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 Chairman, one of its Vice Chairman, its President, one of its Managing Directors or one of its Vice Presidents. The signature of any of these officers on the securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities 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. 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.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman, one of its Vice ChairmanChief Executive Officer, its President, one of its Managing Directors Executive Vice President or one of its Vice PresidentsPresidents and attested by its Secretary. The signature of any of these officers on the securities Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities 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. 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 signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman, one Chairman of its Vice Chairmanthe Board, its President, one of its Managing Directors President or one of its Vice Presidents, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the securities Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities 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. 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 signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman, one of its Vice Chairman, its President, one of its Managing Directors President or one of its Vice PresidentsPresidents under its corporate seal reproduced or impressed thereon and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the securities Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities executed by the Company to the Trustee for authentication, together with a . Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to the Trustee ("Procedures") as may be specified from time to time by Company Order for the Order. Procedures may authorize authentication and delivery pursuant to oral instructions of the Company or a duly authorized agent, which instructions shall be promptly confirmed in writing. Prior to the delivery of a Security in any such Securities; and form to the Trustee in accordance with such for authentication, the Company Order shall authenticate and deliver such Securities as in this Indenture provided and not otherwise. 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.following:

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its ChairmanChairman of the Board, one of its Vice ChairmanChairman of the Board, its President, one of its Managing Directors President or one of its Vice Presidents, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the securities Securities may be manual or facsimile. Securities bearing If an officer of the manual Company whose signature is on a Security no longer holds that office at the time the Trustee authenticates such Security or facsimile signatures of individuals who were at any time thereafter, the proper officers Security shall be valid nevertheless. Upon issuance of the Global Security referred to in Section 201 hereof, such Global Security shall be (i) duly executed by the Company shall bind and authenticated by the CompanyTrustee as hereinafter provided, notwithstanding that such individuals or any of them have ceased to hold such offices prior (ii) delivered to the authentication Depositary or to the Trustee as custodian for the Depositary and delivery (iii) registered in the name of such Securities or did not hold such offices at Cede & Co. as nominee of the date of such SecuritiesDepositary. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities executed by the Company Company, having endorsed thereon Guarantees duly 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 such the Company Order shall authenticate and deliver such Securities as in this Indenture provided and not otherwiseSecurities. 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 signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.

Authentication, Delivery and Dating. The Securities Notes shall be executed on behalf of the Company by its Chairman, one of President or any Vice President and attested by its Vice Chairman, its President, one of its Managing Directors Secretary or one of its Vice PresidentsAssistant Secretary. The signature of any of these officers on the securities Notes may be manual or facsimile. Securities Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities Notes or did not hold such offices at the date of such SecuritiesNotes. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities; and the Notes. The Trustee in accordance with such Company Order shall authenticate and deliver such Securities Notes as in this Indenture provided and not otherwise. Each Security Upon the initial issuance, each Note shall be dated as of the Issue Date, and thereafter, Notes issued hereunder shall be dated the date of its their authentication. No Security Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature signature, and such certificate upon any Security Note shall be conclusive evidence, and the only evidence, that such Security Note has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of the Indenture.

Authentication, Delivery and Dating. The Securities Convertible Notes shall be executed on behalf of the Company by its Chairman, one Chairman of its Vice Chairmanthe Board, its PresidentDeputy Chairman of the Board, one of its Managing Directors Chief Executive Officer or one of its Vice PresidentsChief Financial Officer. The signature of any of these officers on the securities Convertible Notes may be manual or facsimile. Securities Convertible Notes bearing the manual or facsimile signatures of individuals who were at any the time the of execution proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities Convertible Notes or did not hold such offices at the date of such SecuritiesConvertible Notes. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities Convertible Notes 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. Each Security Convertible Note shall be dated the date of its authentication. No Security Convertible Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security Convertible Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature signature, and such certificate upon any Security Convertible Note shall be conclusive evidence, and the only evidence, that such Security Convertible Note has been duly authenticated and delivered hereunderthereunder.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the each Company by its Chairman, one Chairman of its Vice Chairmanthe Board, its President, one of its Managing Directors President or one of its Vice Presidents, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the securities Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the a Company shall bind the such Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company Companies may deliver Securities executed by the each 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 either at one time or from time to time pursuant to such instructions as may be described therein authenticate and deliver such Securities as provided in this Indenture provided and not otherwise. 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 signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture.

Authentication, Delivery and Dating. The Securities Notes shall be executed on behalf of the Company by its ChairmanChairman of the Board, one of its Vice ChairmanChairman of the Board, its President, one of its Managing Directors President or one of its Vice Presidents, under its corporate seal 16 reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the securities Notes may be manual or facsimile. Securities Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities Notes or did not hold such offices at the date of such SecuritiesNotes. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities; Notes, and the Trustee in accordance with such the Company Order shall authenticate and deliver such Securities as in this Indenture provided and not otherwiseNotes. Each Security Note shall be dated the date of its authentication. The Notes may contain such notations, legends or endorsements required by law, stock exchange rule or usage. No Security Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature signature, and such certificate upon any Security Note shall be conclusive evidence, and the only evidence, that such Security Note has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of such Indenture.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its ChairmanChairman of the Board, one of its Vice ChairmanChairman of the Board, its President, one of its Managing Directors President or one of its Vice Presidents, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the securities Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities 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 make available for delivery such Securities as in this Indenture provided and not otherwise. 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 signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman, one any of its Vice ChairmanDirectors, attested by its President, one of its Managing Directors Secretary or one of its Vice PresidentsAssistant Secretaries. The signature of any of these Directors or officers on the securities Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any the time relevant to the authorization thereof the proper Directors or officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities 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 such the Company Order Order, shall authenticate and deliver such Securities as in this Indenture provided and not otherwise. 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 signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunderhereunder 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 ChairmanChairman of the Board, one of its Vice ChairmanChairman of the Board, its President, one of its Managing Directors President or one of its Vice Presidents, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the securities Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities 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. 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 signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its ChairmanChairman of the Board, one of its Vice Chairman, its President, one of its Managing Directors President and Chief Executive Officer or one of its Executive Vice Presidents or Senior Vice Presidents, attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the securities Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities 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 make available for delivery such Securities as in this Indenture provided and not otherwise. 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 signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its ChairmanChairman of the Board, one of its Vice ChairmanChairman of the Board, its President, one of its Managing Directors a President or one of its Vice Presidents, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the securities Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities 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 make available for delivery such Securities as in this Indenture provided and not otherwise. 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 signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.

Authentication, Delivery and Dating. The Securities Notes shall be executed on behalf of the Company by its ChairmanChairman of the Board, one of its Vice ChairmanChairman of the Board, its President, one of its Managing Directors President or one of its Vice Presidents, under its corporate seal reproduced thereon attested by its Secretary. The signature of any of these officers on the securities Notes may be manual or facsimile. Securities Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities Notes or did not hold such offices at the date of such SecuritiesNotes. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities 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 in accordance with such Company Order shall authenticate and deliver such Securities Notes as in this Indenture provided and not otherwise. Each Security Note shall be dated the date of its authentication. No Security Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature signature, and such certificate upon any Security Note shall be conclusive evidence, and the only evidence, that such Security Note 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 (or any Co-Chairman, one of its Vice Chairman), its President, one of its Managing Directors President or one of its Vice Presidents, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the securities Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities 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. 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 signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its ChairmanChairman of the Board, one of its Vice ChairmanChairman of the Board, its President, one of its Managing Directors a President or one of its Vice Presidents. The signature of any of these officers on the securities Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities 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. 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 signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman, one of its Vice Chairman, its President, one of its Managing Directors President or one of its Vice Presidents, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities 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. 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.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman, one of its Vice ChairmanChief Executive Officer, its President, one of its Managing Directors Executive Vice President or one of its Vice PresidentsPresidents and attested by its Secretary or Assistant Secretary. The signature of any of these officers on the securities Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities 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. 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 signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.

Authentication, Delivery and Dating. The Securities Notes shall be executed on behalf of the Company by its Chairman, one Chairman of its Vice Chairmanthe Board, its President, one of its Managing Directors President or one of its Vice Presidents, reproduced thereon and may be attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the securities Notes may be manual or facsimile. Securities Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities Notes or did not hold such offices at the date of such SecuritiesNotes. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities 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 in accordance with such Company Order shall authenticate and deliver such Securities Notes as in this Indenture provided and not otherwise. Each Security Note shall be dated the date of its authentication. No Security Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature signature, and such certificate upon any Security Note shall be conclusive evidence, and the only evidence, that such Security Note has been duly authenticated and delivered hereunder.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company Issuer by its Chairmanany two of the Chairman of the Board, one of its Vice ChairmanChief Executive Officer, its the President, one of its Managing Directors any Vice President, the Secretary, any Assistant Secretary, the Chief Financial Officer, the Treasurer or one of its Vice Presidentsany Assistant Treasurer. The signature of any of these officers on the securities Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company an Issuer shall bind the CompanyIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to at the time of the authentication and delivery of such Securities or did not hold such offices at the date of issuance of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company Issuer may deliver Original Securities executed by the Company Issuer to the Trustee for authentication, together with a Company an Issuer Order for the authentication and delivery of such Original Securities; and the Trustee in accordance with such Company the Issuer Order shall authenticate and deliver make available for delivery such Original Securities as provided in this Indenture provided and not otherwise. 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 signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.

Authentication, Delivery and Dating. The Securities Debentures shall be executed on behalf of the Company by its Chairman, one of President or any Vice President and attested by its Vice Chairman, its President, one of its Managing Directors Secretary or one of its Vice PresidentsAssistant Secretary. The signature of any of these officers on the securities Debentures may be manual or facsimile. Securities Debentures bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities Debentures or did not hold such offices at the date of such SecuritiesDebentures. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities Debentures executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities; and the Debentures. The Trustee in accordance with such Company Order shall authenticate and deliver such Securities Debentures as in this Indenture provided and not otherwise. Each Security Upon the initial issuance, each Debenture shall be dated June __, 1999, and thereafter, Debentures issued hereunder shall be dated the date of its their authentication. No Security Debenture shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security Debenture a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature signature, and such certificate upon any Security Debenture shall be conclusive evidence, and the only evidence, that such Security Debenture has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of the Indenture.

Authentication, Delivery and Dating. The Securities Debentures shall be executed on behalf of the Company by its Chairman, one Chairman of its Vice Chairmanthe Board, its President, one of its Managing Directors 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 Debentures may be manual or facsimile. Securities Debentures bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities Debentures or did not hold such offices at the date of such SecuritiesDebentures. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities Debentures executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such SecuritiesDebentures; and the Trustee in accordance with such Company Order shall authenticate and deliver such Securities Debentures as in this Indenture provided and not otherwise. Each Security Debenture shall be dated the date of its authenticationauthentication (except as may be otherwise provided herein with respect to Secondary Debentures). No Security Debenture shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security Debenture a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature signature, and such certificate upon any Security Debenture shall be conclusive evidence, and the only evidence, that such Security Debenture has been duly authenticated and delivered hereunder.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman, one of its Vice ChairmanChief Executive Officer, its President, one of its Managing Directors Chief Financial Officer or one of its Vice PresidentsDirectors. The signature of any of these officers on the securities Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities executed by the Company and having endorsed thereon the Guarantees executed by the Guarantor to the Trustee for authentication, together with a Company Order for the authentication and delivery of such SecuritiesSecurities with the Guarantees endorsed thereon; and the Trustee in accordance with such Company Order shall authenticate and deliver such Securities with the Guarantees endorsed thereon as in this Indenture provided and not otherwise. Each Security shall be dated the date of its authentication. No Security or Guarantee endorsed thereon shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman, one of its Vice Chairman, its President, one of its Managing Directors President or one of its Vice PresidentsPresidents under its corporate seal reproduced or impressed thereon and attested by its Secretary, the Corporate Secretary or one of its Assistant Secretaries. The signature of any of these officers on the securities Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities executed by the Company to the Trustee for authentication, together with a . Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to the Trustee ("Procedures") as may be specified from time to time by Company Order for the Order. Procedures may authorize authentication and delivery pursuant to oral instructions of the Company or a duly authorized agent, which instructions shall be promptly confirmed in writing. Prior to the delivery of a Security in any such Securities; and form to the Trustee in accordance with such for authentication, the Company Order shall authenticate and deliver such Securities as in this Indenture provided and not otherwise. 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.following:

Authentication, Delivery and Dating. The Securities Notes shall be executed on behalf of the Company by its Chairman, one of President or any Vice President and attested by its Vice Chairman, its President, one of its Managing Directors Secretary or one of its Vice PresidentsAssistant Secretary. The signature of any of these officers on the securities Notes may be manual or facsimile. Securities Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities Notes or did not hold such offices at the date of such SecuritiesNotes. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities; and the Notes. The Trustee in accordance with such Company Order shall authenticate and deliver such Securities Notes as in this Indenture provided and not otherwise. Each Security Note shall be dated as of the date of its authenticationpayment in good consideration for such Note is delivered to the Company. No Security Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security Note a certificate of authentication substantially in the -20- form provided for herein executed by the Trustee by manual signature signature, and such certificate upon any Security Note shall be conclusive evidence, and the only evidence, that such Security Note has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of the Indenture.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman, one the Chairman of its Vice ChairmanBoard of Directors, its President, one of its Managing Directors President or one any of its Vice Presidents. The signature of any of these officers on the securities Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities 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 provided in this Indenture provided and not otherwise. 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 authentication, substantially in the form provided for herein herein, duly executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman, one of its Vice Chairman, its President, one of its Managing Directors Chief Executive Officer, or one of its Vice Presidents, under its corporate seal reproduced thereon and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities 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. 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 signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its ChairmanChairman of the Board, one of its Vice ChairmanChairman of the Board, its PresidentChief Executive Officer, one of its Managing Directors President or one of its Vice Presidents, under a facsimile of its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The Any such signature of any of these officers on the securities may be manual or facsimile. Securities bearing the manual or facsimile signatures signature of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities 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. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee or an Authenticating Agent by manual signature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its ChairmanChairman of the Board of Directors, one any of its Vice ChairmanChairmen of the Board of Directors, its President, one President or any of its Managing Directors Vice Presidents, under its corporate seal reproduced thereon, and attested by its Secretary or one of its Vice PresidentsAssistant Secretaries. The signature of any of these officers on the securities Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures signature of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities 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 the Company Order shall authenticate and deliver make available for delivery such Securities as provided in this Indenture provided and not otherwise. 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 in Section 203 executed by the Trustee by manual signature signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture.

Authentication, Delivery and Dating. The Securities Debentures shall be executed on behalf of the Company by its Chairman, one Chairman of its Vice Chairmanthe Board, its President, one of its Managing Directors Chief Executive Officer 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 Debentures may be manual or facsimile. Securities Debentures bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities Debentures or did not hold such offices at the date of such SecuritiesDebentures. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities Debentures executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such SecuritiesDebentures; and the Trustee in accordance with such Company Order shall authenticate and deliver such Securities Debentures as in this Indenture provided and not otherwise. Each Security Debenture shall be dated the date of its authentication. No Security Debenture shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security Debenture a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature signature, and such certificate upon any Security Debenture shall be conclusive evidence, and the only evidence, that such Security Debenture has been duly authenticated and delivered hereunder.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its ChairmanChairman of the Board, one of its Vice ChairmanChairman of the Board, its President, one of its Managing Directors President or one of its Vice Presidents, under its corporate seal reproduced thereon attested by one of its other Authorized Officers. The signature of any of these officers on the securities Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities 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. 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 signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.

Authentication, Delivery and Dating. The Securities Debentures shall be executed on behalf of the Company by its Chairman, one of President or any Vice President and attested by its Vice Chairman, its President, one of its Managing Directors Secretary or one of its Vice PresidentsAssistant Secretary. The signature of any of these officers on the securities Debentures may be manual or facsimile. Securities Debentures bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities Debentures or did not hold such offices at the date of such SecuritiesDebentures. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities Debentures executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities; and the Debentures. The Trustee in accordance with such Company Order shall authenticate and deliver such Securities Debentures as in this Indenture provided and not otherwise. Each Security Upon the initial issuance, each Debenture shall be dated January 1, 1995, and thereafter, Debentures issued hereunder shall be dated the date of its their authentication. No Security Debenture shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security Debenture a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature signature, and such certificate upon any Security Debenture shall be conclusive evidence, and the only evidence, that such Security Debenture has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of the Indenture.

Authentication, Delivery and Dating. The Securities Debentures shall be executed on behalf of the Company by its Chairman, one of President or any Vice President and attested by its Vice Chairman, its President, one of its Managing Directors Secretary or one of its Vice PresidentsAssistant Secretary. The signature of any of these officers on the securities Debentures may be manual or facsimile. Securities Debentures bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities Debentures or did not hold such offices at the date of such SecuritiesDebentures. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities Debentures executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities; and the Debentures. The Trustee in accordance with such Company Order shall authenticate and deliver such Securities Debentures as in this Indenture provided and not otherwise. Each Security Upon the initial issuance, each Debenture shall be dated October ___, 1997, and thereafter, Debentures issued hereunder shall be dated the date of its their authentication. No Security Debenture shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security Debenture a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature signature, and such certificate upon any Security Debenture shall be conclusive evidence, and the only evidence, that such Security Debenture has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of the Indenture.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman, one Chairman of its Vice Chairmanthe Board, its President, one of its Managing Directors President or one of its Vice Presidents, under its corporate seal reproduced thereon or affixed thereto attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the securities Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date as of which such SecuritiesSecurities were dated. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securitiessecurities; and the Trustee in accordance with such Company Order shall authenticate and deliver such Securities as in this Indenture provided and not otherwise. 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 signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its ChairmanChairman of the Board, one of its Vice ChairmanChairman of the Board, its President, one of its Managing Directors President or one of its Vice Presidents. The signature of any of these officers on the securities Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities 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. 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 signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its ChairmanChairman of the Board, one of its Vice ChairmanChairman of the Board, its President, one of its Managing Directors President or one of its Vice Presidents, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the securities Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities 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 make such Securities available for delivery as in this Indenture provided and not otherwise. 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 signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board (or any Co-Chairman, one of its Vice Chairman), its President, one of its Managing Directors President or one of its Vice Presidents, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the securities Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities 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. 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 -44- 48 executed by the Trustee by manual signature signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.

Authentication, Delivery and Dating. The Securities Notes shall be executed on behalf of the Company by its Chairman, one of President or any Vice President and attested by its Vice Chairman, its President, one of its Managing Directors Secretary or one of its Vice PresidentsAssistant Secretary. The signature of any of these officers on the securities Notes may be manual or facsimile. Securities Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities Notes or did not hold such offices at the date of such SecuritiesNotes. At any time and from time to the time after the execution and delivery of this Indenture, the Company may will deliver Securities Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities; and the Notes. The Trustee in accordance with such Company Order shall authenticate and deliver such Securities Notes as in this Indenture provided and not otherwise. Each Security Upon the initial issuance, each Note shall be dated April 17, 2000, and thereafter, Notes issued hereunder shall be dated the date of its their authentication. No Security Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature signature, and such certificate upon any Security Note shall be conclusive evidence, and the only evidence, that such Security Note has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of the Indenture.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman, one of its Vice Chairman, its President, one of its Managing Directors President or one of its Vice Presidents, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities 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. 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.