Common use of Authentication, Delivery and Dating Clause in Contracts

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its President or a Vice President, under its corporate seal reproduced thereon, and attested by its Secretary or an Assistant Secretary. The signature of any of these officers on the Securities 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 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 Company 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 Security Guarantees. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, executed by the Company 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. 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 shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or a one of its Vice PresidentPresidents, under its corporate seal reproduced thereon, and thereon attested by its Secretary or an one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities 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. Each Security shall have an executed Security Guarantee from each Typographical and other minor errors or defects in any such reproduction of the Security Guarantors endorsed thereon substantially in seal or any such signature shall not affect the form validity or enforceability of Exhibit B heretoany security that has been duly authenticated and delivered by the Trustee. Securities 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company 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. 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 Section 612 and TIA Section Sections 315(a) through 315(d)(d) of the Trust Indenture Act) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any one of the following: its Chairman, Chief Executive Officer, its President or a one of its Vice President, under its corporate seal reproduced thereonPresidents, and attested by one of its Vice Presidents or its Corporate Secretary or an one of its Assistant SecretaryCorporate Secretaries. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, executed by the Company 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. If not 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, 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 Section 612 and TIA Section Sections 315(a) through 315(d)) shall be fully protected in conclusively relying upon, an Opinion of Counsel stating:

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by one of its President or a Vice Chairman of the Board, its President, its Chief Executive Officer, its Chief Financial Officer or one of its Vice Presidents under its corporate seal reproduced thereon, and thereon attested by its Secretary or an one of its Assistant SecretarySecretaries. The signature signatures of any of these officers on the Securities 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 heretofacsimile. Securities 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, executed by the Company 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 such Securities. 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 make available for the issuance of delivery such Securities as provided in this Indenture and determining not otherwise. Each Security shall be dated 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 or Guarantee endorsed thereon 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 of an authorized officer, and (subject to Section 612 and 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 and is entitled to the benefits of this Indenture. In case the Company or any Guarantor, pursuant to Article Eight, shall, in conclusively relying upon: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 303 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. 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 shall be executed on behalf of the Company Corporation by its Chairman of the Board, its Vice Chairman of the Board, its President or a one of its Vice PresidentPresidents, under its corporate seal reproduced thereon, and thereon attested by its Secretary or an one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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, Corporation shall bind the Company and the Security GuarantorsCorporation, 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 Security GuaranteesSecurities. 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, 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, however, that in the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Corporation or its duly authorized agents, promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Company Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. If all the form or terms of the Securities of any the series are not have been established by 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 Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its President or a one of its Vice PresidentPresidents, under its corporate seal reproduced thereon, and thereon attested by its Secretary or an one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities 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. Each Security shall have an executed Security Guarantee from each 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 Guarantors endorsed thereon substantially in that has been duly authenticated and delivered by the form of Exhibit B heretoTrustee. Securities 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company 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. 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 Section 612 and TIA Section Sections 315(a) through 315(d)(d) of the Trust Indenture Act) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its President Chairman of the Board, its Chief Executive Officer, its President, its Chief Financial Officer or a one of its Vice PresidentPresidents, under its corporate seal reproduced thereon, and thereon attested by its Secretary or an one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company 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 the case of Securities of a series that are not to be originally issued at one time, the Trustee shall authenticate and deliver or make available for delivery such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Company or its duly authorized agents, promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Company Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. If all the form or forms 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 Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its President Chairman of the Board, its President, its Treasurer or a one of its Vice PresidentPresidents, under its corporate seal reproduced thereon, and thereon or affixed thereto attested by its Secretary or an one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities may be manual or facsimile. Coupons shall bear the facsimile signatures signature of the present Chairman of the Board, President, Treasurer 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 Vice President of the Security Guarantors endorsed thereon substantially in the form of Exhibit B heretoCompany. Securities 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company 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. 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 receivereceive (in addition to the other documents required by Section 103 hereof), and (subject to Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company Partnership by its the Chairman of the Board, Vice Chairman, Chief Executive Officer, Chief Financial Officer, President or a any Vice President, under its corporate seal reproduced thereon, President of the General Partner and attested by its Secretary or an Assistant Secretaryneed not be attested. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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, General Partner shall bind the Company and the Security GuarantorsPartnership, 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 Security GuaranteesSecurities. 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, 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 the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Partnership or its duly authorized agents, thereafter promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Partnership Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. 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, in addition to any Officers' Certificate and Opinion of Counsel required to be furnished to the Trustee pursuant to Section 102, and (subject to Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its President or a one of its Vice PresidentPresidents, under its corporate seal or a facsimile thereof reproduced thereon, and thereon attested by its Secretary or an one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, executed by the Company 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 SecuritiesSecurities as in this Indenture provided and not otherwise. If all of Each Security shall be dated 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 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 Section 612 and TIA Section 315(a) through 315(d)) such certificate upon any Security shall be fully protected in conclusively 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.

Authentication, Delivery and Dating. The Securities and any Guarantee to be endorsed thereon shall be executed on behalf of the Company Operating Partnership or the related Guarantor, as applicable, by its the Chairman, President or a one of the Vice PresidentPresidents 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 an Assistant Secretary. The signature of any of these officers on the Securities 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 heretofacsimile. Securities and Security any related Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company Operating Partnership, any Guarantor or the Security GuarantorsCompany on behalf of the Operating Partnership, as applicable, shall, to the case may befullest extent permitted by law, shall bind the Company and the Security GuarantorsOperating 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 and Security Guarantees or the Securities upon which any such Guarantee is endorsed or did not hold such offices at the date of such Securities or Security Guaranteesany 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, 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. 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 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 shall be executed on behalf of the Company by its President or a Vice Presidenttwo Officers, under its corporate seal reproduced thereon, and thereon attested by its Secretary or an one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company 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 the case of Securities of a series that are not to be originally issued at one time, the Trustee shall authenticate and deliver or make available for delivery such Securities 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) acceptable to the Trustee as may be specified by or pursuant to a Company Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. If all the form or forms 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 Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its President Chairman or a Vice Chairman of the Board, its President, one of its Vice Presidents or its Treasurer under its corporate seal reproduced thereon, thereon and attested by its Secretary or an one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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 Company 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, Series executed by the Company to the Trustee for authenticationAuthenticating Agent, together with a Company Order for the authentication and delivery of such Securities. The Company Order may provide that the Securities which are the subject thereof shall be authenticated and delivered by the Authenticating Agent upon the telephonic, written or other order of Persons designated in the Company Order, and that such Persons are authorized to specify the terms and conditions of such Securities, to the extent permitted by the Authorizing Resolution or supplemental indenture relating thereto. The Trustee in accordance with shall execute and deliver the Company Order supplemental indenture (if any) and the Authenticating Agent shall authenticate and deliver said Securities as specified in such Securities. If all Company Order; provided, that, prior to authentication and delivery of the first 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 SecuritiesSeries, the Trustee and the Authenticating Agent 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 uponhave received:

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its President or a Vice Chairman of the Board, its President, under its corporate seal reproduced thereonChief Executive Officer, its Chief Operating Officer, its Chief Financial Officer or one of its Vice Presidents, and attested by its Secretary or an one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, 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 actual 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 establishing the specific terms of particular Securities being so offered, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If all the form or forms or terms of the Securities of any the series are not have been established by 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 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)801) shall be fully protected in conclusively relying upon:

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, one of its Vice Chairmen, its President or a one of its Vice PresidentPresidents, under its corporate seal reproduced thereonthereon attested by the signature of its Secretary or one of its Assistant Secretaries or its Treasurer or one of its Assistant Treasurers. The Coupons, and if any, shall be executed on behalf of the Company by its Chairman of the Board, its President or one of its Vice Presidents attested by its Secretary or an any Assistant SecretarySecretary or its Treasurer or one of its Assistant Treasurers. The signature of any of these officers on the Securities (and Coupons, 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 Securities. Each Security shall have an executed Security Guarantee from each of the Security Guarantors endorsed thereon substantially in the form of Exhibit B heretofacsimile. Securities (and Security Guarantees Coupons, if any) 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 Company and the Security GuarantorsCompany, 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 Coupons, if any) or did not hold such offices at the date of such Securities or Security Guarantees(and Coupons, if any). At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities (with or without Coupons) of any series, 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. 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 (and, subject to Section 612 and TIA Section Sections 315(a) through 315(d)) of the Trust Indenture Act, shall be fully protected in conclusively relying upon:,

Authentication, Delivery and Dating. The Securities 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 a one of its Vice PresidentPresidents, under its corporate seal reproduced thereonwhich may, and but need not, be attested by its Treasurer, one of its Assistant Treasurers, its Secretary or an one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company 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 to or upon the order of the Company or pursuant to such procedures acceptable to the Trustee and to such recipients as the case may be as specified from time to time by a Company Order. 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 terms of such series shall Securities established as contemplated by Section 301 so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance completion and authentication 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 accruetime to time. 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 Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon:,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any two of its President or a Chairman of the Board, its President, any Vice President, its Treasurer or its Secretary, under its corporate seal reproduced thereon, and attested by its Secretary or an Assistant Secretary. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. 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, 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. If all of 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 Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its President or a one of its Vice PresidentPresidents, under its corporate seal reproduced thereon, and thereon attested by its Secretary or an one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company 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. If all any Security shall be represented by a global Security, then, for purposes of this section and Section 304, the notation of the Securities record owner's interest therein upon original issuance of such Security shall be deemed to be delivery in connection with the original issuance of each beneficial owner's interest in such global Security if all the 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 Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon, an Opinion of Counsel stating:

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its President or Chief Executive Officer, its President, a Vice President, its General Manager, its Treasurer or the Person exercising similar authority on behalf of any 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 an Assistant Secretarysuch additional officer, if any, as shall be specified pursuant to Section 301 hereof. The signature of any of these officers on the Securities 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 heretofacsimile. Securities and Security Guarantees bearing the manual or facsimile signatures signature of individuals any individual who were was at any time the proper officers officer of the Company or the Security Guarantors, as the case may be, shall bind the Company and the Security GuarantorsCompany, 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 and Security Guarantees or did not hold such offices office at the date of authentication of such Securities or Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company 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. 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 hereof, 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 Section 612 and TIA Section 315(a) through 315(d)601 hereof) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its President Chairman of the Board, its Chief Executive Officer, its President, its Chief Financial Officer, its Treasurer or a one of its Vice PresidentPresidents, under its corporate seal reproduced thereon, and thereon or affixed thereto attested by its Secretary or an one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities may be manual or facsimile. Coupons shall bear the facsimile signatures signature of the present Chairman of the Board, President, Treasurer 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 Vice President of the Security Guarantors endorsed thereon substantially in the form of Exhibit B heretoCompany. Securities 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company 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. 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 or Officer’s Certificate 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 given (in addition to receivethe other documents required by Section 103 hereof), and (subject to Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Debt Securities shall be executed on behalf of the Company by its Chairman of the Board, a Vice Chairman of the Board, or its President or a one of its Vice President, under its corporate seal reproduced thereon, and attested by its Secretary or an Assistant SecretaryPresidents. The signature of any of these officers on the Debt Securities 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. Each Security shall have an executed Security Guarantee from each of the Security Guarantors endorsed thereon substantially in the form of Exhibit B hereto. Debt Securities 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 Company and the Security GuarantorsCompany, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Debt Securities and Security Guarantees or did not hold such offices at the date of such Securities or Security GuaranteesDebt 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, 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. If all of 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 Section 612 and 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 conclusively 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 Securities shall be executed on behalf of the Company Issuers by its the Chairman of the Board, the President, the Treasurer, an Assistant Treasurer, a Vice President or a Vice Presidentsuch other person authorized by resolution of the Board of Directors of the General Partner and Finance Corp., under its corporate seal reproduced thereon, and attested by its Secretary or an Assistant Secretaryrespectively. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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 GuarantorsGeneral Partner and Finance Corp., as the case may berespectively, shall bind the Company and the Security GuarantorsIssuers, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company Issuers may deliver Securities of any seriesSecurities, executed by the Company Issuers, to the Trustee for authenticationauthentication and, together provided that the Board Resolution and Officer’s 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. 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 receiveprovided with, and (subject to Section 612 and TIA Section Sections 315(a) through 315(d)) of the Trust Indenture Act) shall be fully protected in conclusively relying uponupon an Opinion of Counsel and an Officer’s Certificate that contain the statements required by Section 102 and shall also be entitled to receive 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, Deputy Chairman, one of its Vice Chairmen, its President or a one of its Vice President, Presidents under its corporate seal reproduced thereon, thereon and attested by its Secretary or an one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities and 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 Securities. Each Security shall have an executed Security Guarantee from each of the Security Guarantors endorsed thereon substantially in the form of Exhibit B heretofacsimile. Securities and Security Guarantees Coupons 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. 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 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. 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 SecuritiesSecurities and any Coupons appertaining thereto, the Trustee shall be entitled to receive, and (subject to Section 612 and TIA Section Sections 315(a) through 315(d)315(b) of the Trust Indenture Act) shall be fully protected in conclusively relying upon:,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its President or Chairman, its President, a Vice Chairman, any Vice President, its Treasurer or Assistant Treasurer, under its corporate seal reproduced thereon, and thereon attested by its Corporate Secretary or an one of its Assistant SecretaryCorporate Secretaries. The signature of any of these officers on the Securities 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. 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 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 Company and notwithstanding the Security Guarantors, notwithstanding fact 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 Securities. Minor typographical and other minor errors in the text of any Security or minor defects in the seal or facsimile signature on any Security Guaranteesshall not affect the validity or enforceability of such Security 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, series executed by the Company 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. 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 Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board of Directors, its Vice Chairman of the Board of Directors, its President or a one of its Vice President, under Presidents. If its corporate seal is reproduced thereon, and then it shall be attested by its Secretary or an one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company 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. If all the form or terms of the Securities of any the series are not have been established by 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 Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its President Chairman of the Board, its Vice Chairman of the Board, its President, its Chief Financial Officer, its Vice Chairman, or a one of its Vice PresidentPresidents, under its corporate seal reproduced thereon, and thereon attested by its Secretary or an one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company 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 the case of Securities of a series that are not to be originally issued at one time, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Company or its duly authorized agents, promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Company Order delivered to the Trustee before the time of the first authentication of Securities of such series. If all the form or terms of the Securities of any the series are not to be issued at one time have been established 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 Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company Partnership by its the Chief Executive Officer, Chief Financial Officer, President or a any Vice President, under its corporate seal reproduced thereon, President of the General Partner and attested by its Secretary or an Assistant Secretaryneed not be attested. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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, General Partner shall bind the Company and the Security GuarantorsPartnership, 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 Security GuaranteesSecurities. 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, 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 the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Partnership or its duly authorized agents, thereafter promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Partnership Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. 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 such documents as it may reasonably request. The Trustee shall also be entitled to receive, and (subject to Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its President or a one of its Vice PresidentPresidents, under its corporate seal affixed thereto or reproduced thereon, and thereon attested by its Secretary or an one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, 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 establishing the specific terms of particular Securities being so offered, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If all the form or forms or terms of the Securities of any the series are not have been established by 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 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)601) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities 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 a one of its Vice PresidentPresidents, under its corporate seal reproduced thereon, and thereon attested by its Secretary or an one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company 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. If all ; provided, however, that, -------- ------- with respect to Securities of a series offered in a Periodic Offering, (a) 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 other procedures acceptable to the Trustee as may be specified 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 other terms 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 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 Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, any Vice Chairman of the Board, its President or a one of its Vice PresidentPresidents, under its corporate seal reproduced thereon, and thereon attested by its Secretary Treasurer or an Assistant SecretaryTreasurer or its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities 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. Each Security shall have an executed Security Guarantee from each of the Security Guarantors endorsed thereon substantially in the form of Exhibit B heretoSecurity. Securities 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company 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. If all the form or terms of the Securities of any the series are not to be issued at have been established by one time or more Establishment Actions 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 Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company Operating Partnership by its Vornado Realty Trust, as general partner, by the Chairman of the Board, the Vice Chairman of the Board, the President or a one of the Vice PresidentPresidents, under its corporate the trust seal reproduced thereon, and thereon attested by its the Secretary or an one of the Assistant SecretarySecretaries of Vornado Realty Trust. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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, Vornado Realty Trust shall bind the Company and the Security GuarantorsOperating Partnership, 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 Security GuaranteesSecurities. 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, series executed by the Company Operating Partnership 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 Operating Partnership Order shall authenticate and deliver such Securities. If all the form or terms of the Securities of any the series are not have been established by 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 Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its President Chairman of the Board, its Vice Chairman of the Board, its President, one of its Vice Presidents or a Vice Presidentits Treasurer, under its corporate seal reproduced thereon, and thereon attested by its Secretary or an one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and upon receipt by the Trustee of the Supplemental Indenture or Board Resolutions and an opinion of counsel as described below the Trustee in accordance with the Company Order (which may provide that Securities that are the subject thereof will be authenticated and delivered by the Trustee upon the telephonic order promptly followed by written order of Persons designated in said Company Order and that such Persons are authorized to determine such terms and conditions of said Securities as are specified in the Company Order) shall authenticate and deliver such Securities. 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 or Supplemental 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 Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon, an Opinion of Counsel stating:

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President, its Executive or Senior Vice President or a one of its Vice PresidentPresidents, under its corporate seal reproduced thereon, and thereon attested by its Secretary Chief Financial Officer, Treasurer, Controller, secretary or an one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, executed by the Company 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 SecuritiesSecurities as in this Indenture provided and not otherwise. If all of Each Security shall be dated 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 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 Section 612 and TIA Section 315(a) through 315(d)) such certificate upon any Security shall be fully protected in conclusively 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 this Indenture.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its President Chairman of the Board, its Chief Executive Officer, its President, its Chief Financial Officer or a one of its Vice PresidentPresidents, under its corporate seal reproduced thereon, and thereon attested by its Secretary or an one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company 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 the case of Securities of -------- ------- a series that are not to be originally issued at one time, the Trustee shall authenticate and deliver or make available for delivery such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Company or its duly authorized agents, promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Company Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. If 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 Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its President or a Chairman of the Board and Chief Executive Officer, its President, the Senior Vice President, Finance, and the Treasurer, under its corporate seal reproduced thereon, and thereon attested by its Secretary or an one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities may be manual or facsimile. The coupons, if any, of Unregistered Securities shall bear the manual or facsimile signatures signature of any one of the present officers 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 assistant officers referred to in the form first sentence of Exhibit B heretothis Section 303. Securities 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee 303 in accordance with the Company Order shall authenticate and deliver such Securities. 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)601) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chief Executive Officer, its President, its Executive Vice President or a one of its Vice President, under its corporate seal reproduced thereon, Presidents and attested by its Secretary or an Assistant Secretary. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities; and the Trustee in accordance with such Company Order shall authenticate and deliver such Securities as in this Indenture provided and not otherwise. At any time and from time to time after the execution and delivery of this Indenture and after the effectiveness of a Registration Statement under the Securities Act with respect thereto, the Company may deliver Exchange Securities executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Exchange Securities and a like principal amount of Original Securities for cancellation in accordance with Section 309 of this Indenture, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. 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 Exchange 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)601) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its President or a Vice the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, under its corporate seal reproduced thereon, Chief Accountant or any Vice President of the General Partner and attested by its Secretary or an Assistant Secretaryneed not be attested. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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, General Partner shall bind the Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company 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 the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Company or its duly authorized agents, thereafter promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Company Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. If 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 Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities 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 a Vice Presidentthe Treasurer, under its corporate seal reproduced thereon, and thereon (which may be by facsimile) attested by its Secretary or an one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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, Corporation shall bind the Company and the Security GuarantorsCorporation, 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 Security GuaranteesSecurities. 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, 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, however, that in the case of Securities offered in a -------- ------- Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Corporation or its duly authorized agents, promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Company Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. If all the form or terms of the Securities of any the series are not have been established by 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 Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company Partnership by its the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President or a any Vice President, under its corporate seal reproduced thereon, President of the Managing General Partner and attested by its Secretary or an Assistant Secretaryneed not be attested. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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, Managing General Partner shall bind the Company and the Security GuarantorsPartnership, 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 Security GuaranteesSecurities. 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, 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 the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Partnership or its duly authorized agents, thereafter promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Partnership Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. 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 Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or a one of its Vice PresidentPresidents, under its corporate seal reproduced thereon, and thereon attested by its Secretary or an one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company 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 the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Company or its duly authorized agents, promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Company Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. If all the form or terms of the Securities of any the series are not have been established by 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 Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or a one of its Vice PresidentPresidents, under its corporate seal reproduced thereonwhich may, and but need not, be attested by its Treasurer, one of its Assistant Treasurers, its Secretary or an one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company 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 to or upon the order of the Company or pursuant to such procedures acceptable to the Trustee and to such recipients as the case may be as specified from time to time by a Company Order. 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 terms of such series shall Securities established as contemplated by Section 301 so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance completion and authentication 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 accruetime to time. 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 Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon:,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its President Chairman of the Board, its Chief Executive Officer, its President, its Chief Financial Officer or a one of its Vice PresidentPresidents, under its corporate seal reproduced thereon, and thereon attested by its Secretary Clerk or an one of its Assistant SecretaryClerks. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company 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 the case of Securities of a series that are not to be originally issued at one time, the Trustee shall authenticate and deliver or make available for delivery such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Company or its duly authorized agents, promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Company Order delivered to a Responsible Officer of the Trustee prior to the time of the first authentication of Securities of such series. 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 Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company Issuer by the General Partner by its President or a Vice Chairman of the Board, Chief Executive Officer, President, under Chief Operating Officer or one of its corporate seal reproduced thereon, Vice 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 an one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities 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 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, Issuer shall bind the Company and the Security GuarantorsIssuer, 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 Security GuaranteesSecurities. 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, 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. 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 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 Section 612 and TIA Section 315(a) through 315(d)) shall be fully protected in conclusively relying upon:

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its President Chairman of the Board, its President, one of its Vice Presidents or a Vice Presidentany other duly authorized officer, under its corporate seal affixed thereto or reproduced thereon, and thereon attested by its Secretary Secretary, one of its Assistant Secretaries or an Assistant Secretaryany other duly authorized officer. The signature of any or all of these officers on the Securities 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 heretofacsimile. Securities 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company 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. If all of the ; provided, 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 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, all 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 maturity date or dates, original issue date or dates, interest rate or rates and any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing other terms of Securities of 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 Section 612 and TIA Section 315(a) through 315(d)901) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company Corporation by its Chairman of the Board, its Vice Chairman of the Board, its Chief Executive Officer, its President or a one of its Vice President, under its corporate seal reproduced thereon, and Presidents (which may be by facsimile) attested by its Secretary or an one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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, Corporation shall bind the Company and the Security GuarantorsCorporation, 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 Security GuaranteesSecurities. 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, 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, however, that in the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of electronic instructions from the Corporation or its duly authorized agents, promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Company Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. If all the form or terms of the Securities of any the series are not have been established by 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 receivefurnished, and (subject to Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its President or a Chief Executive Officer, President, Vice President, General Manager or Treasurer under its corporate seal reproduced thereon, and attested which need not be attested. The Securities of any series shall be executed by its Secretary or an Assistant Secretarysuch additional officer, if any, as shall be specified pursuant to Section 301 hereof. The signature of any of these officers on the Securities 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 heretofacsimile. Securities and Security Guarantees bearing the manual or facsimile signatures signature of individuals any individual who were was at any time the proper officers officer of the Company or the Security Guarantors, as the case may be, shall bind the Company and the Security GuarantorsCompany, 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 and Security Guarantees or did not hold such offices office at the date of authentication of such Securities or Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company 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. 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 hereof, 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 Section 612 and TIA Section 315(a) through 315(d)601 hereof) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its President Chairman of the Board, its Chief Executive Officer, its President, its Chief Financial Officer or a one of its Vice PresidentPresidents, under its corporate seal reproduced thereon, and thereon attested by its Secretary or an one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company 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 the case of Securities of a -------- ------- series that are not to be originally issued at one time, the Trustee shall authenticate and deliver or make available for delivery such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Company or its duly authorized agents, promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Company Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. If all the form or forms 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 Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President or a one of its Vice PresidentPresidents, under its corporate seal reproduced thereon, and thereon attested by its Secretary or an one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. 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 coupons relating 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 or coupon shall be mailed or otherwise delivered (i) to any person who is not a United States Alien or to any location in the United States, (ii) unless the Company shall have received such certificates required by Section 311 or Section 301 hereof, and (iii) unless the Company has no reason to know that such certificates are false. If all the form or terms of the 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 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 Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its President or a Chief Executive Officer, President, Vice President, under its General Manager or Treasurer, and may have the corporate seal of the Company affixed thereto or reproduced thereonthereon and which seal, and attested if so affixed or reproduced, may, but need not, be attested. The Securities of any series shall be executed by its Secretary or an Assistant Secretarysuch additional officer, if any, as shall be specified pursuant to Section 301 hereof. The signature of any of these officers on the Securities 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 heretofacsimile. Securities and Security Guarantees bearing the manual or facsimile signatures signature of individuals any individual who were was at any time the proper officers officer of the Company or the Security Guarantors, as the case may be, shall bind the Company and the Security GuarantorsCompany, 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 and Security Guarantees or did not hold such offices office at the date of authentication of such Securities or Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company 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. 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 hereof, 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 Section 612 and TIA Section 315(a) through 315(d)601 hereof) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its President or a one of its Vice PresidentPresidents, under its corporate seal reproduced thereon, and thereon attested by its Corporate Secretary or an one of its Assistant SecretaryCorporate Secretaries. The signature of any of these officers on the Securities 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 Securities. Each Security shall have an executed Security Guarantee from each Assistant Treasurer of the Security Guarantors endorsed thereon substantially in the form of Exhibit B heretoCompany. Securities and Security Guarantees 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 or the Security Guarantors, as the case may be, shall bind the Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by 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. If all of ; provided, however, that, in connection with its original issuance, a Bearer Security may be delivered only outside the United States and only if the Trustee shall have received from the Person entitled to receive such Bearer Security a certificate in the form required by Section 311; provided, further, that, with respect to Securities of any a series are not to be issued at one time constituting a medium term note program, the Trustee shall authenticate and if the Board Resolution or supplemental indenture establishing deliver Securities of 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 Section 612 and TIA Section Sections 315(a) through 315(d)) of the Trust Indenture Act) shall be fully protected in conclusively relying upon:

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its Chief Financial Officer, its President or a any Vice President, under its corporate seal reproduced thereon, President and attested by its Secretary or an Assistant Secretaryneed not be attested. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company 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 the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Company or its duly authorized agents, thereafter promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Company Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. If 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 Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities and the Guarantee to be endorsed thereon shall be executed (i) on behalf of the Company Company, by its President or a Chairman, one of its Vice Chairmen, its President, under its corporate seal reproduced thereon, Treasurer or one of its Vice Presidents and attested by its Secretary or an one of its Assistant SecretarySecretaries and (ii) on behalf of the Guarantor, by its President or one of its Vice Presidents and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities or the 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 Securities. Each Security shall have an executed Security Guarantee from each of the Security Guarantors endorsed thereon substantially in the form of Exhibit B heretofacsimile. Securities and Security Guarantees or a Guarantee bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or the Security GuarantorsGuarantor shall bind the Company or the Guarantor, as the case may be, shall bind the Company 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company and having the Guarantee 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. If all the form or terms of the Securities of any the series are not have been established by 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 Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company Corporation by its Chairman of the Board, its Vice Chairman of the Board, its Chief Executive Officer, its President or a one of its Vice PresidentPresidents, under its corporate seal reproduced thereon, and thereon (which may be by facsimile) attested by its Secretary or an one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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, Corporation shall bind the Company and the Security GuarantorsCorporation, 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 Security GuaranteesSecurities. 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, 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, however, that in the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of electronic instructions from the Corporation or its duly authorized agents, promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Company Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. If all the form or terms of the Securities of any the series are not have been established by 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 Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its President or Chairman of the Board of Directors, a Vice Chairman of the Board of Directors, its principal executive officer, its President, under one of its corporate seal reproduced thereonVice Presidents, its principal financial officer, its principal accounting officer, its Treasurer or its Assistant Treasurer, and attested by its Secretary or an one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities may be manual manual, facsimile or facsimile signatures of the present pdf or any future such authorized officer and may be imprinted other electronically imaged signature (including, without limitation, DocuSign 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 heretoAdobeSign). Securities and Security Guarantees bearing the manual manual, facsimile or facsimile pdf or other electronically imaged signatures (including, without limitation, DocuSign or AdobeSign) 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company 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 (which may provide that Securities that are the subject thereof will be authenticated and delivered by the Trustee from time to time upon the written order of Persons designated in said Company Order and that such Persons are authorized to determine such terms and conditions of said Securities as are specified in the Company Order) shall authenticate and deliver such Securities. If all the form or terms of the Securities of any the series are not have been established by 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 receiveprovided with, and (subject to Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon:, a copy of such Board Resolution, the Officers’ Certificate setting forth the terms of the series and an Opinion of Counsel, with such Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its President the Chairman of the Board, Chief Executive Officer, Deputy Chief Executive Officer, any Chief Executive Officer of designated operations, Chief Financial Officer, Treasurer or a Vice President, under its corporate seal reproduced thereon, and attested by its Secretary or an Assistant SecretaryController. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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 GuarantorsCompany, as the case may be, shall bind the Company and the Security GuarantorsCompany, 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 issuance of such Securities or Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company 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. If all any Security shall be represented by a permanent Global 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 delivered in connection with the original issuance of such beneficial owner’s interest in such permanent Global Security. If the form or terms of the Securities of any the series are not have been established by 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 Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating in effect that,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of Mediacom LLC by the Company by its President chairman of the Board of Directors, the president or a Vice Presidentone of the vice presidents, under its the corporate seal reproduced thereon, and thereon attested by its Secretary the secretary or an Assistant Secretary. The signature of any of these officers on the Securities may be manual or facsimile signatures one of the present or any future such authorized officer assistant secretaries, of its managing member and may be imprinted or otherwise reproduced on the Securities. Each Security shall have an executed Security Guarantee from each behalf of Mediacom Capital by its chairman of the Security Guarantors endorsed thereon substantially in the form Board of Exhibit B hereto. Directors, its president or one of its vice presidents, under Securities and Security Guarantees bearing the manual or facsimile signatures of individuals who were were, in the case of Mediacom LLC, at any time the proper officers of its managing member and, in the Company or case of Mediacom Capital, at any time the Security Guarantorsproper officers of Mediacom Capital shall bind Mediacom LLC and Mediacom Capital, as the case may be, shall bind the Company 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 Security GuaranteesSecurities. 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, 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. 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 Committee Resolutions and if the Board Resolution Resolutions as permitted by Sections 201 and 301, or by one or more indentures supplemental indenture establishing such series shall so permithereto as provided by Section 901, 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 uder 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)601) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities 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 a one of its Vice PresidentPresidents, under its corporate seal reproduced thereon, and thereon attested by its Secretary or an one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company 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. If all Notwithstanding the provisions of Section 301 and of the preceding paragraph, if all Securities of any a 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 Section 612 and TIA Section 315(a) through 315(d)) shall be fully protected in conclusively relying upon:this Indenture.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President or a any Vice President, under its corporate seal reproduced thereon, President of the General Partner and attested by its Secretary or an Assistant Secretaryneed not be attested. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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, General Partner shall bind the Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company 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 the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Company or its duly authorized agents, thereafter promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Company Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. If 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 Section 612 and TIA Section 315(a) through 315(d)) shall be fully protected in conclusively relying upon:Indenture

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman, its Vice Chairman, its President or a one of its Vice PresidentPresidents, under its corporate seal reproduced thereon, and thereon attested by its Treasurer or Secretary or an one of its Assistant SecretaryTreasurers or Assistant Secretaries. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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 Company and the Security GuarantorsCompany, 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 on the date of date(s) such Securities or Security Guaranteeswere 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, series executed by the Company to the Trustee for authentication, together with the Board Resolution and Officers' Certificate or 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 Trustee, in accordance with the Company Order and subject to the provisions hereof, shall authenticate and deliver such Securities. 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 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 Securities, the Trustee shall be entitled to receive, and (subject to Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon:,

Authentication, Delivery and Dating. The Guaranteed Securities shall be executed on behalf of the Company Issuer by its Chairman of the Board, its Vice Chairman of the Board, its Chief Executive Officer, its President or a one of its Vice President, under its corporate seal reproduced thereon, and attested by its Secretary or an Assistant SecretaryPresidents. The signature of any of these officers on the Guaranteed Securities 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. Each Security shall have an executed Security Guarantee from each of the Security Guarantors endorsed thereon substantially in the form of Exhibit B hereto. Guaranteed Securities 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, Issuer shall bind the Company and the Security GuarantorsIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Guaranteed Securities and Security Guarantees or did not hold such offices at the date of such Securities or Security GuaranteesGuaranteed Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company Issuer may deliver Guaranteed Securities of any series, Series executed by the Company Issuer and having endorsed thereon the Guarantees executed by each of the Guarantors, to the Trustee for authentication, together with a Company an Issuer Order for the authentication and delivery of such Guaranteed Securities, and the Trustee in accordance with the Company Issuer Order shall authenticate and deliver such Guaranteed Securities. If all the form or terms of the Guaranteed 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 Guaranteed Securities, and accepting the additional responsibilities under this Indenture in relation to such Guaranteed Securities, the Trustee shall be entitled to receive, and (subject to Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its President or a one of its Vice PresidentPresidents, under its corporate seal reproduced thereon, and thereon attested by its Secretary or an one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company 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 the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Company or its duly authorized agents, thereafter promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Company Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. If all the forms 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 such documents as it may reasonably request. The Trustee shall also be entitled to receive, and (subject to Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President or a any one of its Vice PresidentPresidents, under its corporate seal which may be in facsimile form and may be imprinted or otherwise reproduced thereon, and attested by its Secretary or an one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company 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 upon Company Order. If all of the Securities of any one series are not to be originally issued at one time and if the a Board Resolution relating to such Securities or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures (acceptable to the Trustee 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 Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon, an Opinion of Counsel stating:

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its President or a one of its Vice PresidentPresidents, under its corporate seal which may be in facsimile form and may be imprinted or otherwise reproduced thereon, and attested by its Secretary or an one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company 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 upon Company Order. If all of the 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 may set forth procedures (acceptable to the Trustee 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 Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon, an Opinion of Counsel stating:

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any two of its President or a Chairman of the Board, its Vice Chairman of the Board, its President, under any of its corporate seal reproduced thereonVice Presidents, and attested its Treasurer, or any of its Assistant Treasurers; provided, however, that only one of such two signatures shall be by its Secretary or an Assistant SecretaryTreasurer. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company 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 the case of Securities of a series that are not to be originally issued at one time, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Company or its duly authorized agents, promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Company Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. If 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 Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or a one of its Vice PresidentPresidents, under its corporate seal reproduced thereon, and thereon attested by its Secretary or an one of its Assistant SecretarySecretaries. Coupons shall be executed on behalf of the Company by its Treasurer or any Assistant Treasurer. The signature of any of these officers on the Securities or any Coupon 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 heretofacsimile. Securities and Security Guarantees any Coupons appertaining thereto 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. 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 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 Securities. If all the form or terms of the Securities of the series and any series are not Coupons appertaining thereto 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 SecuritiesSecurities and any Coupons appertaining thereto, the Trustee shall be entitled to receive, and (subject to Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or a one of its Vice PresidentPresidents, under its corporate seal reproduced thereonthereon attested by the signature of its Secretary or one of its Assistant Secretaries or its Treasurer or one of its Assistant Treasurers. The Coupons, and if any, 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 attested by its Secretary or an any Assistant SecretarySecretary or its Treasurer or one of its Assistant Treasurers. The signature of any of these officers on the Securities (and Coupons, 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 Securities. Each Security shall have an executed Security Guarantee from each of the Security Guarantors endorsed thereon substantially in the form of Exhibit B heretofacsimile. Securities (and Security Guarantees Coupons, if any) 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 Company and the Security GuarantorsCompany, 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 Coupons, if any) or did not hold such offices at the date of such Securities or Security Guarantees(and Coupons, if any). At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities (with or without Coupons) of any series, 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. 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 (and, subject to Section 612 and TIA Section Sections 315(a) through 315(d)) of the Trust Indenture Act, shall be fully protected in conclusively relying upon:,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its President Chairman of the Board, its Vice Chairman of the Board, its President, its Treasurer or a one of its Vice PresidentPresidents, under its corporate seal reproduced thereon, and thereon or affixed thereto attested by its Secretary or an one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, executed by the Company to the Trustee for authenticationauthentication Securities of any series executed by the Company, 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. 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 provided for in such series shall so permitprocedures, such Company Order may set forth procedures acceptable authorize authentication and delivery pursuant to oral or electronic instructions from the Trustee for Company or its duly authorized agent or agents, which oral instructions shall be confirmed promptly 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 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 Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or a one of its Vice PresidentPresidents, under its corporate seal reproduced thereon, and thereon attested by its Secretary or an one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company 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 available for delivery such Securities. 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 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 Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or a one of its Vice PresidentPresidents, under its corporate seal reproduced thereon, and thereon attested by its Secretary or an one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company 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. If all ; provided, however, that, with respect to Securities of a series offered in a Periodic Offering, (a) 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 other procedures acceptable to the Trustee as may be specified 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 other terms 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 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 Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chief Executive Officer, its President, its Executive Vice President or a one of its Vice President, under its corporate seal reproduced thereon, Presidents and attested by its Secretary or an Assistant Secretary. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities; and the Trustee in accordance with such Company Order shall authenticate and deliver such Securities as in this Indenture provided and not otherwise. At any time and from time to time after the execution and delivery of this Indenture and after the effectiveness of a Registration Statement under the Securities Act with respect thereto, the Company may deliver Exchange Securities executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Exchange Securities and a like principal amount of Original Securities for cancellation in accordance with Section 309 of this Indenture, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. 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 Exchange 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)601) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its President Chairman of the Board, its Vice Chairman of the Board, its President, one of its Vice Presidents or a Vice Presidentits Treasurer, under its corporate seal reproduced thereon, and thereon attested by its Secretary or an one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities 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. Each Security shall have an executed Security Guarantee from each 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 Guarantors endorsed thereon substantially in that has been duly authenticated and delivered by the form of Exhibit B heretoTrustee. Securities 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company 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 make such Securities available for delivery; provided, however, that, with respect to Securities of a series constituting a medium term note program, the Trustee shall, authenticate and deliver Securities of such Securitiesseries for original issue from time to time in the aggregate principal amount established for such series pursuant to such procedures acceptable to the Trustee and to such recipients as may be specified from time to time by such Company Order. If all The maturity dates, original issue dates, interest rates and any other terms 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 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 Section 612 and TIA Section Sections 315(a) through 315(d)(d) of the Trust Indenture Act) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its Chief Operating Officer, its President, any Senior Vice President or a Vice President, under its corporate seal reproduced thereon, and thereon attested by its Secretary or an Assistant Secretary. The signature of any of these officers on the Securities may be the manual or facsimile signatures signature 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 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, executed by the Company 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. If not 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, 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 Section 612 and TIA Section 315(a) through 315(d)) shall be fully protected in conclusively relying upon, an Opinion of Counsel stating:

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or a one of its Vice PresidentPresidents, under its corporate seal reproduced thereon, and thereon attested by its Secretary or an one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company 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. If all The Stated Maturity, original issue date, interest rate and any other terms 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 permitmay, if not previously established by a Board Resolution, Officers' Certificate or indenture supplemental hereto pursuant to Section 301, be 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 or electronic instructions from the Trustee for Company or its duly authorized agent, which instructions, if oral, 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 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 Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company Corporation by its Chairman of the Board, its President or a one of its Vice PresidentPresidents, under its corporate seal reproduced thereon, and thereon attested by its Secretary or an one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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, Corporation shall bind the Company and the Security GuarantorsCorporation, 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 Security GuaranteesSecurities. 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, 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, however, that in the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Corporation or its duly authorized agents, promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Company Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. If all the form or terms of the Securities of any the series are not have been established by 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 Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any one of its President or a Vice Chairman of the Board, its President, under one of its corporate seal reproduced thereonVice Presidents, and attested by its Secretary Secretary, one of its Assistant Secretaries or an Assistant Secretaryits Chief Financial Officer. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities; and the Trustee in accordance with such Company Order shall authenticate and deliver such Securities as in this Indenture provided and not otherwise. At any time and from time to time after the execution and delivery of this Indenture and after the effectiveness of a registration statement under the Securities Act with respect thereto, the Company may deliver Exchange Securities executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Exchange Securities and a like principal amount of Original Securities for cancellation in accordance with Section 310 of this Indenture, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If all of 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, and (subject to Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating in substance

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President, a Vice President or a Vice President, under its corporate seal reproduced thereon, the Treasurer and attested by its Secretary or an one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company 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 Order, shall authenticate and deliver such Securities, provided, however, that in the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Company or its duly authorized agents, promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Company Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. If all the form or terms of the Securities of any the series are not have been established by 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 Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon:, an Opinion of Counsel, Board Resolution and Officer's Certificate stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any two of its President or a Chairman of the Board, its Vice Chairman of the Board, its President, under any of its corporate seal reproduced thereonVice Presidents, and attested its Treasurer, or any of its Assistant Treasurers; provided, however, that only one of such two signatures shall be by its Secretary or an Assistant Secretary-------- ------- Treasurer. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company 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 the case of Securities of -------- ------- a series that are not to be originally issued at one time, the Trustee shall authenticate and deliver or make available for delivery such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Company or its duly authorized agents, promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Company Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. If 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 Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or a one of its Vice PresidentPresidents, under its corporate seal reproduced thereon, and thereon attested by its Secretary or an one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities 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. Each Security shall have an executed Security Guarantee from each 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 Guarantors endorsed thereon substantially in that has been duly authenticated and delivered by the form of Exhibit B heretoTrustee. Securities 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company 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. 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 Section 612 and TIA Section Sections 315(a) through 315(d)(d) of the Trust Indenture Act) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Unless otherwise provided as contemplated by Section 301 with respect to any series of Securities or any Tranche thereof, the Securities shall be executed on behalf of the Company by its President or a Vice Presidentan Authorized Officer, under its and may have the corporate seal of the Company affixed thereto or reproduced thereon, and thereon attested by its any other Authorized Officer or by the Secretary or an Assistant SecretarySecretary of the Company. The signature of any or all of these officers on the Securities 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 heretofacsimile. Securities and Security Guarantees bearing the manual or facsimile signatures of individuals who were at any the time of execution Authorized Officers or the proper officers Secretary or an Assistant Secretary of the Company or the Security Guarantors, as the case may be, shall bind the Company and the Security GuarantorsCompany, 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. The Trustee shall authenticate and deliver Securities of a series for original issue, at one time or Security Guarantees. At any time and from time to time after the execution and delivery of this Indenture, in accordance with the Company may deliver Order referred to below, upon receipt by the Trustee of: the instrument or instruments establishing the form or forms and terms of the Securities of any such series, executed by the Company to the Trustee for authentication, together with a as provided in Sections 201 and 301;a Company Order for requesting the authentication and delivery of such SecuritiesSecurities and, to the extent that the terms of such Securities shall not have been established in an indenture supplemental hereto or in a Board Resolution, or in an Officer's Certificate pursuant to a supplemental indenture or Board Resolution, all as contemplated by Section 301, either (i) establishing such terms or (ii) in the case of Securities of a series subject to a Periodic Offering, specifying procedures, acceptable to the Trustee, by which such terms are to be established (which procedures may provide, to the extent acceptable to the Trustee, for authentication and delivery pursuant to oral or electronic instructions from the Trustee Company or any agent or agents thereof, which oral instructions are to be promptly confirmed electronically or in writing), in either case in accordance with the Company Order shall authenticate and deliver such Securities. If all instrument or instruments establishing the terms 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 permitdelivered pursuant to clause (a) above;any opinions, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities certificates, documents and determining the terms of particular Securities instruments required by Article Sixteen;Securities of such series, such as interest rate or formula, maturity date, date each executed on behalf of issuance the Company by an Authorized Officer of the Company;an Officer's Certificate (i) which shall comply with the requirements of Section 104 of this Indenture and date from (ii) which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities states that no Event of Default under this Indenture has occurred or is occurring; andan Opinion of Counsel which shall comply with the requirements of Section 104 of this Indenture and that states that: the form or forms of such Securities have been duly authorized by the Company and have been established in relation conformity with the provisions of this Indenture;the terms of such Securities have been duly authorized by the Company and have been established in conformity with the provisions of this Indenture; andwhen such Securities shall have been authenticated and delivered by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such SecuritiesOpinion of Counsel, such Securities will have been duly issued under this Indenture and will constitute valid and legally binding obligations of the Company, entitled to the benefits provided by this Indenture, and enforceable in accordance with their terms, subject, as to enforcement, to laws relating to or affecting generally the enforcement of mortgagees' and other creditors' rights, including, without limitation, bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the rights and remedies of creditors and mortgagees' generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). provided, however, that, with respect to Securities of a series subject to a Periodic Offering, the Trustee shall be entitled provided with such Opinion of Counsel only once at or prior to receive, the time of the first authentication and delivery of Securities of such series and that in lieu of the opinions described in clauses (ii) and (subject to Section 612 and TIA Section 315(aiii) through 315(d)) shall be fully protected in conclusively relying upon:above such Opinion of Counsel may, alternatively, state, respectively,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by one of its President or a Vice Chairman of the Board, its President, its Chief Executive Officer, its Chief Financial Officer or one of its Vice Presidents under its corporate seal reproduced thereon, and thereon attested by its Secretary or an one of its Assistant SecretarySecretaries. The signature signatures of any of these officers on the Securities 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 heretofacsimile. Securities 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, executed by the Company to the Trustee (with 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 such SecuritiesSecurities as provided in this Indenture and not otherwise. If all of Each Security shall be dated 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 or Guarantee endorsed thereon 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 of an authorized officer, and (subject to Section 612 and TIA Section 315(a) through 315(d)) such certificate upon any Security shall be fully protected in conclusively 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 this Indenture.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its President Chairman, any Vice Chairman, its President, one of its Vice Presidents or a Vice Presidentits Treasurer, under its corporate seal reproduced thereon, and thereon attested by its Secretary or an one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company 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 (which may provide that Securities that are the subject thereof will be authenticated and delivered by the Trustee from time to time upon the telephonic or written order of Persons designated in said Company Order and that such Persons are authorized to determine such terms and conditions of said Securities as are specified in the Company Order) shall authenticate and deliver such Securities. 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 Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon, an Opinion of Counsel stating:

Authentication, Delivery and Dating. The Securities 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 (whether or not designated by a Vice Presidentnumber or word or words added before or after the title "vice president"), under its corporate seal reproduced thereon, and attested by its Secretary or an one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities 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 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, General Partner shall bind the Company and the Security GuarantorsIssuer, 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 Security GuaranteesSecurities. 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, 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. 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 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 Section 612 and TIA Section 315(a) through 315(d)) shall be fully protected in conclusively relying upon:

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its President or a Vice President, under its corporate seal reproduced thereon, and attested by its Secretary or an Assistant Secretary. The signature of any of these officers on the Securities 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 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 Company 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 Security Guarantees. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company to the Trustee or the Authenticating Agent for authentication, together with a Company Order for . The Trustee or the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order Authenticating Agent shall thereupon authenticate and deliver such Securities. If all Securities to or upon the written order of the Securities Company, signed by its Chairman of any series are not to be issued at one time and if the Board Resolution of Directors, its President or supplemental indenture establishing such series shall so permita Vice President, such Company Order may set forth procedures acceptable to without any further action by 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 accrueCompany. 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)315 of the Trust Indenture Act) shall be fully protected in conclusively relying upon: (a) a Board Resolution relating thereto and, if applicable, an appropriate record of any action taken pursuant to such resolution, certified by the Secretary or an Assistant Secretary of the Company; 16 (b) an executed supplemental indenture, if any; (c) an Officers' Certificate; and (d) an Opinion of Counsel prepared in accordance with Section 14.03, which shall state (1) that the form and terms of such Securities have been established by or pursuant to one or more Board Resolutions, by a supplemental indenture as permitted by Section 13.01(g), or by both such resolution or resolutions and such supplemental indenture, in conformity with the provisions of this Indenture; (2) that the supplemental indenture, if any, when executed and delivered by the Company and the Trustee, will constitute a valid and legally binding obligation of the Company; (3) that such Securities, when authenticated and delivered by the Trustee or the Authenticating Agent 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, and will be entitled to the benefits of this Indenture; (4) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuance; (5) that the issuance of such Securities will not contravene the charter or by-laws of the Company or result in any violation of any of the terms or provisions of any law or regulation or of any indenture, mortgage or other agreement by which the Company is bound and under which long-term debt of the Company as reflected in its latest financial statements on file with the Securities and Exchange Commission is outstanding; and (6) that all requirements of this Indenture applicable to the Company in respect of the execution and delivery by the Company of such Securities and of such supplemental indenture, if any, have been complied with and that, assuming (a) all requisite corporate authorization on the part of the Trustee, (b) continued compliance by the Trustee with the terms of the Indenture specifically applicable to the Trustee, and (c) due authentication and delivery of such Securities by the Trustee or the Authenticating Agent, the execution and delivery of such supplemental indenture, if any, will not violate the terms of this Indenture, and that, other than compliance with federal and state securities laws, no authorization, approval or consent by any regulatory or statutory or other public authority is required in connection with the execution and delivery of such supplemental indenture or for the creation, 17 issuance, authentication and delivery of the Securities pursuant to this Indenture. If the Company shall establish pursuant to Section 2.02 that Securities of a series may be issued in whole or in part in global form, then the Company shall execute and the Trustee shall, in accordance with this Section and the Company order of authentication with respect to such series, authenticate and deliver one or more Securities in global form that (i) shall represent and shall be denominated in an aggregate amount equal to the aggregate principal amount of the outstanding Securities of such series and tenor to be represented by one or more Securities in global form, (ii) shall be registered, in the name of the Depositary for such Security or Securities in global form or the nominee of such Depositary, (iii) shall be delivered to such Depositary or pursuant to such Depositary's instruction, and (iv) shall bear a legend substantially to the following effect: "Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC") to Issuer or its agent for transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein." Each Depositary designated pursuant to Section 2.02 for a Security in global form must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section 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. Each Security shall be dated the date of its authentication.

Authentication, Delivery and Dating. The Securities and any Guarantee to be endorsed thereon shall be executed on behalf of the Company Operating Partnership or the related Guarantor, as applicable, by its the Chairman, President or a one of the Vice PresidentPresidents and by the Treasurer, under its one of the Assistant Treasurers, the Controller, the Secretary or one of the Assistant Secretaries 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 an Assistant Secretary. The signature of any of these officers on the Securities 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 heretofacsimile. Securities and Security any related Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company Operating Partnership, any Guarantor or the Security GuarantorsCompany on behalf of the Operating Partnership, as applicable, shall, to the case may befullest extent permitted by law, shall bind the Company and the Security GuarantorsOperating 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 and Security Guarantees or the Securities upon which any such Guarantee is endorsed or did not hold such offices at the date of such Securities or Security Guaranteesany 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, 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. 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 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 shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President or a Vice Presidentits Chief Financial Officer, under its corporate seal reproduced thereon, and thereon attested by its Secretary or an one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company 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 the case of Securities of a series that are not to be originally issued at one time, the Trustee shall authenticate and deliver or make available for delivery such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Company or its duly authorized agents, promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Company Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. If all the form or forms 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 Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its President Chairman of the Board, its Chief Executive Officer, its President, its Chief Financial Officer or a one of its Vice PresidentPresidents, under its corporate seal reproduced thereon, and thereon attested by its Secretary or an one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company 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 the case of Securities of -------- ------- a series that are not to be originally issued at one time, the Trustee shall authenticate and deliver or make available for delivery such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Company or its duly authorized agents, promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Company Order delivered to a Responsible Officer of the Trustee prior to the time of the first authentication of Securities of such series. 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 Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chief Executive Officer, its President or a one of its Vice President, under its corporate seal reproduced thereon, Presidents and attested by its Secretary or an Assistant Secretary. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities; and the Trustee in accordance with such Company Order shall authenticate and deliver such Securities as in this -71- Indenture provided and not otherwise. At any time and from time to time after the execution and delivery of this Indenture and after the effectiveness of a Registration Statement under the Securities Act with respect thereto, the Company may deliver Exchange Securities executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Exchange Securities and a like principal amount of Original Securities for cancellation in accordance with Section 309 of this Indenture, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. 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 Exchange 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)601) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by the Chairman of its Board of Directors, its President or a any of its Vice President, under its corporate seal reproduced thereon, and attested by its Secretary or an Assistant SecretaryPresidents. The signature of any of these officers on the Securities may shall be manual printed 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 heretosignatures. Securities and Security Guarantees bearing the manual printed 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, executed by the Company to the Trustee (or the Authenticating Agent if one has been appointed by the Trustee) for authentication, together with a Company Order for the authentication and delivery of such Securities, ; and the Trustee (or the Authenticating Agent if one has been appointed by the Trustee) in accordance with the such Company Order shall authenticate and deliver such SecuritiesSecurities as provided in this Indenture and not otherwise. If all of Each Security shall be dated 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 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 (or the Authenticating Agent if one has been appointed by the Trustee) by manual signature of an authorized signatory, and (subject to Section 612 and TIA Section 315(a) through 315(d)) such certificate upon any Security shall be fully protected in conclusively relying upon:conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company company by its President Chairman of the Board, its Vice Chairman, its President, its Chief Executive Officer, an Executive Vice President, a Senior Vice President, or a one of its Vice President, under its corporate seal reproduced thereon, and thereon attested by its Secretary or an one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, Securities and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities; PROVIDED, HOWEVER, that in the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Company or its duly authorized agents, promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Company Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. If all the form or terms of the Securities of any the series are not have been established by 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 SecuritiesSecurities (but shall not be required to do so), the Trustee shall be entitled to receive, and (subject to Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon, an Opinion of Counsel stating:

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or a one of its Vice President, under its corporate seal reproduced thereon, and attested by its Secretary or an Assistant SecretaryPresidents. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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 Company and the Security GuarantorsCompany, 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. In the event that the Company elects to issue additional Junior Subordinated Debentures hereunder on a subsequent Closing Date, the Company shall deliver to the Trustee, in the manner provided under the following paragraph, duly executed Securities or Security Guaranteesand a Company Order, together with such Officers' Certificates, Board Resolutions and Opinions of Counsel (in each case in substantially the form delivered at the initial Closing Date), as are required for the issuance of Securities under this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, executed by the Company 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. 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 make available for the issuance of delivery such Securities as in this Indenture provided and determining not otherwise. Each Security shall be dated 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 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 Section 612 and TIA Section 315(a) through 315(d)) such certificate upon any Security shall be fully protected in conclusively relying upon:conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its President or a one of its Vice PresidentPresidents, under its corporate seal reproduced thereon, and thereon attested by its Secretary or an one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities 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. Each Security shall have an executed Security Guarantee from each 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 Guarantors endorsed thereon substantially in that has been duly authenticated and delivered by the form of Exhibit B heretoTrustee. Securities 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company 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. 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 Section 612 and TIA Section Sections 315(a) through 315(d)(d) of the Trust Indenture Act) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of each of the Company Companies by its respective Chairman, its President, any Vice President or a Vice Presidentits Treasurer, under its corporate seal reproduced thereon, and thereon attested by its Secretary or an Assistant Secretary. The signature of any of these officers on the Securities 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. 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 and Security Guarantees bearing the manual or facsimile signatures of individuals who were at any the time of such signature the proper officers of the Company or the Security Guarantors, as the case may be, Companies shall bind the Company and the Security GuarantorsCompanies, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company Companies may deliver Securities of any series, executed by the Company Companies 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. If not 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, 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 Section 612 and TIA Section Sections 315(a) through 315(d)) shall be fully protected in conclusively relying upon, an Opinion of Counsel stating:

Authentication, Delivery and Dating. The Securities and any Guarantee to be endorsed on the Securities shall be executed on behalf of the Company by its President any one Director or a Vice PresidentAuthorized Officer and on behalf of the Guarantor by any one Authorized Officer, under its corporate seal reproduced thereon, and attested by its Secretary or an Assistant Secretaryas the case may be. The signature of any of these officers Director and Authorized Officer on the Securities and any Guarantee, as the case may be, may be manual or facsimile signatures facsimile. If Article Fourteen is to be applicable to the Securities of any series, established as contemplated by Section 301, then the notation of the present Guarantee endorsed on the Securities of such series shall be executed as provided in Section 1402. Securities 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 and Security Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper officers Director or Authorized Officer of the Company or the Security GuarantorsGuarantor, as the case may be, shall bind the Company and or the Security GuarantorsGuarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities and Security Guarantees or Guarantee or did not hold such offices at the date of such Securities or Security Guaranteesthe 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, series executed by the Company bearing the notation of the Guarantee pursuant to Article Fourteen or having Guarantees endorsed thereon, as applicable, in each case 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 Company Order shall authenticate and deliver such Securities. 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 Sections 601 and TIA Section 315(a) through 315(d)603) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company company by its President or a Chairman of the Board, its Vice Chairman, its President, its Chief Executive Officer, an Executive Vice President, a Senior Vice President, or one of its Vice Presidents, under its corporate seal reproduced thereon, and thereon attested by its Secretary or an one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, Securities and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities; provided, however, that in the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Company or its duly authorized agents, promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Company Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. If all the form or terms of the Securities of any the series are not have been established by 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 Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon, an Opinion of Counsel stating:

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman, its President or a Vice President, under its corporate seal reproduced thereon, President and attested by its Secretary or an Assistant Secretary. The signature of any of these officers on the Securities 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 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, executed by the Company 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. 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 shall; and the Trustee shall, upon Company Order, authenticate and make available for the issuance of delivery 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 in this Indenture in relation provided and not otherwise. Prior to any such Securitiesauthentication and delivery, the Trustee shall be entitled to receive, in addition to any Officers' Certificate and (subject Opinion of Counsel required to be furnished to the Trustee pursuant to Section 612 102, and TIA the Board Resolution and any certificate relating to the issuance of the series of Securities required to be furnished pursuant to Section 315(a) through 315(d)) shall be fully protected in conclusively relying upon202, an Opinion of Counsel to the effect that:

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by one of its President Directors or a Vice President, under its corporate seal reproduced thereon, senior officers and attested by its Secretary or an one of its Assistant SecretarySecretaries. The signature of any of these officers such director or officer on the Securities 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 heretofacsimile. Securities 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 GuarantorsGuarantor, as the case may be, shall bind the Company and or the Security GuarantorsGuarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities and Security Guarantees or did not hold such offices at the date of such Securities or Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company having endorsed thereon Guarantees 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 Company Order shall authenticate and deliver such Securities; provided, however, that in -------- ------- the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Company or its duly authorized agents, promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Company Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. If all the form or terms of the Securities of any the series are not or the form of the Guarantees endorsed thereon have been established by 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 Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities Notes shall be executed on behalf of the Company by its Chairman of the Board, its President or a one of its Vice PresidentPresidents, under its corporate seal reproduced thereon, and thereon attested by its Secretary or an one of its Assistant SecretarySecretaries. The signature of any of these officers on the Securities Notes 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. 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 and Security Guarantees Notes 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 Company and the Security GuarantorsCompany, 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 Notes or did not hold such offices at the date of such Securities or Security GuaranteesNotes. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such SecuritiesNotes; and the Trustee -47- in accordance with such Company Order shall authenticate and deliver such Notes as in this Indenture provided and not otherwise. At any time and from time to time after the execution and delivery of this Indenture and after the effectiveness of a registration statement under the Securities Act with respect thereto, the Company may deliver Exchange Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Exchange Notes and a like principal amount of Original Notes for cancellation in accordance with this Article Three of this Indenture, and the Trustee in accordance with the Company Order shall authenticate and deliver such SecuritiesNotes. If all of 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 SecuritiesExchange Notes, and accepting the any additional responsibilities under this Indenture in relation to such SecuritiesNotes, the Trustee shall be entitled to receive, if requested, and (subject to Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon, an Opinion of Counsel stating in substance:

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by one of its President Directors or a Vice President, under its corporate seal reproduced thereon, senior officers and attested by one of its Directors or its Secretary or an one of its Assistant SecretarySecretaries. The signature of any of these officers such director or officer on the Securities 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 heretofacsimile. Securities 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 GuarantorsGuarantor, as the case may be, shall bind the Company and or the Security GuarantorsGuarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities and Security Guarantees or did not hold such offices at the date of such Securities or Security GuaranteesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company having endorsed thereon Guarantees 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 Company Order shall authenticate and deliver such Securities; provided, however, that in the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Company or its duly authorized agents, promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Company Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. If all the form or terms of the Securities of any the series are not or the form of the Guarantees endorsed thereon have been established by 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 Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company Partnership by its the Chairman of the Board, Vice Chairman, Chief Executive Officer, Chief Financial Officer, President or a any Vice President, under its corporate seal reproduced thereon, President of the General Partner and attested by its Secretary or an Assistant Secretaryneed not be attested. The signature of any of these officers on the Securities 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 heretofacsimile. Securities 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, General Partner shall bind the Company and the Security GuarantorsPartnership, 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 Security GuaranteesSecurities. 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, 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 the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Partnership or its duly authorized agents, thereafter promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Partnership Order delivered to the Trustee prior to the time of the first authentication of 26 33 Securities of such series. 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, in addition to any Officers' Certificate and Opinion of Counsel required to be furnished to the Trustee pursuant to Section 102, and (subject to Section 612 and TIA Section 315(a) through 315(d)601) shall be fully protected in conclusively relying upon:, an Opinion of Counsel stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its President or a Chairman of the Board and Chief Executive Officer, its President, its Senior Vice President, under Finance, or its corporate seal reproduced thereon, and attested by its Secretary or an Assistant SecretaryTreasurer. The signature of any of these officers on the Securities may be manual or facsimile. The coupons, if any, of Unregistered Securities shall bear the manual or facsimile signatures signature of any one of the present officers 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 assistant officers referred to in the form first sentence of Exhibit B heretothis Section. Securities 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 Company and the Security GuarantorsCompany, 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 Security GuaranteesSecurities. At The Trustee shall at any time time, and from time to time after time, authenticate Securities for original issue in the execution principal amount provided in a resolution of the Board of Directors, supplemental indenture or Officer’s Certificate, upon receipt by the Trustee of a Company Order. The Company Order may provide that the Securities that are the subject thereof shall be authenticated and delivery delivered by the Trustee upon the written order of this Indenture, Persons designated in the Company may deliver Securities of any seriesOrder, executed by and that such Persons are authorized to specify the Company to the Trustee for authentication, together with a Company Order for the authentication terms and delivery conditions of such Securities, and to the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If all of the Securities of any series are not to be issued at one time and if extent permitted by the Board Resolution or Resolutions, Officers’ Certificate and/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(if any) relating thereto. 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)601) shall be fully protected in conclusively relying upon, an Opinion of Counsel stating: