, to the fullest extent permitted by law, bind the CompanyOperating Partnership and the Limited Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or couponsCoupons or the Limited Guarantee. At any time and from time to time after the execution and delivery of this Indenture, the Company Operating Partnership may deliver Securities of any seriesSecurities, together with any coupon Coupons appertaining thereto, executed by Holdings, as the Company sole general partner of the Operating Partnership, to the Trustee for authenticationauthentication and, together provided that the Board Resolution and Officers’ Certificate on behalf of the Operating Partnership or supplemental indenture or indentures with a Company respect to such Securities referred to in Section 301 and an Operating Partnership Order for the authentication and delivery of such SecuritiesSecurities have been delivered to the Trustee, and the Trustee in accordance with the Company Operating Partnership Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities; PROVIDED. The delivery of any Security by the Trustee, HOWEVERafter the authentication thereof hereunder, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier constitute due delivery of the date Limited Guarantee on which such Bearer Security is delivered and behalf of the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrueLimited Guarantor. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such SecuritiesSecurities and any Coupons appertaining thereto, the Trustee shall be entitled to receive, and (subject to TIA Section Sections 315(a) through 315(d)) of the Trust Indenture Act) shall be fully protected in conclusively relying upon,, an Opinion of Counsel to the following effect, which Opinion of Counsel may contain such assumptions, qualifications and limitations as such counsel and Trustee shall deem appropriate:

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman of the Board, its President or one of its Senior Vice Presidents, under its corporate seal reproduced thereon, and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to before the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining thereto, executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities; PROVIDEDprovided, HOWEVERhowever, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER provided further that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to before the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section 303 and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceledcancelled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. 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 TIA Section 315(a) through 315(d)) shall be fully protected in relying upon,

Authentication, Delivery and Dating. The Securities ---------------------------------------------- and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman of the Board, its President or one of its Vice Presidents, under its corporate seal reproduced thereonan Authorized Officer, and attested by its Secretary or one an Authorized Officer of its Assistant Secretariesthe Company. The signature of any of these officers on the Securities and any coupons may be manual or facsimile signatures of the present or any future such authorized officer Authorized Officer and may be imprinted or otherwise reproduced on the SecuritiesSecurities and such coupons. Any Securities or any coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, Company notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or any coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining theretocoupons, executed by the Company Company, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee shall authenticate and deliver such Securities in accordance with the Company Order shall authenticate and deliver such SecuritiesOrder; PROVIDEDprovided, HOWEVERhowever, that, in connection with its original -------- ------- issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER provided, further, that, unless otherwise -------- ------- specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have has furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 A-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all of the Securities of any series are not to be issued at one time and if the Board Resolution Resolution, Company Certificate or supplemental indenture Supplemental Indenture establishing such series shall so permitpermits, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as the interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such SecuritiesSecurities and any coupons appertaining thereto, the Trustee shall be entitled to receive, and (to the extent this Indenture is qualified, subject to TIA Section 315(a) through 315(d)) of the Trust Indenture Act) shall be fully protected in relying upon,on:

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto Guarantee to be endorsed thereon shall be executed on behalf of the Company or the related Guarantor, as applicable, by its Chairman of the BoardChairman, its President the Chief Executive Officer or one of its the Presidents or Vice PresidentsPresidents of the Company, under its or such Guarantor, and may (but need not) have the Company’s or the Guarantor’s, as applicable, corporate seal or a facsimile thereof reproduced thereon, and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities or coupons and any related Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall or any Guarantor, as applicable, shall, to the fullest extent permitted by law, bind the CompanyCompany or such Guarantor, as applicable, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or the Securities upon which any such Guarantee is endorsed or did not hold such offices at the date of such Securities or couponsany such related Guarantee. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining thereto, executed by the Company to the Trustee for authenticationauthentication and, together provided that the Board Resolutions and Officer’s Certificate or supplemental indenture or indentures with respect to such Securities referred to in Section 301 and a Company Order for the authentication and delivery of such SecuritiesSecurities have been delivered to the Trustee, and the Trustee in accordance with the Company Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities; PROVIDED, HOWEVER, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. 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 TIA Section Sections 315(a) through 315(d)) of the Trust Indenture Act) shall be fully protected in conclusively relying upon,, an Opinion of Counsel to the following effect:

Authentication, Delivery and Dating. The Securities ---------------------------------------------- and any coupons appertaining thereto shall be executed on behalf of the Company by its the Chairman or a Co-Chairman, Managing Director, Senior Vice President, Vice President or the Treasurer of the Board, its President or one of its Vice PresidentsCompany, under its the Company's corporate seal reproduced thereon, and attested by its the Company's Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities and any coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the SecuritiesSecurities and such coupons. Any Securities or any coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, Company notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or any coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining theretocoupons, executed by the Company Company, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee shall authenticate and deliver such Securities in accordance with the Company Order shall authenticate and deliver such SecuritiesOrder; PROVIDEDprovided, HOWEVERhowever, that, in connection with its original -------- ------- issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER provided, further, that, unless otherwise -------- ------- specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive received such Bearer Security shall have has furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 A-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all of the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permitpermits, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as the interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such SecuritiesSecurities and any coupons appertaining thereto, the Trustee shall be entitled to receive, and (subject to TIA Section 315(a) through 315(d)) of the Trust Indenture Act) shall be fully protected in relying upon,on:

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company Issuer by the General Partner by its Chairman of the Board, its President Chief Executive Officer, President, Chief Operating Officer or one of its Vice Presidents, under its corporate seal reproduced thereon, Presidents (whether or not designated by a number or word or words added before or after the title "vice president") and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company Issuer shall bind the CompanyIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or couponsSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company Issuer may deliver the Securities of any series, together with any coupon appertaining thereto, series executed by the Company Issuer to the Trustee for authentication, together with a Company an Issuer Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Issuer Order shall authenticate and deliver such Securities; PROVIDED, HOWEVER, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Issuer Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. 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 TIA Section 315(a) through 315(d)) shall be fully protected in relying upon,:

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by one of its Chairman of the Board, its President President, its Chief Executive Officer, its Chief Financial Officer or one of its Vice Presidents, under its corporate seal reproduced thereon, and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or couponsSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining thereto, executed by the Company to the Trustee (with Guarantees, if any, endorsed thereon) for authentication, together with a Company Order for the authentication and delivery of such SecuritiesSecurities which order shall set forth the number of separate Securities certificates, the principal amount of each of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the Holder of each of the Securities and delivery instructions; and the Trustee in accordance with the such Company Order shall authenticate and deliver such Securities; PROVIDED, HOWEVER, that, Securities as provided in connection with its original issuance, no Bearer this Indenture and not otherwise. Each Security shall be mailed dated the date of its authentication (it being understood and agreed that the amended and restated Global Securities authenticated on or otherwise delivered to any location in about the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security Amendment No. 1 Effective Date may be delivered in connection with its original issuance only if dated as of the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, Issue Date as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue2.02). 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 (and, subject to TIA Section 315(a) through 315(d)) 6.01, shall be fully protected in relying upon,: A copy of the resolution or resolutions of the Board of Directors in or pursuant to which the terms and form of the Securities were established, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect as of the date of such certificate, and if the terms and form of such Securities are established by an Officers’ Certificate pursuant to general authorization of the Board of Directors, such Officers’ Certificate; an executed supplemental indenture, if any; an Officers’ Certificate delivered in accordance with Section 1.03; and an Opinion of Counsel which shall state: that the form of such Securities has been established by a supplemental indenture or by or pursuant to a resolution of the Board of Directors in accordance and in conformity with the provisions of this Indenture; that the terms of such Securities have been established in accordance with Section 2.01 and in conformity with the other provisions of this Indenture; that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles; and that all laws and requirements in respect of the execution and delivery by the Company of such Securities have been complied with. No Security or Guarantee, if any, endorsed thereon shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. In case the Company, or any Guarantor, if any, pursuant to Article Eight, shall, in a single transaction or through a series of related transactions, be consolidated or merged with or into any other Person or shall sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person, and the successor Person resulting from such consolidation or surviving such merger, or into which the Company, or such Guarantor shall have been merged, or the successor Person which shall have participated in the sale, assignment, conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Request of the successor Person, shall authenticate and deliver Securities as specified in such request for the purpose of such exchange. If Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 3.03 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Securities at the time Outstanding for Securities authenticated and delivered in such new name. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities on behalf of the Trustee. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Security Registrar or Paying Agent to deal with the Company and its Affiliates. The Company agrees to pay each Authenticating Agent from time to time reasonable compensation including reimbursement of its reasonable expenses for its services under this Indenture. If an officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates such Security such Security shall be valid nevertheless.

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company Partnership by its Chairman the Chief Executive Officer, Chief Financial Officer, President or any Vice President of the Board, its President or one of its Vice Presidents, under its corporate seal reproduced thereon, General Partner and attested by its Secretary or one of its Assistant Secretariesneed not be attested. The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company General Partner shall bind the CompanyPartnership, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or couponsSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company Partnership may deliver Securities of any series, together with any coupon appertaining thereto, series executed by the Company Partnership to the Trustee for authentication, together with a Company Partnership Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Partnership Order shall authenticate and deliver such Securities; PROVIDED, HOWEVER, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location that in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series case of Securities pursuant offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to Section 301, a Bearer Security may be delivered time in connection accordance with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Partnership or its duly authorized agents, thereafter promptly confirmed in writing) acceptable to the Trustee as may be specified with respect to any series of Securities by or pursuant to Section 301, dated no earlier than 15 days a Partnership Order delivered to the Trustee prior to the earlier time of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms authentication of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Sections 201 and 301, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. In in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive such documents as it may reasonably request. The Trustee shall also be entitled to receive, and (subject to TIA Section 315(a) through 315(d)601) shall be fully protected in relying upon, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President, a Vice President or one of its Vice Presidents, under its corporate seal reproduced thereonthe Treasurer, and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or couponsSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining thereto, series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee Trustee, in accordance with the Company Order shall authenticate and deliver such Securities; PROVIDED, HOWEVERprovided, thathowever, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location that in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series case of Securities pursuant offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to Section 301, a Bearer Security may be delivered time in connection accordance with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Company or its duly authorized agents, promptly confirmed in writing) acceptable to the Trustee as may be specified with respect to any series of Securities by or pursuant to Section 301a Company Order, dated no earlier than 15 days delivered to the Trustee prior to the earlier time of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms authentication of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions as permitted by Sections 201 and 301, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. In in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, receive and (subject to TIA Section 315(a) through 315(d)601) shall be fully protected in relying upon, any Board Resolution and/or Officer's Certificate referred to in Sections 201 and 301 by or pursuant to which the forms and terms of the Securities were established, an Officer'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 in conformity with Sections 201 and 301 and comply with this Indenture and covering such other matters as the Trustee may reasonably request, and an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities and any related coupons appertaining thereto shall be executed on behalf of the Company by its Chairman of the Board, a Vice Chairman of the Board, or its President or one of its Vice Presidents, . The Securities shall be so executed under its the corporate seal of the Company reproduced thereon, thereon and attested to by its Secretary or any one of its Assistant Secretaries. The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities or and coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or couponsSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series together with any coupon coupons appertaining thereto, executed by the Company to the Trustee for the Securities of such series for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee such Trustee, in accordance with the Company Order Order, shall authenticate and deliver such Securities; PROVIDEDprovided, HOWEVERhowever, that, during the "restricted period" (as defined in connection with its original issuanceSection 1.163-5(c)(2)(i)(D)(7) of the United States Treasury Regulations), no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER thatprovided, unless otherwise specified with respect to any series of Securities pursuant to Section 301further, that a Bearer Security may be delivered outside the United States in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished to the Trustee for the Securities of such series a certificate to Euroclear or CEDEL, as the case may be, substantially in the form set forth in Exhibit B-1 A to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global global Security shall be deemed to be delivery in connection with its the original issuance of such beneficial owner's interest in such permanent Global global Security. Except as permitted by Section 306306 or 307, the Trustee for the Securities of a series shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured other than matured coupons in default have been detached and canceledcancelled. If all the Securities of any one series are not to be issued at one time and if the a Board Resolution or supplemental indenture establishing relating to such series Securities shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such seriesSecurities, such as including, without limitation, procedures with respect to interest rate or formularate, maturity dateStated Maturity, date of issuance and date from which interest interest, if any, shall accrue. In authenticating 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 to Sections 102 and 201 at or prior to the time of authentication of each Security of such Securitiesseries if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Registered Security shall be dated the date of its authentication, and accepting and, unless otherwise specified as contemplated by Section 301, each Bearer Security shall be dated as of the additional responsibilities under this Indenture in relation date of original issuance of the first Security of such series to such Securities, the Trustee be issued. No Security or coupon appertaining thereto shall be entitled to receiveany benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein manually executed by the Trustee for such Security or on its behalf pursuant to Section 614, and (subject to TIA Section 315(a) through 315(d)) such certificate upon any Security shall be fully protected conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Each Depositary designated pursuant to Section 301 for a global Security in relying upon,registered form must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and any other applicable statute or regulation.

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman of the Board, its President or one of its Vice Presidents, under its corporate seal reproduced thereon, and thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or couponsSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company Company, having endorsed thereon the Subsidiary Guarantee executed under Section 1302 by the Subsidiary Guarantors, may deliver Securities of any series, together with any coupon appertaining thereto, executed by the Company to the Trustee Authenticating Agent for authentication, together with a Company Order for the authentication and delivery of such SecuritiesSecurities with the Subsidiary Guarantee of the Subsidiary Guarantors endorsed thereon; provided, however, that after $85 million aggregate principal amount of Securities have been authenticated (other than Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906 or 1108 or in connection with an Offer to Purchase pursuant to Section 1015, 1016 or 1017), such Company Order shall be accompanied by an Officers' Certificate demonstrating that the issuance of the Securities is in compliance with Section 1008 hereof; and the Trustee Authenticating Agent in accordance with the such Company Order shall authenticate and deliver such Securities; PROVIDED, HOWEVER, that, Securities with the Subsidiary Guarantee of the Subsidiary Guarantors endorsed thereon as in connection with its original issuance, no Bearer this Indenture provided and not otherwise. Each Security shall be mailed dated the date of its authentication. No Security or otherwise delivered Subsidiary Guarantee endorsed thereon shall be entitled to any location in the United States; and PROVIDED FURTHER that, benefit under this Indenture or be valid or obligatory for any purpose unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer there appears on such Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, of authentication substantially in the form set forth in Exhibit B-1 to this Indenture or provided for herein executed by the Authenticating Agent by manual signature, and such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If upon any Security shall be represented by a permanent global Bearer Securityconclusive evidence, thenand the only evidence, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of that such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured Subsidiary Guarantee endorsed thereon have been detached duly authenticated and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. 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 TIA Section 315(a) through 315(d)) shall be fully protected in relying upon,delivered hereunder.

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman Chairman, its President, its Chief Executive Officer, its Chief Financial Officer or a Vice-President, together with any one of the BoardCorporate Secretary, its President or one of its Vice PresidentsAssistant Corporate Secretary, under its corporate seal reproduced thereon, and attested by its Secretary the Treasurer or one of its an Assistant SecretariesTreasurer. The signature of any of these officers on the Securities and or coupons may be the manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series together with any coupon appertaining thereto, executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the such Company Order shall authenticate and deliver such Securities; PROVIDED, HOWEVER, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER FURTHER, that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 A-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301Indenture, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceledcancelled. If not all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, series such as interest rate or formularate, maturity datestated maturity, date of issuance and date from which interest shall accrue. 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 TIA Section Sections 315(a) through 315(d)) shall be fully protected in relying upon,, one or more Opinions of Counsel stating:

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company Issuer by the General Partner acting in its capacity as sole managing general partner of the Issuer by the General Partner's Chairman of the Board, one of its President Vice Chairmen, its President, its Treasurer or one of its Vice Presidents, Presidents under its corporate seal reproduced thereon, thereon and attested by its Secretary or one of its Assistant Secretaries. Coupons shall be executed on behalf of the Issuer by the General Partner acting in its capacity as sole managing general partner of the Issuer by the General Partner's Treasurer or any Assistant Treasurer. The signature of any of these officers on the Securities and coupons or any Coupons appertaining thereto may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities or coupons and any Coupons appertaining thereto bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company Issuer shall bind the CompanyIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or couponsCoupons. At any time and from time to time after the execution and delivery of this Indenture, the Company Issuer may deliver Securities of any seriesSecurities, together with any coupon Coupons appertaining thereto, executed by the Company Issuer, to the Trustee for authenticationauthentication and, together provided that the Board Resolution and Officers' Certificate or supplemental indenture or indentures with a Company respect to such Securities referred to in Section 301 and an Issuer Order for the authentication and delivery of such SecuritiesSecurities have been delivered to the Trustee, and the Trustee in accordance with the Company Issuer Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities; PROVIDED, HOWEVER, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such SecuritiesSecurities and any Coupons appertaining thereto, the Trustee shall be entitled to receive, and (subject to TIA Section Sections 315(a) through 315(d)) of the Trust Indenture Act) shall be fully protected in relying upon,

Authentication, Delivery and Dating. The Debt Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman of the Board, its President or one of its Vice Presidents, under its corporate seal reproduced thereon, Presidents and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Debt Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Debt Securities. Debt Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities securities or did not hold such offices at the date of such Debt Securities or coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Debt Securities of any series, together with any coupon appertaining thereto, executed by the Company to the Trustee for authentication, together with a Company Order order for the authentication and delivery of such Debt Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Debt Securities; PROVIDED, HOWEVER, that, in connection with its original issuance, no Bearer Debt Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series of Debt Securities pursuant to Section 301, a Bearer Debt Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Debt Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 A-1 to this Indenture or such other certificate as may be specified with respect to any series of Debt Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Debt Security is delivered and the date on which any temporary Debt Security first becomes exchangeable for such Bearer Debt Security in accordance with the terms of such temporary Debt Security and this Indenture. If any Debt Security shall be represented by a permanent global Bearer Debt Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Debt Security or upon exchange of a portion of a temporary Global global Debt Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global global Debt Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Debt Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Debt Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Debt Securities and determining the terms of particular Debt Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. In authenticating such Debt Securities, and accepting the additional responsibilities under this Indenture in relation to such Debt Securities, the Trustee shall be entitled to receive, and (subject to TIA Section 315(a) through 315(d)) shall be fully protected in relying upon,

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman of the Board, its President or one of its Vice Presidents, under its corporate seal reproduced thereon, and thereon attested by its Corporate Secretary or one of its Assistant Corporate Secretaries. The signature of any of these officers on the Securities and coupons may be manual or facsimile. Coupons shall bear the facsimile signatures signature of the present Treasurer or any future such authorized officer and may be imprinted or otherwise reproduced on Assistant Treasurer of the SecuritiesCompany. Securities or and coupons bearing the manual or facsimile signatures of individuals who were at any time relevant to the authorization thereof the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or couponsSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining thereto, series executed by on behalf of the Company to the Trustee for authentication, authentication by the Trustee together with a an Order of the Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company such Order shall authenticate and deliver such Securities; PROVIDEDprovided, HOWEVERhowever, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only outside the United States and only if the Trustee shall have received from the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate as may be specified required by Section 311; provided, further, that, with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of series constituting a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306medium term note program, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, for original issue from time to time in the aggregate principal amount established for such Company Order may set forth series pursuant to such procedures acceptable to the Trustee for and to such recipients as may be specified from time to time by an Order of the issuance of such Securities Company. The maturity dates, original issue dates, interest rates and determining the any other terms of particular the Securities of such seriesseries shall be determined by or pursuant to such Order of the Company and procedures. If provided for in such procedures, such as interest rate Order of the Company may authorize authentication and delivery pursuant to oral instructions from the Company or formulaits duly authorized agent, maturity date, date of issuance and date from which interest instructions shall accruebe 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 receive, and (subject to TIA Section Sections 315(a) through 315(d)) of the Trust Indenture Act) shall be fully protected in relying upon,:

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman of the BoardChairman, its President President, a Vice Chairman, any Vice President, its Treasurer or one of its Vice PresidentsAssistant Treasurer, under its corporate seal reproduced thereon, and thereon attested by its Corporate Secretary or one of its Assistant Corporate Secretaries. The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures facsimile. The Guarantees shall be executed on behalf of the present Guarantor by its Chairman, its President, a Vice Chairman, any Vice President, its Treasurer or Assistant Treasurer, under its corporate seal reproduced thereon and attested by its Corporate Secretary or one of its Assistant Corporate Secretaries. The signature of any future such authorized officer of these officers on the Guarantees may be manual or facsimile. The seal of the Company or the Guarantor, as the case may be, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or of the Guarantor shall bind the CompanyCompany or the Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities Securities. Minor typographical and other minor errors in the text of any Security or couponsthe Guarantee endorsed thereon or minor defects in the seal or facsimile signature on any Security or the Guarantee endorsed thereon shall not affect the validity or enforceability of such Security or such Guaranty if such Security has been duly authenticated and delivered by the Trustee. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining thereto, series executed by the Company and having endorsed thereon Guarantees executed by the Guarantor to the Trustee for authentication, together with a Company Order of the Company for the authentication and delivery of such Securities, and the Trustee in accordance with the such Company Order shall authenticate and deliver such Securities; PROVIDED, HOWEVER, that, Securities having such Guarantees endorsed thereon. If the form or terms of the Securities of the series or the form of Guarantees endorsed thereon have been established in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear one or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except more Board Resolutions as permitted by Section 306Sections 201 and 301, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. In in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such SecuritiesSecurities and Guarantees endorsed thereon, the Trustee shall be entitled to receive, and (subject to TIA Section 315(a) through 315(d)601) shall be fully protected in relying upon, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman of the BoardChairman, any Vice Chairman, its President President, any Executive or Senior Vice President, or one of its Vice Presidents, Presidents under its corporate seal (if any), reproduced thereon, and thereon (which may be facsimile) attested by its Secretary or one of its Assistant Secretaries. The Securities of any series shall be executed by such additional officer, if any, as shall be specified pursuant to Section 301 hereof. The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them therein have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices office at the date of authentication of such Securities or couponsSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining thereto, series executed by the Company to the Trustee for authentication, or, in the case of Securities offered in a Periodic Offering, from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of electronic instructions from the Company or its duly authorized agents, promptly confirmed in writing by the Company) acceptable to the Trustee as may be specified from time to time by a Company Order for the specific terms of the Securities being so offered, together with (i) a Company Order for the authentication and delivery of such Securities, (ii) an Officers' Certificate stating that (x) the Company is not, and upon the authentication by the Trustee of the series of Securities, will not be in default under any of the terms or covenants contained in the Indenture, and (y) all conditions that must be met by the Company to issue Securities under the Indenture have been met, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities; PROVIDED, HOWEVER, that, . If the form or terms of the Securities of the series have been established in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear one or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except more Board Resolutions as permitted by Section 306Sections 201 and 301 hereof, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. In 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 TIA Section 315(a) through 315(d)601 hereof) shall be fully protected in relying upon, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of Mediacom Broadband LLC by the Company chairman of the Board of Directors, the president or one of the vice presidents, under the corporate seal reproduced thereon attested by the secretary or one of the assistant secretaries, of its managing member and on behalf of Mediacom Broadband Corporation by its Chairman chairman of the BoardBoard of Directors, its President president or one of its Vice Presidentsvice presidents, under its corporate seal reproduced thereon, and thereon attested by its Secretary secretary or one of its Assistant Secretariesassistant secretaries. The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities or coupons bearing the manual or facsimile signatures of individuals who were were, in the case of Mediacom Broadband LLC, at any time the proper officers of its managing member and, in the Company case of Mediacom Broadband Corporation, at any time the proper officers of Mediacom Broadband Corporation shall bind Mediacom Broadband LLC and Mediacom Broadband Corporation, as the Companycase may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or couponsSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company Issuers may deliver Securities of any series, together with any coupon appertaining thereto, series executed by the Company Issuers to the Trustee for authentication, together with a Company an Issuers Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Issuers Order shall authenticate and deliver such Securities; PROVIDED, HOWEVER, that, . If the form or terms of the Securities of the series have been established in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear one or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered more Committee Resolutions and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except Board Resolutions as permitted by Sections 201 and 301, or by one or more indentures supplemental hereto as provided by Section 306901, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. In 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 TIA Section 315(a) through 315(d)601) shall be fully protected in relying upon, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company Issuer by its the General Partner's Chairman of the Board, its President or one of its Vice Presidents, under its corporate seal reproduced thereon, and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company General Partner shall bind the CompanyIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company Issuer may deliver Securities of any series, together with any coupon appertaining thereto, executed by the Company Issuer to the Trustee for authentication, together with a Company an Issuer Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Issuer Order shall authenticate and deliver such Securities; PROVIDED, HOWEVER, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 A-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceledcancelled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Issuer Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. 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 TIA Section 315(a) through 315(d)) of the TIA) shall be fully protected in relying upon,;

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company Operating Partnership by its Chairman of the BoardChairman, its President Chief Executive Officer, its President, its Chief Financial Officer or one of its Vice PresidentsPresidents and by its Treasurer, under one of its corporate seal reproduced thereonAssistant Treasurers, and attested by its Secretary or one of its Assistant SecretariesSecretaries and may (but need not) have the seal of the Operating Partnership or the General Partner or a facsimile thereof reproduced thereon. Coupons shall be executed on behalf of the Operating Partnership by its Chairman, its Chief Executive Officer, its President or any Vice Presidents. The signature of any of these officers on the Securities and coupons or any Coupons appertaining thereto may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities or coupons and any Coupons appertaining thereto bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall Operating Partnership shall, to the fullest extent permitted by law, bind the CompanyOperating Partnership, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or couponsCoupons. At any time and from time to time after the execution and delivery of this Indenture, the Company Operating Partnership may deliver Securities of any seriesSecurities, together with any coupon Coupons appertaining thereto, executed by the Company Operating Partnership, and, if applicable, together with Guarantees endorsed on the certificates evidencing such Securities executed by the Guarantor, to the Trustee for authenticationauthentication and, together provided that the Board Resolutions and Officer’s Certificates or supplemental indenture or indentures with respect to such Securities and any Guarantees thereof referred to in Section 301 and an Operating Partnership Order (or, if such Securities are guaranteed by the Guarantor, a Company combined Operating Partnership Order and Guarantor Order) for the authentication and delivery of such SecuritiesSecurities have been delivered to the Trustee, and the Trustee in accordance with the Company Operating Partnership Order (or the combined Operating Partnership Order and Guarantor Order, as applicable) and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities; PROVIDED. The delivery of any Security by the Trustee, HOWEVERafter the authentication thereof hereunder, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier constitute due delivery of the date Guarantee endorsed thereon on which such Bearer Security is delivered and behalf of the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrueGuarantor. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such SecuritiesSecurities and any Coupons appertaining thereto and any Guarantees thereof, the Trustee shall be entitled to receive, and (subject to TIA Section Sections 315(a) through 315(d)) of the Trust Indenture Act) shall be fully protected in relying upon,, an Opinion of Counsel to the following effect, which Opinion of Counsel may contain such assumptions, qualifications and limitations as such counsel shall deem appropriate:

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto SENs shall be executed manually or by facsimile on behalf of the Company by its Chairman of the Board, and/or its President or one of its any Vice Presidents, under its corporate seal reproduced thereon, and attested by its Secretary President or one of its Assistant Secretariesthe Treasurer. The signature of any of these officers on the Securities and coupons SENs may be the manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the SecuritiesSENs. Securities In case any officer of the Company who shall have signed any of the SENs shall cease to be such officer before the SEN so signed shall be authenticated and delivered by the Trustee or coupons bearing disposed of by the manual Company, such SEN nevertheless may be authenticated and delivered or facsimile signatures disposed of individuals as though the person who were signed such SEN had not ceased to be such officer of the Company; and any SEN may be signed on behalf of the Company by such person as, at any time the actual date of the execution of such SEN, shall be the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices although at the date of the execution and delivery of this Indenture any such Securities or couponsperson was not an officer. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities SENs of any series, together with any coupon appertaining theretoSeries, executed by the Company and 46 33 having Guarantees endorsed thereon to the Trustee for authentication, together with a Company Order for the authentication and delivery of such SecuritiesSENs, and the Trustee in accordance with the such Company Order shall authenticate and deliver such Securities; PROVIDED, HOWEVER, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to SENs without any location in further action by the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this IndentureCompany. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities SENs of any series Series are not to be issued at one time and if the Board Resolution or supplemental indenture and Supplemental Indenture establishing such series Series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities SENs and determining the terms of particular Securities SENs of such series, Series such as interest rate or formularate, maturity date, date of issuance and date from which interest shall accrue. In authenticating such SecuritiesSENs, and accepting the additional responsibilities under this Indenture in relation to such SecuritiesSENs, the Trustee shall be entitled to receive, and (subject to TIA Section Sections 315(a) through 315(d)) shall be fully protected in relying upon,

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto Guarantee to be endorsed thereon shall be executed on behalf of the Company Operating Partnership or the related Guarantor, as applicable, by its Chairman of the BoardChairman, its the President or one of its the Vice Presidents, under its or the Chief Financial Officer of the Company, on behalf of the Operating Partnership or such Guarantor, and may (but need not) have the Company’s or the Guarantor’s, as applicable, corporate seal or a facsimile thereof reproduced thereon, and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities or coupons and any related Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall Company, on behalf of the Operating Partnership or any Guarantor, as applicable, shall, to the fullest extent permitted by law, bind the CompanyOperating Partnership or such Guarantor, as applicable, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or the Securities upon which any such Guarantee is endorsed or did not hold such offices at the date of such Securities or couponsany such related Guarantee. At any time and from time to time after the execution and delivery of this Indenture, the Company Operating Partnership may deliver Securities of any series, together with any coupon appertaining thereto, executed by the Company Operating Partnership to the Trustee for authenticationauthentication and, together provided that the Board Resolutions and Officer’s Certificate or supplemental indenture or indentures with a Company respect to such Securities referred to in Section 301 and an Operating Partnership Order for the authentication and delivery of such SecuritiesSecurities have been delivered to the Trustee, and the Trustee in accordance with the Company Operating Partnership Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities; PROVIDED, HOWEVER, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. 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 TIA Section Sections 315(a) through 315(d)) of the Trust Indenture Act) shall be fully protected in conclusively relying upon,, an Officer’s Certificate stating that all conditions precedent to the issuance, authentication and delivery of such Securities have been satisfied and an Opinion of Counsel to the following effect:

Authentication, Delivery and Dating. The ---------------------------------------------- Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman a trustee and an executive officer of the Board, its President or one of its Vice Presidents, under its corporate seal reproduced thereon, Company and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers individuals on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and trustee and may be imprinted or otherwise reproduced on the Securities. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining thereto, executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities; PROVIDED, HOWEVERprovided however, that, in -------- ------- connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER provided further -------- ------- that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDELCedel, as the case may be, in the form set forth in Exhibit B-1 A-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceledcancelled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. 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 TIA Section 315(a) through 315(d)) shall be fully protected in to relying upon,.

Authentication, Delivery and Dating. The ---------------------------------------------- Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its the Chairman or a Co-Chairman, Managing Director, Senior Vice President, Vice President or the Treasurer of the Board, its President or one of its Vice PresidentsCompany, under its the Company's corporate seal reproduced thereon, and attested by its the Company's Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities and any coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the SecuritiesSecurities and such coupons. Any Securities or any coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, Company notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or any coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining theretocoupons, executed by the Company Company, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee shall authenticate and deliver such Securities in accordance with the Company Order shall authenticate and deliver such SecuritiesOrder; PROVIDEDprovided, HOWEVERhowever, that, in connection with its original -------- ------- issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER provided, further, that, unless otherwise -------- ------- specified with respect to any series of Securities pursuant to Section 301, a ----------- Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive received such Bearer Security shall have has furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 A-1 to this Indenture or such other certificate as may be specified with ----------- respect to any series of Securities pursuant to Section 301, dated no earlier ----------- than 15 fifteen (15) days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and ----------- deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all of the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permitpermits, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as the interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such SecuritiesSecurities and any coupons appertaining thereto, the Trustee shall be entitled to receive, and (subject to TIA Section 315(a) through 315(d)) of the Trust Indenture Act) shall be fully protected in relying upon,on:

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company and the Guarantees endorsed thereon shall be executed on behalf of the Guarantor by respectively its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents, under its corporate seal reproduced thereon, and thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities and coupons or Guarantees may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities or coupons and Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or the Guarantor, respectively, shall bind the CompanyCompany and, the Guarantor, respectively, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities and Guarantees or did not hold such offices at the date of such Securities or couponsand Guarantees. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining thereto, executed by the Company Company, and with Guarantees endorsed thereon executed by the Guarantor, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, ; and the Trustee in accordance with the such Company Order shall authenticate and deliver such Securities; PROVIDED, HOWEVER, that, Securities as in connection with its original issuance, no Bearer this Indenture provided and not otherwise. Each Security shall be mailed dated the date of its authentication. Each Guarantee shall be dated the date of the initial issuance of the Securities. No Security or otherwise delivered Guarantee thereon shall be entitled to any location in the United States; and PROVIDED FURTHER that, benefit under this Indenture or be valid or obligatory for any purpose unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer there appears on such Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, of authentication substantially in the form set forth in Exhibit B-1 to this Indenture or provided for herein executed by the Trustee by manual signature, and such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If upon any Security shall be represented by a permanent global Bearer Securityconclusive evidence, thenand the only evidence, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of that such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate has been duly authenticated and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. 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 TIA Section 315(a) through 315(d)) shall be fully protected in relying upon,delivered hereunder.

Authentication, Delivery and Dating. The ---------------------------------------------- Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman of the Board, its President or one of its Vice Presidents, under its corporate seal reproduced thereon, and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining thereto, executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities; PROVIDEDprovided, HOWEVER-------- however, that, in connection with its original issuance, no Bearer Security ------- shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER provided further that, unless otherwise specified with respect to any series of -------- ------- Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 A-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceledcancelled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. 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 TIA Section 315(a) through 315(d)) shall be fully protected in relying upon,

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by one of its Chairman of the Board, its President President, its Chief Executive Officer, its Chief Financial Officer or one of its Vice Presidents, under its corporate seal reproduced thereon, and attested by its Secretary or one of its Assistant Secretaries. The signature signatures of any of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or couponsSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining thereto, executed by the Company to the Trustee (with Guarantees endorsed thereon if required pursuant to the provisions of this Indenture) for authentication, together with a Company Order for the authentication and delivery of such Securities, ; and the Trustee in accordance with the such Company Order shall authenticate and deliver such Securities; PROVIDED, HOWEVER, that, Securities as provided in connection with its original issuance, no Bearer this Indenture and not otherwise. Each Security shall be mailed dated the date of its authentication. No Security or otherwise delivered Guarantee endorsed thereon shall be entitled to any location in the United States; and PROVIDED FURTHER that, benefit under this Indenture or be valid or obligatory for any purpose unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer there appears on such Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, of authentication substantially in the form set forth provided for herein duly executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. In case the Company or any Guarantor, pursuant to Article Eight, shall, in Exhibit B-1 a single transaction or through a series of related transactions, be consolidated or merged with or into any other Person or shall sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to this Indenture any Person, and the successor Person resulting from such consolidation or surviving such merger, or into which the Company or such Guarantor shall have been merged, or the successor Person which shall have participated in the sale, assignment, conveyance, transfer, lease or other certificate disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon the request of the successor Person, shall authenticate and deliver Securities as specified with respect to in such request for the purpose of such exchange. If Securities shall at any series time be authenticated and delivered in any new name of Securities a successor Person pursuant to this Section 301303 in exchange or substitution for or upon registration of transfer of any Securities, dated no earlier than 15 days prior such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Securities at the time Outstanding for Securities authenticated and delivered in such new name. The Trustee may appoint an authenticating agent acceptable to the earlier Company to authenticate Securities on behalf of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with Trustee. Unless limited by the terms of such temporary Security and appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this IndentureIndenture to authentication by the Trustee includes authentication by such agent. If An authenticating agent has the same rights as any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section Registrar or Paying Agent to deal with the Company and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. 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 TIA Section 315(a) through 315(d)) shall be fully protected in relying upon,Guarantors.

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman of the Board, its President a Company Officer or if two or more Persons share such office any one of its Vice Presidents, under its corporate seal reproduced thereon, and attested by its Secretary or one of its Assistant Secretariessuch Persons. The signature of any of these officers on the Securities and or coupons may be the manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series together with any coupon appertaining thereto, executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee Trustee, in accordance with the such Company Order shall authenticate and deliver such Securities; PROVIDEDprovided, HOWEVER, HOWEVER that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED provided FURTHER that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 A-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301Indenture, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a the beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceledcancelled. If not all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, series such as interest rate or formularate, maturity datestated maturity, date of issuance and date from which interest shall accrue. 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 TIA Section Sections 315(a) through 315(d)) shall be fully protected in relying upon,, an Opinion of Counsel stating:

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its the Chairman or a Co-Chairman, Managing Director, Senior Vice President, Vice President or the Treasurer of the Board, its President or one of its Vice PresidentsCompany, under its the Company's corporate seal reproduced thereon, and attested by its the Company's Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities and any coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the SecuritiesSecurities and such coupons. Any Securities or any coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, Company notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or any coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining theretocoupons, executed by the Company Company, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee shall authenticate and deliver such Securities in accordance with the Company Order shall authenticate and deliver such SecuritiesOrder; PROVIDEDprovided, HOWEVERhowever, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER provided, further, that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive received such Bearer Security shall have has furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 A-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all of the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permitpermits, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as the interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such SecuritiesSecurities and any coupons appertaining thereto, the Trustee shall be entitled to receive, and (subject to TIA Section 315(a) through 315(d)) of the Trust Indenture Act) shall be fully protected in relying upon,on:

Authentication, Delivery and Dating. The ---------------------------------------------- Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman of the BoardChief Executive Officer, its President or one of its any Executive Vice Presidents, under its corporate seal reproduced thereon, President and shall be attested by its the Company's Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities and any coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the SecuritiesSecurities and such coupons. Any Securities or any coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, Company notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or any coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining theretocoupons, executed by the Company Company, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee shall authenticate and deliver such Securities in accordance with the Company Order shall authenticate and deliver such SecuritiesOrder; PROVIDEDprovided, HOWEVERhowever, that, in connection with its original -------- ------- issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER provided, further, that, unless otherwise -------- ------- specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have has furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 A-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all of the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permitpermits, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as the interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such SecuritiesSecurities and any coupons appertaining thereto, the Trustee shall be entitled to receive, and (subject to TIA Section 315(a) through 315(d)) of the Trust Indenture Act) shall be fully protected in relying upon,on:

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of by the Company by its Company's Chairman of the Board, its President or one of its Vice Presidents, under its corporate seal reproduced thereon, Presidents and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining thereto, executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities; PROVIDEDprovided, HOWEVERhowever, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER provided further that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 A-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. 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 TIA Section 315(a) through 315(d)) shall be fully protected in relying upon,

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company Trust or the Corporation, as the case may be, by its Chairman of the Board, its President or one of its Vice Presidents, under its corporate seal reproduced thereon, and thereon attested by its Secretary or one of its Assistant Secretaries. Coupons shall be executed on behalf of the Trust or the Corporation, as the case may be, by its Treasurer or any Assistant Treasurer. The signature of any of these officers on the Securities and coupons or any Coupon may be manual or facsimile signatures facsimile. The seal of the present Trust or any future such authorized officer the Corporation, as the case may be, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Typographical and other minor errors or defects in any such reproduction of the seal or any such signature shall not affect the validity or enforceability of any Security that has been duly authenticated and delivered by the Trustee. Securities or coupons and any Coupons appertaining thereto bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the a Company shall bind the such Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or couponsSecurities. At any time and from time to time after the execution and delivery of this Indenture, the a Company may deliver Securities of any series, together with any coupon Coupons appertaining thereto, executed by the such Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the such Company Order shall either at one time or from time to time pursuant to such instructions as may be described therein authenticate and deliver such Securities; PROVIDED, HOWEVER, that, Securities as provided in connection with its original issuance, no Bearer Security shall be mailed this Indenture and not otherwise. If the form or otherwise delivered to terms of the Securities of the series and any location Coupons appertaining thereto have been established in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series of Securities or pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear one or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except more Board Resolutions as permitted by Section 306Sections 201 and 301, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of in authenticating such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. In authenticating such Securitiesany Coupons appertaining thereto, and accepting the additional responsibilities under this Indenture in relation to such SecuritiesSecurities and any Coupons appertaining thereto, the Trustee shall be entitled to receive, and (subject to TIA Section Sections 315(a) through 315(d)(d) shall be fully protected in relying upon,of the Trust

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman of the BoardChairman, its President or one of its a Vice PresidentsPresident, under its corporate seal affixed thereto or reproduced thereon, and thereon attested by its Secretary or one of its an Assistant SecretariesSecretary. The signature of any of these officers on the Securities and or coupons may be the manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series together with any coupon appertaining thereto, executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the such Company Order shall authenticate and deliver such Securities; PROVIDEDprovided, HOWEVERhowever, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER provided further that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 A-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301Indenture, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceledcancelled. If not all the Securities of any series are not to be issued at one time and if the Board Resolution Resolution, Officer's Certificate pursuant to a Board Resolution, or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, series such as interest rate or formularate, maturity datestated maturity, date of issuance and date from which interest shall accrue. 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 TIA Section 315(a) through 315(d)) shall be fully protected in relying upon,, an Opinion of Counsel stating in effect (subject to customary exceptions):

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman an officer of the Board, its President or one of its Vice Presidents, under its corporate seal reproduced thereon, and attested by its Secretary or one of its Assistant SecretariesCompany. The signature of any of these officers officer on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities or coupons appertaining thereto bearing the manual or facsimile signatures of individuals an individual who were was at any time the proper officers officer of the Company shall bind the Company, notwithstanding that such individuals or any of them have individual has ceased to hold such offices office prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining thereto, executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities; PROVIDEDprovided, HOWEVERhowever, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER provided further that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, 301 a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDELClearstream, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all of the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture Indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. 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 612 and TIA Section 315(a) through 315(d)) shall be fully protected in conclusively relying upon,:

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman of the BoardChairman, its President or one of its Vice PresidentsPresidents and by its Treasurer, under one of its Assistant Treasurers, its Secretary or one of its Assistant Secretaries and may (but need not) have its corporate seal or a facsimile thereof reproduced thereon. Coupons shall be executed on behalf of the Company by the Chairman, the President or any Vice President of the Company. The signature of any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile. The notation of the Guarantee endorsed on any Securities shall be executed on behalf of the Guarantor by its Chairman, its President or one of its Vice Presidents and attested by its Treasurer, one of its Assistant Treasurers, its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities and coupons Guarantee may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities or coupons and any Coupons appertaining thereto and Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall or any applicable Guarantor shall, to the fullest extent permitted by law, bind the CompanyCompany and such Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or couponsCoupons or Guarantees. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any seriesSecurities, together with any coupon Coupons appertaining thereto, executed by the Company Company, to the Trustee for authenticationauthentication and, together provided that the Board Resolution and Officers’ Certificate or supplemental indenture or indentures with respect to such Securities referred to in Section 301 and a Company Order for the authentication and delivery of such SecuritiesSecurities have been delivered to the Trustee, and the Trustee in accordance with the Company Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities; PROVIDED, HOWEVER, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such SecuritiesSecurities and any Coupons appertaining thereto, the Trustee shall be entitled to receive, and (subject to TIA Section Sections 315(a) through 315(d)) of the Trust Indenture Act) shall be fully protected in relying upon,, an Opinion of Counsel to the following effect, which Opinion of Counsel may contain such assumptions, qualifications and limitations as such counsel shall deem appropriate:

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by one of its Chairman of the Board, its President or one of its Vice Presidents, Presidents under its corporate seal reproduced thereon, and thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at on the date of such Securities or couponsSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining thereto, executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, ; and the Trustee in accordance with the such Company Order shall authenticate and deliver such Securities; PROVIDEDSecurities as provided in this Indenture and not otherwise. Upon a Company Order, HOWEVER, that, in connection with its original issuance, no Bearer Security the Trustee shall be mailed or otherwise delivered to any location in the United States; authenticate and PROVIDED FURTHER that, unless otherwise specified with respect to any deliver an additional series of notes in an aggregate principal amount not to exceed $200,000,000 for issuance in exchange for all or a portion of the Initial Securities previously issued and surrendered for cancellation pursuant to Section 301an exchange offer registered under the Securities Act, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the Registration Rights Agreement. The Exchange Notes may have such distinctive series designation and such changes in the form thereof as are specified in the Company Order referred to in the preceding sentence, and shall be guaranteed by the Subsidiary Guarantors on substantially identical terms as the Initial Securities. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of an authorized signatory, and such temporary Security and this Indenture. If certificate upon any Security shall be represented by a permanent global Bearer Securityconclusive evidence, thenand the only evidence, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of that such Security has been duly authenticated and delivered hereunder. In case the Company or upon exchange of a portion of a temporary Global Security any Subsidiary Guarantor, pursuant to Article Eight, shall be deemed consolidated, merged with or into any other Person or shall sell, assign, convey, transfer or lease substantially all of its properties and assets to be delivery in connection any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company or such Subsidiary Guarantor shall have been merged, or the Person which shall have received a sale, assignment, conveyance, transfer or lease as aforesaid, shall have executed an indenture supplemental hereto with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such consolidation, merger, sale, assignment, conveyance, transfer or lease may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Request of the successor Person, shall not authenticate and deliver any Bearer Security unless all appurtenant coupons Securities as specified in such request for interest then matured have been detached and canceledthe purpose of such exchange. If all the Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permitSecurities, such Company Order may set forth procedures acceptable successor Person, at the option of the Holders but without expense to the Trustee them, shall provide for the issuance exchange of all Securities at the time Outstanding for Securities authenticated and delivered in such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. 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 TIA Section 315(a) through 315(d)) shall be fully protected in relying upon,new name.

Authentication, Delivery and Dating. The Debt Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman of the Board, its President President, any Senior Vice President, the Comptroller or one of its Vice Presidentsthe Treasurer, under its corporate seal reproduced thereon, and thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Debt Securities and coupons may be manual or facsimile. Coupons shall bear the facsimile signatures signature of the present Treasurer or any future such authorized officer Assistant Treasurer of the Company. Debt Securities and may be imprinted or otherwise reproduced on the Securities. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the execution, authentication and delivery of such Debt Securities or did not hold such offices at the date of such Securities or couponsDebt Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Debt Securities of any series, together with any coupon coupons appertaining thereto, executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Debt Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Debt Securities; PROVIDEDprovided, HOWEVERhowever, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER thatprovided, unless otherwise specified with respect to any series of Securities pursuant to Section 301further, that a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 A-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301Indenture, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary global Debt Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary global Debt Security and this IndentureIndenture and no later than the date on which such Bearer Security is delivered. If any Debt Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein thereon upon original issuance of such Debt Security or upon exchange of a portion of a temporary Global global Debt Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global global Debt Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceledcancelled by the Trustee. If all the forms or terms of the Debt Securities of the series and any series are not related coupons have been established in or pursuant to be issued at one time or more Board Resolutions and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities in an Officers' Certificate as permitted by Sections 201 and determining the terms of particular Securities of such series301, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. In in authenticating such Debt Securities, and accepting the additional responsibilities under this Indenture in relation to such Debt Securities, the Trustee shall be entitled to receive, and (subject to TIA Section 315(a) through 315(d)601) shall be fully protected in relying upon, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The ---------------------------------------------- Securities and any coupons appertaining thereto shall be executed on behalf of the Company Issuer by its any two of the Chairman of the Board, its President Chief Executive Officer, the President, any Vice President, the Secretary, any Assistant Secretary, the Chief Financial Officer, the Treasurer or one of its Vice Presidents, under its corporate seal reproduced thereon, and attested by its Secretary or one of its any Assistant SecretariesTreasurer. The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company an Issuer shall bind the CompanyIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to at the time of the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or couponsSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company Issuer may deliver Original Securities of any series, together with any coupon appertaining thereto, executed by the Company Issuer to the Trustee or Authentication Agent for authentication, together with a Company an Issuer Order for the authentication and delivery of such Original Securities; and the Trustee or Authentication Agent in accordance with the Issuer order shall authenticate and make available for delivery such Original Securities as provided in this Indenture and not otherwise. At any time and from time to time after the execution and delivery of this Indenture and on or prior to December 8, 2000, the Issuer may, pursuant to a Board Resolution, deliver Additional Securities executed by the Issuer to the Trustee or Authentication Agent for authentication, together with an Issuer Order for the authentication and delivery of such Additional Securities, an Officers' Certificate stating that the issuance of such Additional Securities will not result in a breach or violation of any of the covenants contained in this Indenture and that all conditions precedent to such issuance, authentication and delivery of Additional Securities in this Indenture have been fully complied with and satisfied, and the Trustee or Authentication Agent in accordance with the Company Issuer Order shall authenticate and deliver such Securities; PROVIDED. Prior to authenticating such Additional Securities, HOWEVERand accepting any additional responsibilities under this Indenture in relation to such Securities, thatthe Trustee and any Authentication Agent shall be entitled to receive, if requested, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating in substance that the issuance of such Additional Securities will not result in a breach or violation of any of the covenants contained in this Indenture and as to the due authorization, execution and delivery of the Additional Securities, the enforceability of the Additional Securities, and the duly incorporated status and good standing of the Issuer. If the Issuer issues Securities on or after December 8, 1999 (other than Securities issued pursuant to Section 304, 305, 306, 307, 906 or 1108) the Issuer shall deliver the same documents as certificates that it is required to deliver in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered the issuance of Additional Securities. At any time and from time to any location in time after the United States; execution and PROVIDED FURTHER that, unless otherwise specified delivery of this Indenture and after the effectiveness of a registration statement under the Securities Act with respect to any series of such Securities, the Issuer may deliver Exchange Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if executed by the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior Issuer to the earlier Trustee or Authentication Agent for authentication, together with an Issuer Order for the authentication and delivery of the date on which such Bearer Security is delivered Exchange Securities and a like principal amount of Original Securities for cancellation in accordance with Section 310 of this Indenture, and the date on which any temporary Security first becomes exchangeable for such Bearer Security Trustee or Authentication Agent in accordance with the terms of such temporary Security and this Indenture. If any Security Issuer Order shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons make available for interest then matured have been detached and canceleddelivery such Securities. If all the Securities of any series are not Prior to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. In authenticating such Exchange Securities, and accepting the any additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, if requested, and (subject to TIA Section 315(a) through 315(d)601) shall be fully protected in relying upon,, an Opinion of Counsel as to the due authorization, execution and delivery of the Exchange Securities, the enforceability of the Exchange Securities, and the duly incorporated status and good standing of the Issuer. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee or Authentication Agent by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman of the Board, its President Vice Chairman of the Board, its President, its Treasurer or one of its Vice Presidents, under its corporate seal reproduced thereon, and thereon or affixed thereto attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities or coupons appertaining thereto bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon coupons appertaining thereto, executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such SecuritiesSecurities as in this Indenture provided and not otherwise; PROVIDEDprovided, HOWEVERhowever, that, in connection with its original issuancesale, during the "restricted period" (as defined in Section 1.163-5(c)(2)(i)(D)(7) of the United States Treasury Regulations), no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER thatprovided, unless otherwise specified with respect to any series of Securities pursuant to Section 301further, that a Bearer Security may (other than a temporary global security in bearer form delivered as provided in Section 304) be delivered outside the United States in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 A to this Indenture Indenture, or in such other form of certificate as may be specified with respect to any series of Securities pursuant to Section 301shall contain information then required by federal income tax laws and, if applicable, federal securities laws, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this IndentureCertification Date. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global global Security shall be deemed to be delivery in connection with its original issuance sale, during the "restricted period" (as defined in Section 1.163-5(c)(2)(i)(D)(7) of the United States Treasury Regulations) of such beneficial owner's interest in such permanent Global global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceledcancelled. If all the form or terms of the Securities of any the series are not have been established in or pursuant to be issued at one time or more Board Resolutions as permitted by Sections 201 and if the Board Resolution or supplemental indenture establishing such series shall so permit301, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. In 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 TIA Section 315(a) through 315(d)601) shall be fully protected in relying upon, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company Corporation by its Chairman of the Board, its President or one of its Vice Presidents, under its corporate seal reproduced thereon, Vice-Presidents and attested by its Secretary or one of its Assistant Secretaries. The Any such signature of any of these officers on the Securities and coupons may be manual or facsimile printed or otherwise mechanically reproduced and may, but need not be, under or accompanied by the corporate seal of the Corporation or a reproduction thereof. Securities bearing the printed or otherwise mechanically reproduced signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities or coupons bearing the manual or facsimile signatures of individuals Person who were was at any time the proper officers officer of the Company Corporation shall bind the CompanyCorporation, notwithstanding that such individuals or any of them have Person has ceased to hold such offices office prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or couponsSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company Corporation may deliver Securities of any series, together with any coupon appertaining thereto, executed by the Company Corporation to the Trustee for authenticationTrustee, together with a Company Corporation Order for the authentication and delivery of such Securities, ; and the Trustee in accordance with substitutions and other variations as the Company Order officers executing such Securities may determine, as evidenced by their signing of such Securities. If temporary Securities are issued, the Corporation will cause definitive Securities to be prepared without unreasonable delay. After the preparation of definitive Securities, the temporary Securities shall be exchangeable for definitive Securities upon surrender of the temporary Securities at any Place of Registration, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities (accompanied by any unmatured coupons appertaining thereto) the Corporation shall execute and the Trustee shall authenticate and deliver such Securities; PROVIDED, HOWEVER, that, in connection with its original issuance, no Bearer Security exchange therefor a like principal amount of definitive Securities of authorized denominations. Until so exchanged the temporary Securities shall in all respects be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to same benefits under this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. In authenticating such definitive Securities, and accepting the additional responsibilities under this Indenture in relation to such Securitiesinterest thereon, the Trustee when and as payable, shall be entitled paid to receivethe registered Holders of temporary Securities upon presentation thereof for notation of such payment thereon, and (subject to TIA Section 315(a) through 315(d)) unless such temporary Securities shall be fully protected in relying upon,Fully Registered Securities or shall bear coupons for such interest.

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its the Chairman of the Board, its Vice Chairman, Chief Executive Officer, Chief Financial Officer, President or one any Vice President of its Vice Presidents, under its corporate seal reproduced thereon, the Company and attested by its Secretary or one of its Assistant Secretariesneed not be attested. The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or couponsSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining thereto, series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities; PROVIDEDprovided, HOWEVERhowever, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location that in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series case of Securities pursuant offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to Section 301, a Bearer Security may be delivered time in connection accordance with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Company or its duly authorized agents, thereafter promptly confirmed in writing) acceptable to the Trustee as may be specified with respect to any series of Securities by or pursuant to Section 301, dated no earlier than 15 days a Company Order delivered to the Trustee prior to the earlier time of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms authentication of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Sections 201 and 301, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. In in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, in addition to any Officers' Certificate and Opinion of Counsel required to be furnished to the Trustee pursuant to Section 102, and (subject to TIA Section 315(a) through 315(d)601) shall be fully protected in relying upon, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed executed, manually or by facsimile, on behalf of the Company by its Chairman of the Board, a Deputy Chairman of the Board, its President, one of its Vice Presidents or its Treasurer under its corporate seal reproduced thereon, by facsimile or otherwise, and which need not be attested. The Guarantees endorsed on any Guaranteed Securities shall be executed, manually or by facsimile, on behalf of the Guarantor by its Chairman of the Board, a Vice Chairman of the Board, its President or one of its Vice PresidentsPresidents and by its Treasurer or one of its Assistant Treasurers or its Secretary or one of its Assistant Secretaries, under its corporate seal reproduced thereon, by facsimile or otherwise, and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities and coupons may which need not be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesattested. Securities or coupons Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or the Guarantor, as the case may be, shall bind the CompanyCompany or the Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or Guarantees or did not hold such offices at the date of such Securities or couponsGuarantees. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining thereto, series executed by the Company to the Trustee for the Securities of such series for authentication, together with a Company Order for the authentication and delivery of such Securities, and the such Trustee in accordance with the Company Order shall authenticate and deliver such Securities; PROVIDED, HOWEVER, that, . If the form or terms of the Securities of the series have been established in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if one or more Board Resolutions of the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may beCompany and, in the form set forth in Exhibit B-1 to this Indenture or such other certificate as may be specified with respect to any series case of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304Guaranteed Securities, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except Guarantor, as permitted by Section 306Sections 201 and 301, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. In in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the such Trustee shall be entitled to receive, and (subject to TIA Section 315(a) through 315(d)601) shall be fully protected in relying upon, an Opinion of Counsel of the Company and, if the Securities are Guaranteed Securities, the Guarantor, stating,

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of by the Company by its Chairman of the Board, its and President or one of its the Senior Vice Presidents, under its corporate seal reproduced thereonand the Chief Financial Officer of CPHC, and attested by its Secretary or one as general partner of its Assistant Secretariesthe Company. The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company CPHC shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or and did not hold such offices at the date of such Securities or coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining thereto, executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities; PROVIDEDprovided, HOWEVERhowever, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER provided further that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 A-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. 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 TIA Section 315(a) through 315(d)) shall be fully protected in relying upon,

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company Operating Partnership by its Chairman of the BoardChairman, its President or one of its the Vice PresidentsPresidents and by the Treasurer, under its corporate seal reproduced thereonone of the Assistant Treasurers, and attested by its the Controller, the Secretary or one of its the Assistant SecretariesSecretaries of Holdings, as the sole general partner of the Operating Partnership. Coupons shall be executed on behalf of the Operating Partnership by the Chairman, the President or any Vice President of Holdings, as the sole general partner of the Operating Partnership. The signature of any of these officers on the Securities and coupons or any Coupons appertaining thereto may be manual or facsimile signatures facsimile. The Guarantee shall be executed on behalf of the present or Guarantor by any future such two duly authorized officer and signatories of the Guarantor. The signature of any of these signatories on the Guarantee may be imprinted manual or otherwise reproduced on the Securitiesfacsimile. Securities or coupons and any Coupons appertaining thereto and the Guarantee bearing the manual or facsimile signatures of individuals who were at any time the proper officers of Holdings, as the Company shall sole general partner of the Operating Partnership, or the Guarantor, as applicable, shall, to the fullest extent permitted by law, bind the CompanyOperating Partnership and the Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or couponsCoupons or the Guarantee. At any time and from time to time after the execution and delivery of this Indenture, the Company Operating Partnership may deliver Securities of any seriesSecurities, together with any coupon Coupons appertaining thereto, executed by Holdings, as the Company sole general partner of the Operating Partnership, to the Trustee for authenticationauthentication and, together provided that the Board Resolutions and Officers’ Certificate of the Operating Partnership or supplemental indenture or indentures with a Company respect to such Securities referred to in Section 301 and an Operating Partnership Order for the authentication and delivery of such SecuritiesSecurities have been delivered to the Trustee, and the Trustee in accordance with the Company Operating Partnership Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities; PROVIDED. The delivery of any Security by the Trustee, HOWEVERafter the authentication thereof hereunder, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier constitute due delivery of the date Guarantee on which such Bearer Security is delivered and behalf of the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrueGuarantor. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such SecuritiesSecurities and any Coupons appertaining thereto, the Trustee shall be entitled to receive, and (subject to TIA Section Sections 315(a) through 315(d)) of the Trust Indenture Act) shall be fully protected in conclusively relying upon,, an Opinion of Counsel to the following effect, which Opinion of Counsel may contain such assumptions, qualifications and limitations as such counsel and Trustee shall deem appropriate:

Authentication, Delivery and Dating. The ---------------------------------------------- Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman of the BoardChairman, its President or one of its Vice Presidents, under its corporate seal reproduced thereon, and thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities and or coupons may be the manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series together with any coupon appertaining thereto, executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities; PROVIDEDprovided, HOWEVERhowever, that, -------- ------- in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER provided further -------- ------- that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 A.l to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301Indenture, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceledcancelled. If not all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, series such as interest rate or formularate, maturity date, date of issuance and date from which interest shall accrue. 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 TIA Section 315(a) through 315(d)601) shall be fully protected in relying upon,, an Opinion of Counsel stating:

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto of each series shall be executed on behalf of the Company by its Chairman of the Board, a Vice Chairman of the Board, its President or one of its Vice Presidents, under its corporate seal reproduced thereon, and thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or couponsSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining thereto, series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities; PROVIDED, HOWEVER, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in . Notwithstanding the United States; provisions of Section 301 and PROVIDED FURTHER that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Securitypreceding paragraph, then, for purposes of this Section and Section 304, the notation if all Securities of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be originally issued at one time, it shall not be necessary to deliver the Officers' Certificate, Board Resolution, supplemental indenture or Opinion of Counsel otherwise required pursuant to Sections 102, 201 or 301 or the Company Order otherwise required pursuant to such preceding paragraph at or prior to the time and 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. A Company Order, Officer's Certificate or Board Resolution or supplemental indenture establishing such series shall so permit, such delivered by the Company Order may to the Trustee in the circumstances set forth procedures acceptable in the preceding paragraph may provide that Securities which are the subject thereof will be authenticated and delivered by the Trustee or its agent on original issue from time to time in the aggregate principal amount, if any, Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. 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 Section 309, together with a written statement (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the issuance Company, for all purposes of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation such Security shall be deemed never to such Securities, the Trustee have been authenticated and delivered hereunder and shall never be entitled to receivethe benefits of this Indenture. The Trustee shall not be required to authenticate such Securities if the issue thereof will adversely affect the Trustee's own rights, duties or immunities under the Securities and (subject to TIA Section 315(a) through 315(d)) shall be fully protected in relying upon,this Indenture.

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman of the Board, one of its Vice Chairmen, its President or one of its Vice Presidents, under its corporate seal reproduced thereonor the Treasurer or any Assistant Treasurer, and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities and coupons may be manual or facsimile. Coupons shall bear the facsimile signatures signature of the present Treasurer or any future such authorized officer and may be imprinted or otherwise reproduced on Assistant Treasurer of the SecuritiesCompany. Securities or and coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or couponsSecurities. At any time and from time to time after the execution and delivery of this IndentureIndenture (and subject to delivery of the Board Resolution or Officers' Certificate or supplemental indenture as set forth in Section 203 with respect to the initial issuance of Securities of any series), the Company may deliver Securities of any series, series together with any coupon coupons appertaining thereto, executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities; provided, and however, that, with respect to Securities of a series subject to a Periodic Offering, (a) such Company Order may be delivered by the Company to the Trustee in accordance with prior to the Company Order delivery to the Trustee of such Securities for authentication and delivery, (b) the Trustee shall authenticate and deliver Securities of such Securities; PROVIDED, HOWEVER, thatseries for original issue from time to time, in connection with its original issuancean aggregate Principal Amount not exceeding the aggregate Principal Amount established for such series, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if Company Order or pursuant to such procedures acceptable to the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate Trustee as may be specified with respect from time to time by a Company Order, (c) the rate or rates of interest, if any, the Stated Maturity or Maturities, the original issue date or dates, the redemption provisions, if any, and any series other terms of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permitbe determined by a Company Order or pursuant to such procedures and (d) if provided for in such procedures, such Company Order may set forth procedures acceptable authorize authentication and delivery pursuant to oral or electronic instructions from the Company, or the Company's duly authorized agent or agents designated in an Officers' Certificate, 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 or if the Trustee for in good faith shall determine that such action would expose the issuance of such Securities and determining Trustee to personal liability to existing Holders. If the forms or terms of particular the Securities of such seriesthe series and any related coupons have been established in or pursuant to one or more Officers' Certificates as permitted by Sections 201 and 203(a) or in a Supplemental Indenture, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. In 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 TIA Section 315(a) through 315(d)701) shall be fully protected in relying upon,, an Opinion of Counsel stating:

Authentication, Delivery and Dating. The ---------------------------------------------- Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its the Chairman or a Co-Chairman, Managing Director, Senior Vice President, Vice President or the Treasurer of the Board, its President or one of its Vice Presidents, under its corporate seal reproduced thereonCompany, and attested by its the Company's Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities and any coupons may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the SecuritiesSecurities and such coupons. Any Securities or any coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, Company notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or any coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining theretocoupons, executed by the Company Company, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee shall authenticate and deliver such Securities in accordance with the Company Order shall authenticate and deliver such SecuritiesOrder; PROVIDEDprovided, HOWEVERhowever, that, in connection with its original -------- ------- issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER provided, further, that, unless otherwise -------- ------- specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive received such Bearer Security shall have has furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 A-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all of the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permitpermits, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as the interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such SecuritiesSecurities and any coupons appertaining thereto, the Trustee shall be entitled to receive, and (subject to TIA Section 315(a) through 315(d)) of the Trust Indenture Act) shall be fully protected in relying upon,on:

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman of the Board, its President or Vice Chairman of the Board, its President, one of its Vice PresidentsPresidents or its Treasurer, under its corporate seal reproduced thereon, and thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities and coupons may be manual or facsimile signatures facsimile. The seal of the present or any future such authorized officer Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Typographical and other minor errors or defects in any such reproduction of the seal or any such signature shall not affect the validity or enforceability of any Security that has been duly authenticated and delivered by the Trustee. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or couponsSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupon appertaining thereto, series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver make such SecuritiesSecurities available for delivery; PROVIDEDprovided, HOWEVERhowever, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER that, unless otherwise specified with respect to any Securities of a series constituting a medium term note program, the Trustee shall, authenticate and deliver Securities of Securities such series for original issue from time to time in the aggregate principal amount established for such series pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if such procedures acceptable to the Person entitled Trustee and to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 to this Indenture or such other certificate recipients as may be specified with respect from time to time by such Company Order. The maturity dates, original issue dates, interest rates and any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the other terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permitbe determined by or pursuant to such Company Order and procedures. If provided for in such procedures, such Company Order may set forth procedures acceptable authorize authentication and delivery pursuant to oral instructions from the Trustee for Company or its duly authorized agent, which instructions shall be promptly confirmed in writing. If the issuance of such Securities and determining the form or terms of particular the Securities of such seriesthe series have been established in or pursuant to one or more Board Resolutions or indentures supplemental hereto as permitted by Sections 201 and 301, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. In 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 TIA Section Sections 315(a) through 315(d)(d) of the Trust Indenture Act) shall be fully protected in relying upon, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by its Chairman Chairman, its President, its Chief Executive Officer, its Chief Financial Officer or a Vice-President, together with any one of the BoardCorporate Secretary, its President or one of its Vice PresidentsAssistant Corporate Secretary, under its corporate seal reproduced thereon, and attested by its Secretary the Treasurer or one of its an Assistant SecretariesTreasurer. The signature of any of these officers on the Securities and or coupons may be the manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series together with any coupon appertaining thereto, executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the such Company Order shall authenticate and deliver such Securities; PROVIDED, HOWEVER, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and PROVIDED FURTHER FURTHER, that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit B-1 A-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301Indenture, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner's interest in such permanent Global global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceledcancelled. If not all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, series such as interest rate or formularate, maturity datestated maturity, date of issuance and date from which interest shall accrue. 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 TIA Section Sections 315(a) through 315(d)) shall be fully protected in relying upon,, an Opinion of Counsel stating: