Common use of Execution and Authentication Clause in Contracts

Execution and Authentication. One Officer of the Company shall execute the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The 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 Authenticating Agent. A Security and the coupons appertaining thereto shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, the certificate of authentication on the Security or on the Security to which such coupon appertains. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 8) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 and Section 2.3 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. If the Company shall establish pursuant to Section 2.3 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”

Execution and Authentication. One Officer of the Company Two Officers shall execute the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and on behalf of the Company. The seal of the Company, if any, shall be reproduced on the Securities. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The 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 Authenticating Agent. A Security and the coupons appertaining thereto shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, signs the certificate of authentication on the Security or on the Security to which such coupon appertainsappertains by an authorized officer. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 8) 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 Sections 2.01 and Section 2.3 2.03 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Officer’s Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Sections 2.01 and 2.02, if, in connection with a Periodic Offering, all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution otherwise required pursuant to Section 2.01 or the written order, Officer’s Certificate and Opinion of Counsel otherwise required pursuant to Section 2.02 at or prior to the 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. With respect to Securities of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Securities, the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.01 and 2.02, as applicable, in connection with the first authentication of Securities of such series. If the Company shall establish pursuant to Section 2.3 2.03 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”

Execution and Authentication. One Officer of the Company Two Officers shall execute the Securities and one Officer of the Company shall execute the coupons appertaining thereto (other than coupons) for the Company by facsimile or manual signature in the name and on behalf of the Company. The seal of the Company, if any, shall be reproduced on the Securities. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “"Authenticating Agent”") to authenticate SecuritiesSecurities (other than coupons). The 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 Authenticating Agent. A Security and the coupons appertaining thereto (other than coupons) shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, signs the certificate of authentication on the Security or on the Security to which such coupon appertainsSecurity. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the first authentication of any Securities of such series, and (subject to Article 8) 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a1) any Board Resolution and/or executed supplemental indenture referred to in Section Sections 2.1 and Section 2.3 by or pursuant to which the forms and terms of the Securities of that series were established; (b2) an Officers’ ' Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been been, or will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and (c3) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been been, or will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ ' rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trusteetherein. If the Company shall establish pursuant to Section 2.3 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s 's instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “"Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”"

Execution and Authentication. One Officer of the Company Two Officers shall execute the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The 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 Authenticating Agent. A Security and the coupons appertaining thereto shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, the certificate of authentication on the Security or on the Security to which such coupon appertainsSecurity. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 8) 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 Sections 2.01 and Section 2.3 2.03 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Sections 2.01 and 2.02, if, in connection with a Periodic Offering, all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution otherwise required pursuant to Section 2.01 or the written order, Officers’ Certificate and Opinion of Counsel otherwise required pursuant to Section 2.02 at or prior to the 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. With respect to Securities of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Securities, the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.01 and 2.02, as applicable, in connection with the first authentication of Securities of such series. If the Company shall establish pursuant to Section 2.3 2.03 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”

Execution and Authentication. One Officer of the Company Two Officers shall execute the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The 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 Authenticating Agent. A Security and the coupons appertaining thereto shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, signs the certificate of authentication on the Security or on the Security to which such coupon appertainsby an authorized signatory. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 8) 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 Sections 2.01 and Section 2.3 2.03 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Sections 2.01 and 2.02, if, in connection with a Periodic Offering, all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution otherwise required pursuant to Section 2.01 or the written order, Officers’ Certificate and Opinion of Counsel otherwise required pursuant to Section 2.02 at or prior to the 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. With respect to Securities of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Securities, the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.01 and 2.02, as applicable, in connection with the first authentication of Securities of such series. If the Company shall establish pursuant to Section 2.3 2.03 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”

Execution and Authentication. One Officer of the Company Two Officers shall execute the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The 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 Authenticating Agent. A Security and the coupons appertaining thereto shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, signs the certificate of authentication on the Security or on the Security to which such coupon appertainsappertains by an authorized signatory of the Trustee. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 8) 7) shall be fully protected in conclusively relying upon, unless and until the Trustee receives written notice that such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 Sections 2.01 and Section 2.3 2.03 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this IndentureIndenture and all conditions precedent to the authorization and delivery of the Securities have been complied with; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the this Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the this Indenture and would be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and that all laws and requirements in respect of the execution and delivery by the Company of such Securities have been complied with and all conditions precedent to the authorization and delivery of the Securities have been complied with, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Sections 2.01 and 2.02, if, in connection with a Periodic Offering, all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution otherwise required pursuant to Section 2.01 or the written order, Officers’ Certificate and Opinion of Counsel otherwise required pursuant to Section 2.02 at or prior to the 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. With respect to Securities of a series offered in a Periodic Offering, the Trustee may conclusively rely, as to the authorization by the Company of any of such Securities, the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.01 and 2.02, as applicable, in connection with the first authentication of Securities of such series. If the Company shall establish pursuant to Section 2.3 2.03 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”

Execution and Authentication. One Officer shall sign the Securities for the Company by manual or facsimile signature. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall execute the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of 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. A Security shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. Such a signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall at any time, and from time to time, authenticate Securities for original issue in the principal amount provided in the Board Resolution, supplemental indenture hereto or Officers ’Certificate, upon receipt by the Trustee of a Company Order. Each Security shall be dated the date of its authentication unless otherwise provided by a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate. The aggregate principal amount of Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the Board Resolution, supplemental indenture hereto or Officers’ Certificate delivered pursuant to Section 2.2, except as provided in Section 2.8. Prior to the issuance of Securities of any Series, the Trustee shall have received and (subject to Section 7.2) shall be fully protected in relying on: (a) the Board Resolution, supplemental indenture hereto or Officers’ Certificate establishing the form of the Securities of that Series or of Securities within that Series and the terms of the Securities of that Series or of Securities within that Series, (b) an Officers’ Certificate complying with Section 10.4, and (c) an Opinion of Counsel complying with Section 10.4. The Trustee shall have the right to decline to authenticate and deliver any Securities of such Series: (a) if the Trustee, being advised by counsel, determines that such action may not be taken lawfully; or (b) if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to Holders of any then outstanding Series of Securities. The Trustee or Company may appoint an authenticating agent (acceptable to the “Authenticating Agent”) Company or Trustee, respectively, to authenticate Securities. The Authenticating Agent 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 Authenticating Agentagent. A Security and An authenticating agent has the coupons appertaining thereto shall not be valid until the Trustee or Authenticating same rights as an Agent signs, manually or by facsimile, the certificate of authentication on the Security or on the Security to which such coupon appertains. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated under this Indenture. At any time and from time to time after the execution and delivery of this Indenture, deal with the Company may deliver Securities of any series having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order an Affiliate of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 8) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 and Section 2.3 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. If the Company shall establish pursuant to Section 2.3 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”

Execution and Authentication. One An Officer of the Company Issuer shall execute sign the Securities for the Issuer, and one an Officer of the Company Parent Guarantor shall execute sign the coupons appertaining thereto Parent Guarantees for the Company Parent Guarantor, in each case by manual or facsimile or manual signature in the name and on behalf of the Companysignature. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto Parent Guarantee no longer holds that office at the time the Security is authenticated, the Security and such coupon or Parent Guarantee, as the case may be, shall nevertheless be valid. A Security shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall at any time, and from time to time, authenticate Securities for original issue in the principal amount provided in the Board Resolution, Officer’s Certificate or supplemental indenture, upon receipt by the Trustee of a Company Order. Each Security shall be dated the date of its authentication unless otherwise provided by the relevant Board Resolution, Officer’s Certificate or supplemental indenture. Notwithstanding the provisions of Section 2.2 and the preceding paragraph, 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 a Company Order or such other procedures acceptable to the Trustee as may be specified by or pursuant to a supplemental indenture or the written order of the Issuer delivered to the Trustee prior to the time of the first authentication of Securities of such Series. The aggregate principal amount of Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the Board Resolution, Officer’s Certificate or supplemental indenture delivered pursuant to Section 2.2. Prior to the issuance of Securities of any Series, the Trustee shall have received and (subject to Section 7.2) shall be fully protected in relying on: (a) the Board Resolution, Officer’s Certificate or supplemental indenture establishing the form of the Securities of that Series or of Securities within that Series and the terms of the Securities of that Series or of Securities within that Series, (b) an Officer’s Certificate complying with Section 10.4, and (c) an Opinion of Counsel complying with Section 10.4. With respect to Securities of a Series subject to a Periodic Offering, the Trustee conclusively may rely, as to the authorization by the Issuer of any of such Securities, the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the written order of the Issuer, Opinion of Counsel, Officer’s Certificate and other documents delivered pursuant to this Section 2.3 at or prior to the time of the first authentication of Securities of such Series unless and until such written order, Opinion of Counsel, Officer’s Certificate or other documents have been superseded or revoked, and written notice thereof is provided to Trustee, at or expire by their terms. The Trustee shall have the expense right to decline to authenticate and deliver any Securities of such Series: (a) if the CompanyTrustee, being advised by counsel, determines that such action may not be taken lawfully; or (b) if the Trustee in good faith by its board of directors or trustees, executive committee or a committee of Responsible Officers shall determine that such action would expose the Trustee to personal liability. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The Authenticating Agent 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 Authenticating Agentagent. A Security and An authenticating agent has the coupons appertaining thereto shall not be valid until the Trustee or Authenticating same rights as an Agent signs, manually or by facsimile, the certificate of authentication on the Security or on the Security to which such coupon appertains. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together deal with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to Issuer or upon the written order an Affiliate of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 8) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 and Section 2.3 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. If the Company shall establish pursuant to Section 2.3 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor DepositaryIssuer.”

Execution and Authentication. One Officer of the Company Two Officers shall execute the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and on behalf of the Company. The seal of the Company, if any, shall be reproduced on the Securities. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The 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 Authenticating Agent. A Security and the coupons appertaining thereto shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, signs the certificate of authentication on the Security or on the Security to which such coupon appertainsappertains by an authorized officer. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 8) ‎Article 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 Sections ‎2.01 and Section 2.3 ‎2.03 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Sections 2.01 and 2.02, if, in connection with a Periodic Offering, all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution otherwise required pursuant to Section 2.01 or the written order, Officers’ Certificate and Opinion of Counsel otherwise required pursuant to Section 2.02 at or prior to the 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. With respect to Securities of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Securities, the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.01 and 2.02, as applicable, in connection with the first authentication of Securities of such series. If the Company shall establish pursuant to Section 2.3 ‎Section 2.03 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”

Execution and Authentication. One At least one Officer of the Company shall execute must sign the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by manual or facsimile or manual signature in the name and on behalf of the Companysignature. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the a Security is authenticated, the Security and such coupon shall will nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The 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 Authenticating Agent. A Security and the coupons appertaining thereto shall will not be valid until authenticated by the manual signature of the Trustee or Authenticating Agent signs, manually or by facsimile, the certificate of authentication on the Security or on the Security to which such coupon appertainsan authenticating agent. The signature shall will be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication authentication, together with a Company Order for the applicable documents referred to below in this Sectionauthentication and delivery of such Securities (an “Authentication Order”), and the Trustee shall thereupon in accordance with the Authentication Order will authenticate and deliver such Securities to or upon the written order of the CompanySecurities. In authenticating any Securities of a seriessuch Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive prior to the authentication of any Securities of such seriesreceive, and (subject to Article 8) shall Section 7.01) will be fully protected in conclusively relying upon, unless and until such documents have been superseded or revoked: (a) any the Board Resolution and/or executed Resolution, supplemental indenture referred to in Section 2.1 hereto or Officers’ Certificate establishing the form of the Securities of that Series or of Securities within that Series and Section 2.3 by or pursuant to which the forms and terms of the Securities of that series were established; Series or of Securities within that Series, (b) an Officers’ Certificate setting forth the form or forms complying with Section 11.04 and terms of the Securities, stating that the form or forms 11.05 and terms of the Securities of such series have been established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to stating: (a) that such form of the effect Securities has been established in conformity with the provisions of this Indenture; (b) that the form or forms and such terms of the Securities of such series have been established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance conformity with the provisions of the Indenture this Indenture; (c) that such Securities, when authenticated and delivered to and duly paid for by the purchasers thereof on Trustee and issued by the date Company in the manner and subject to any conditions specified in such Opinion of such opinionCounsel, would be entitled to the benefits of the Indenture and would be will constitute valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, subject to except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, receivershipmoratorium, moratorium and or other similar laws relating to or affecting creditors’ rights generally, and by general principles of equity; and (d) that all conditions precedent and covenants to the issuance of the Securities have been satisfied. The aggregate principal amount of Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the Board Resolution, and covering such other matters supplemental indenture hereto or Officers’ Certificate delivered pursuant to Section 2.02, except as shall be specified therein and as shall be reasonably requested by the Trusteeprovided in Section 2.09. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably may appoint an authenticating agent acceptable to the TrusteeCompany to authenticate Securities. If the Company shall establish pursuant to Section 2.3 that the An authenticating agent may authenticate Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and whenever the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated may do so. Each reference in an amount equal this Indenture to the aggregate Principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to such Depositary deal with Holders or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee an Affiliate 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 DepositaryCompany.”

Execution and Authentication. One Officer of the Company Two Officers shall execute sign the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by manual or facsimile or manual signature in the name and on behalf of the Companysignature. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the such Security is authenticated, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The 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 Authenticating Agent. A No Security and the coupons appertaining thereto shall not be valid until authenticated by the Trustee or Authenticating Agent signs, manually or by facsimile, manual signature of the certificate of authentication on the Security or on the Security to which such coupon appertainsTrustee. The signature shall be conclusive evidence that the such Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication authentication, together with a Company Order for the applicable documents referred to below in this Sectionauthentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall thereupon authenticate and deliver such Securities to Securities. If the form or upon the written order terms of the Company. In authenticating any Securities of a seriesthe series have been established by or pursuant to one or more Board Resolutions as permitted by Sections 2.01 and 2.02, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive prior to the authentication of any Securities of such seriesreceive, and (subject to Article 8) Section 7.01) shall be fully protected in relying upon, unless a copy of such Board Resolution, the Officers' Certificate setting forth the terms of the series and until an Opinion of Counsel, with such documents have been superseded or revoked:Opinion of Counsel stating, (a1) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 and Section 2.3 if the form of such Securities has been established by or pursuant to which Board Resolution as permitted by Section 2.01, that such form has been established in conformity with the forms and terms provisions of the Securities of that series were establishedthis Indenture; (b2) an Officers’ Certificate setting forth if the form or forms and terms of the Securitiessuch Securities have been established by or pursuant to Board Resolution as permitted by Section 2.02, stating that the form or forms and such terms of the Securities of such series have been established in compliance conformity with the provisions of this Indenture; and (c3) an that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture and that the supplemental indentureCounsel, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be will constitute valid and legally binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium and other similar laws of general applicability relating to or affecting creditors’ ' rights generallyand to general equity principles. If such form or terms have been so established, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s '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. If Each Security shall be dated the Company shall establish pursuant to date of its authentication. Notwithstanding the provisions of Section 2.3 that 2.02 and of the preceding paragraph, if all Securities of a series or a portion thereof are not to be originally issued in at one time, it shall not be necessary to deliver the form of one Officers' Certificate otherwise required pursuant to Section 2.02 or more Registered Global Securities, then the Company shall execute Order and the Trustee shall authenticate and deliver one Opinion of Counsel otherwise required pursuant to such preceding paragraph at or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal prior to the aggregate Principal amount authentication of all of the Securities each Security of such series issued in if such form and not yet cancelled, (ii) shall be registered in documents are delivered at or prior to the name authentication upon original issuance of the Depositary for such Registered Global first Security or Securities or the nominee of such Depositary, (iii) shall series to be delivered issued. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate any Security. An authenticating agent may authenticate any Security 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 an Agent to such Depositary deal with Holders or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee an Affiliate 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 DepositaryCompany.”

Execution and Authentication. One Officer of shall sign the Company shall execute the Debt Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by manual or facsimile or manual signature in the name and on behalf of the Companysignature. If an Officer of the Company whose signature is on a Debt Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticatedTrustee authenticates the Debt Security, the Debt Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The 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 Authenticating Agentvalid nevertheless. A Debt Security and the coupons appertaining thereto shall not be valid until an authorized signatory of the Trustee or Authenticating Agent signs, manually or by facsimile, authenticates the certificate of authentication on the Security or on the Security to which such coupon appertainsDebt Security. The signature of the Trustee on a Debt Security shall be conclusive evidence that the such Debt Security or the Security to which the coupon appertains has been duly and validly authenticated and issued under this Indenture. A Debt Security shall be dated the date of its authentication. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Trustee shall authenticate and make available for delivery Debt Securities of any series having attached thereto appropriate couponsin such form or forms as shall be established pursuant to Section 2.1, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the a written order of the CompanyCompany signed by two Officers or by an Officer and either an assistant treasurer or an assistant secretary of the Company (the “Company Order”) and delivered to the Trustee. Such Company Order shall specify the amount of the Debt Securities to be authenticated and the date on which the original issue of such Debt Securities is to be authenticated. In authenticating any Debt Securities of a series, the Trustee shall be entitled to receive receive, prior to the first authentication of any Debt Securities of such series, and (and, subject to Article 8) VII, shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or the executed supplemental indenture referred to in Section Sections 2.1 and Section 2.3 by or pursuant to which the form or forms and terms of the Debt Securities of that for such series were established; (b) an Officers’ Certificate setting forth certifying as to the form or forms and terms of the Securities, stating that the form or forms and terms of the Debt Securities of for such series have having been established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that (i) the form or forms and terms of the Debt Securities of such series have been established in compliance accordance with this Indenture; (ii) all conditions precedent set forth in this Indenture as to the authentication and that delivery of such Debt Securities have been complied with; and (iii) the supplemental indenture, to the extent if applicable, and the Debt Securities have been duly authorized and, if executed in the case of the Debt Securities, when authenticated and authenticated delivered by the Trustee and issued by the Company, in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinionthis Indenture, would be entitled to the benefits of the Indenture and would be will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, generally and to general principles of equity; provided, and covering however, if all Debt Securities of a particular series are not to be originally issued at one time, it shall not be necessary to deliver the foregoing documents at or prior to the time of authentication of each Debt Security of such other matters as shall series if such documents are delivered at or prior to the authentication upon original issuance of the first Debt Security of such series to be specified therein and as shall be reasonably requested by the Trusteeissued. The Trustee shall not be required to authenticate such Securities if may appoint an agent (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 “Authenticating Agent”) reasonably acceptable to the TrusteeCompany to authenticate the Debt Securities. If Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Debt Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by the Authenticating Agent. An Authenticating Agent has the same rights as a Paying Agent to deal with Holders or the Company and shall have the same privileges, rights and immunities as granted to the Trustee under Article VII. In case the Company, pursuant to Article IV, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall establish have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Section 2.3 that Article IV, any of the Debt Securities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Debt Securities of a the same series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered executed in the name of the Depositary successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Debt Securities surrendered for such Registered Global Security or exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and deliver Debt Securities or as specified in such order for the nominee purpose of such Depositary, (iii) exchange. If Debt Securities shall at any time be authenticated and delivered by the Trustee to such Depositary or its custodian or in any new name of a successor Person pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise this Section 2.2 in the form exchange or substitution for or upon registration of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered formtransfer of any Debt Securities, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor DepositaryPerson shall provide for the exchange of all Debt Securities at the time outstanding for Debt Securities authenticated and delivered in such new name.”

Execution and Authentication. One Officer of the Company Two Officers shall execute sign the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by manual or facsimile or manual signature in signature. The Company's seal shall be reproduced on the name and on behalf Securities. Two Officers of the CompanyGuarantor shall sign the notation of the Guarantee by manual or facsimile signature. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticatedTrustee authenticates the Security, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The 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 Authenticating Agentvalid nevertheless. A Security and the coupons appertaining thereto shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, signs the certificate of authentication on the Security or on the Security to which such coupon appertainsSecurity. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the The Trustee shall thereupon authenticate and deliver such Securities to or for original issue upon the a written order of the Company signed by two Officers or by an Officer and an Assistant Treasurer of the Company. Each Security shall be dated the date of its authentication. In authenticating any Securities of a seriesSecurities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive prior to the authentication of any Securities of such seriesreceive, and (subject to Article 8) the TIA) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 and Section 2.3 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture; and (c) an Opinion of Counsel substantially stating that all conditions precedent to the effect that the form or forms authentication and terms delivery of the Securities of such series have been established in compliance complied with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized executed and, if executed and when the Securities have been duly authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinionTrustee, would will be entitled to the benefits of the Indenture duly issued and would be delivered and will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to any applicable bankruptcy, insolvencyinsolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, receivership, moratorium and other or similar laws affecting the enforcement of creditors’ ' rights generally, generally and subject to the effect of general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue fair dealing (regardless 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 whether enforcement is considered in a manner which is not reasonably acceptable to the Trustee. If the Company shall establish pursuant to Section 2.3 that the Securities of a series proceeding in equity or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositaryat law).”

Execution and Authentication. One Officer of the Company The Securities shall execute the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and be executed on behalf of the CompanyCompany and the Guarantees endorsed thereon shall be executed on behalf of the Guarantors, respectively, by two Officers or an Officer and the Secretary. If an Officer of the Company or a Secretary whose signature is on a Security or coupon appertaining thereto Guarantee no longer holds that office at the time the Security is authenticatedTrustee authenticates the Security, the Security and such coupon Guarantee shall nevertheless be validvalid nevertheless. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The 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 Authenticating Agent. A Security and the coupons appertaining thereto Guarantees endorsed thereon shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, signs the certificate of authentication on the Security or on the Security to which such coupon appertainsSecurity. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has and Guarantees have been properly executed and, if applicable, authenticated 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 having attached thereto appropriate coupons, if any, Series executed by the Company to the Trustee for authentication Trustee, and with Guarantees endorsed thereon and executed by the Guarantors, together with a Company Order for the applicable documents referred to below 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 Trustee upon the telephonic, written or other order of Persons designated in this Sectionthe Company Order, and that such Persons are authorized to specify the Trustee shall thereupon authenticate terms and deliver such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities conditions of such series, and (subject to Article 8) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 and Section 2.3 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for permitted by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the TrusteeAuthorizing Resolutions and/or supplemental indenture (if any) relating thereto. The Trustee shall not be required execute and deliver the supplemental indenture (if any) relating to authenticate such said Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. If the Company shall establish pursuant to Section 2.3 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one said Securities as specified in such Company Order; provided that, prior to authentication and delivery of the first Securities of any Series, the Trustee shall have received: (1) a copy of the Authorizing Resolutions, with a copy of the form of Security and the Guarantees approved thereby attached thereto, or more Registered Global Securities that (i) shall represent and shall be denominated a supplemental indenture in an amount equal to respect of the aggregate Principal amount of all issuance of the Securities of such series issued in such form the Series and not yet cancelledthe Guarantees, (ii) shall be registered in the name executed on behalf of the Depositary for such Registered Global Security or Company and the Guarantors, as applicable; (2) an Officers' Certificate to the effect that the Securities or the nominee of such Depositary, Series comply or will comply with the requirements of this Indenture and the said Authorizing Resolutions and/or supplemental indenture (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”if any);

Execution and Authentication. One Officer shall sign the Securities for the Company by manual or facsimile signature. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall execute the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of 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. A Security shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. Such a signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall at any time, and from time to time, authenticate Securities for original issue in the principal amount provided in the Board Resolution, supplemental indenture hereto or Officers’ Certificate, upon receipt by the Trustee of a Company Order. Each Security shall be dated the date of its authentication unless otherwise provided by a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate. The aggregate principal amount of Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the Board Resolution, supplemental indenture hereto or Officers’ Certificate delivered pursuant to Section 2.2, except as provided in Section 2.8. Prior to the issuance of Securities of any Series, the Trustee shall have received and (subject to Section 7.2) shall be fully protected in relying on: (a) the Board Resolution, supplemental indenture hereto or Officers’ Certificate establishing the form of the Securities of that Series or of Securities within that Series and the terms of the Securities of that Series or of Securities within that Series, (b) an Officers’ Certificate complying with Section 10.4, and (c) an Opinion of Counsel complying with Section 10.4. The Trustee shall have the right to decline to authenticate and deliver any Securities of such Series: (a) if the Trustee, being advised by counsel, determines that such action may not be taken lawfully; or (b) if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to Holders of any then outstanding Series of Securities. The Trustee or Company may appoint an authenticating agent (acceptable to the “Authenticating Agent”) Company or Trustee, respectively, to authenticate Securities. The Authenticating Agent 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 Authenticating Agentagent. A Security and An authenticating agent has the coupons appertaining thereto shall not be valid until the Trustee or Authenticating same rights as an Agent signs, manually or by facsimile, the certificate of authentication on the Security or on the Security to which such coupon appertains. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated under this Indenture. At any time and from time to time after the execution and delivery of this Indenture, deal with the Company may deliver Securities of any series having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order an Affiliate of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 8) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 and Section 2.3 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. If the Company shall establish pursuant to Section 2.3 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”

Execution and Authentication. One Officer of the Company Two Officers shall execute the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and on behalf of the Company. The seal of the Company, if any, shall be reproduced on the Securities. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The 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 Authenticating Agent. A Security and the coupons appertaining thereto shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, signs the certificate of authentication on the Security or on the Security to which such coupon appertainsappertains by an authorized officer. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 8) 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 Sections 2.01 and Section 2.3 2.03 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Sections 2.01 and 2.02, if, in connection with a Periodic Offering, all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution otherwise required pursuant to Section 2.01 or the written order, Officers’ Certificate and Opinion of Counsel otherwise required pursuant to Section 2.02 at or prior to the 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. With respect to Securities of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Securities, the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.01 and 2.02, as applicable, in connection with the first authentication of Securities of such series. If the Company shall establish pursuant to Section 2.3 2.03 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”

Execution and Authentication. One An Officer of the Company shall execute must sign the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by manual or facsimile or manual signature in the name and on behalf of the Companysignature. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the a Security is authenticated, the Security and such coupon shall will nevertheless be valid. A Security will not be valid until authenticated by the manual signature of the Trustee. The signature will be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall at any time, and from time to time, authenticate Securities of a Series for original issue in the principal amount provided in the Board Resolution, supplemental indenture hereto or Officers' Certificate described in Section 2.02 with respect to such Series upon receipt by the Trustee of an Authentication Order. Such Authentication Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Company or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing. Each Security shall be dated the date of its authentication unless otherwise provided by the Board Resolution, supplemental indenture hereto or Officers' Certificate described in Section 2.02 with respect to such Series. The aggregate principal amount of Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the Board Resolution, supplemental indenture hereto or Officers' Certificate delivered pursuant to Section 2.02, except as provided in Section 2.08. Prior to the issuance of Securities of any Series, the Trustee shall have received and (subject to Section 7.02) shall be fully protected in relying on: (a) the Board Resolution, supplemental indenture hereto or Officers' Certificate establishing the form of the Securities of that Series or of Securities within that Series and the terms of the Securities of that Series or of Securities within that Series, (b) an Officers' Certificate complying with Section 12.04, and (c) an Opinion of Counsel complying with Section 12.04. The Trustee shall have the right to decline to authenticate and deliver any Securities of such Series: (a) if the Trustee, at being advised by counsel, determines that such action may not lawfully be taken; or (b) if the expense Trustee in good faith by its board of directors or trustees, executive committee or a trust committee of directors and/or vice-presidents shall determine that such action would expose the Company, Trustee to personal liability to Holders of any then outstanding Series of Securities. The Trustee may appoint an authenticating agent (acceptable to the “Authenticating Agent”) Company to authenticate Securities. The Authenticating Agent 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 Authenticating Agentagent. A Security and An authenticating agent has the coupons appertaining thereto shall not be valid until the Trustee same rights as an Agent to deal with Holders or Authenticating Agent signs, manually or by facsimile, the certificate of authentication on the Security or on the Security to which such coupon appertains. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order an Affiliate of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 8) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 and Section 2.3 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. If the Company shall establish pursuant to Section 2.3 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”

Execution and Authentication. One Officer of the Company (a) Two Officers shall execute the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and on behalf of the Company. The seal of the Company, if any, shall be reproduced on the Securities. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. . (b) The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The 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 Authenticating Agent. . (c) A Security and the coupons appertaining thereto shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, signs the certificate of authentication on the Security or on the Security to which such coupon appertainsappertains by an authorized officer. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated under this Indenture. . (d) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 8) 7) shall be fully protected in conclusively relying upon, unless and until such documents have been superseded or revoked: (ai) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 Sections 2.01 and Section 2.3 2.03 by or pursuant to which the forms and terms of the Securities of that series were established; (bii) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and (ciii) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the this Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the this Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and that all laws and requirements in respect of the execution and delivery by the Company of such Securities have been complied with, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. . (e) The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. . (f) Notwithstanding the provisions of Sections 2.01 and 2.02, if, in connection with a Periodic Offering, all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution otherwise required pursuant to Section 2.01 or the written order, Officers’ Certificate and Opinion of Counsel otherwise required pursuant to Section 2.02 at or prior to the 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. (g) With respect to Securities of a series offered in a Periodic Offering, the Trustee may conclusively rely, as to the authorization by the Company of any of such Securities, the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.01 and 2.02, as applicable, in connection with the first authentication of Securities of such series. (h) If the Company shall establish pursuant to Section 2.3 2.03 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”

Execution and Authentication. One Officer of the Company Two Officers shall execute the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The 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 Authenticating Agent. A Security and the coupons appertaining thereto shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, signs the certificate of authentication on the Security or on the Security to which such coupon appertainsby an authorized signatory. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 8) VII) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 Sections 2.01 and Section 2.3 2.03 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the Trustee reasonably determines that 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 in any material respect or may not be lawfully taken. Notwithstanding the provisions of Sections 2.01 and 2.02, if, in connection with a Periodic Offering, all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution otherwise required pursuant to Section 2.01 or the written order of the Company, Officers’ Certificate and Opinion of Counsel otherwise required pursuant to Section 2.02 at or prior to the 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. With respect to Securities of a series offered in a manner which is not reasonably acceptable Periodic Offering, the Trustee may rely, as to the Trusteeauthorization by the Company of any of such Securities, the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.01 and 2.02, as applicable, in connection with the first authentication of Securities of such series. If the Company shall establish pursuant to Section 2.3 2.03 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”

Execution and Authentication. One Officer The chairman of the Company board of directors, the president, the executive vice president or any senior vice president and the treasurer or any assistant treasurer or the secretary or any assistant secretary shall execute the Debt Securities and one Officer of the Company shall execute the coupons appertaining thereto (other than coupons) for the Company by facsimile or manual signature in the name and on behalf of the Company. The seal of the Company, if any, shall be reproduced on the Debt Securities. If an Officer of the Company whose signature is on a Debt Security or coupon appertaining thereto no longer holds that office at the time the Debt Security is authenticated, the Debt Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate SecuritiesDebt Securities (other than coupons). The Authenticating Agent may authenticate Debt Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. A Debt Security and the coupons appertaining thereto (other than coupons) shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, signs the certificate of authentication on the Security or on the Security to which such coupon appertainsDebt Security. The signature shall be conclusive evidence that the Debt Security or the Security to which the coupon appertains has been authenticated under this Indenture. 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and upon the written order of the Company the Trustee shall thereupon authenticate and deliver make available for delivery such Debt Securities to or upon the written order of the Company. In authenticating any Debt Securities of a series, the Trustee shall be entitled to receive prior to the first authentication of any Debt Securities of such series, and (subject to Article 8) 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 Sections 2.01 and Section 2.3 2.03 by or pursuant to which the forms and terms of the Debt Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Debt Securities, stating that the form or forms and terms of the Debt Securities of such series have been been, or will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Debt Securities of such series have been been, or will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Debt Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trusteetherein. If the Company shall establish pursuant to Section 2.3 2.03 that the Debt Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and upon the written order of the Company the Trustee shall authenticate and deliver make available for delivery one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal principal amount of all of the Debt Securities of such series issued in such form and not yet cancelledcanceled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Debt Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, this Debt Security may not be transferred except as a whole by the Depositary to the 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.”

Execution and Authentication. One Officer The chairman of the Company board of directors, the president, the executive vice president or any senior vice president and the treasurer or any assistant treasurer or the secretary or any assistant secretary shall execute the Securities and one Officer of the Company shall execute the coupons appertaining thereto (other than coupons) for the Company by facsimile or manual signature in the name and on behalf of the Company. The seal of the Company, if any, shall be reproduced on the Securities. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “"Authenticating Agent”") to authenticate SecuritiesSecurities (other than coupons). The 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 Authenticating Agent. A Security and the coupons appertaining thereto (other than coupons) shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, signs the certificate of authentication on the Security or on the Security to which such coupon appertainsSecurity. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver make available for delivery such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the first authentication of any Securities of such series, and (subject to Article 8) 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a1) any Board Resolution and/or executed supplemental indenture referred to in Section Sections 2.1 and Section 2.3 by or pursuant to which the forms and terms of the Securities of that series were established; (b2) an Officers’ ' Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been been, or will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and (c3) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been been, or will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ ' rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trusteetherein. If the Company shall establish pursuant to Section 2.3 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver make available for delivery one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal principal amount of all of the Securities of such series issued in such form and not yet cancelledcanceled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s 's instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “"Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the 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.”"

Execution and Authentication. One Officer of the Company Two officers shall execute the Securities and one Officer of the Company shall execute the coupons appertaining thereto (other than coupons) for the Company by facsimile or manual signature in the name and on behalf of the Company. The seal of the Company, if any, shall be reproduced on the Securities. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “"Authenticating Agent”") to authenticate SecuritiesSecurities other than coupons. The 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 Authenticating Agent. A Security and the coupons appertaining thereto (other than coupons) shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, signs the certificate of authentication on the Security or on the Security to which such coupon appertainsSecurity. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the first authentication of any Securities of such series, and (subject to Article 8) 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a1) any Board Resolution and/or executed supplemental indenture referred to in Section Sections 2.1 and Section 2.3 by or pursuant to which the forms and terms of the Securities of that series were established; (b2) an any Officers’ ' Certificate referred to in Sections 2.1 and 2.3 setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been been, or will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and (c3) at the option of the Company, either an Opinion of Counsel Counsel, or a letter addressed to the Trustee permitting it to rely on an Opinion of Counsel, substantially to the effect that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ ' rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trusteetherein. If the Company shall establish pursuant to Section 2.3 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal principal amount of all of the Securities of such series issued in such form and not yet cancelledcanceled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s 's instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “"Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”"

Execution and Authentication. One At least one Officer of the Company shall execute the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and on behalf of each of the CompanyIssuers by manual, facsimile or electronic (including, but not limited to, “.pdf”) signature. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the a Security is authenticated, the Security and such coupon shall nevertheless be valid. The Trustee, at A Security shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated by the expense manual or electronic signature of the CompanyTrustee. The signature shall be conclusive evidence that the Security has been duly authenticated and delivered under this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Securities executed by the Issuers to the Trustee for authentication and delivery and the Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver the Securities of any series for an aggregate principal amount specified in such Authentication Order for such Securities. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall receive, and, subject to Section 7.01, shall be fully protected in relying upon: (a) (x) if the terms and form of such Securities are established by action taken pursuant to a resolution or resolutions of the Board of the Issuers, a copy of the appropriate record of such action, certified by the Secretary or an Assistant Secretary of the Issuers, and (y) if the terms and form of such Securities are established by an Officer’s Certificate pursuant to general authorization of the Board of the Issuers, such Officer’s Certificate; and/or (b) a copy of the executed supplemental indenture. (c) an Officer’s Certificate delivered in accordance with Sections 13.04 and 13.05; and (d) an Opinion of Counsel, delivered in accordance with Sections 13.04 and 13.05, and which shall also state: (1) that the form of such Securities has been established by an Officer’s Certificate or supplemental indenture or pursuant to resolutions of the Issuers’ Boards in accordance with Section 2.01 of this Base Indenture and in conformity with this Base Indenture; (2) that the terms of such Securities have been established in accordance with Section 2.01 of this Base Indenture and in conformity with the other provisions of this Base Indenture; and (3) that such Securities, when authenticated and delivered by the Trustee and issued by the Issuers in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of each Issuer, enforceable in accordance with their terms, subject to customary exceptions, limitations, qualifications and other assumptions. The Trustee may appoint an authenticating agent (acceptable to the “Authenticating Agent”) Issuers to authenticate Securities. The Authenticating Agent 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 Authenticating Agentagent. A Security and An authenticating agent has the coupons appertaining thereto shall not be valid until the Trustee same rights as an Agent to deal with Holders or Authenticating Agent signs, manually or by facsimile, the certificate of authentication on the Security or on the Security to which such coupon appertains. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order an Affiliate of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 8) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 and Section 2.3 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. If the Company shall establish pursuant to Section 2.3 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor DepositaryIssuers.”

Execution and Authentication. One Officer of the Company Two Officers shall execute sign the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by manual or facsimile or manual signature in signature. The Company's seal may be reproduced on the name and on behalf of the CompanySecurities. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the such Security is authenticated, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The 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 Authenticating Agent. A No Security and the coupons appertaining thereto shall not be valid until authenticated by the Trustee or Authenticating Agent signs, manually or by facsimile, manual signature of the certificate of authentication on the Security or on the Security to which such coupon appertainsTrustee. The signature shall be conclusive evidence that the such Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication authentication, together with a Company Order for the applicable documents referred to below in this Sectionauthentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall thereupon authenticate and deliver such Securities to Securities. If the form or upon the written order terms of the Company. In authenticating any Securities of a seriesthe series have been established by or pursuant to one or more Board Resolutions as permitted by Sections 2.01 and 2.02, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive prior to the authentication of any Securities of such seriesreceive, and (subject to Article 8) Section 7.01) shall be fully protected in relying upon, unless a copy of such Board Resolution, the Officers' Certificate setting forth the terms of the series and until an Opinion of Counsel, with such documents have been superseded or revoked:Opinion of Counsel stating, (a1) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 and Section 2.3 if the form of such Securities has been established by or pursuant to which Board Resolution as permitted by Section 2.01, that such form has been established in conformity with the forms and terms provisions of the Securities of that series were establishedthis Indenture; (b2) an Officers’ Certificate setting forth if the form or forms and terms of the Securitiessuch Securities have been established by or pursuant to Board Resolution as permitted by Section 2.02, stating that the form or forms and such terms of the Securities of such series have been established in compliance conformity with the provisions of this Indenture; and (c3) an that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture and that the supplemental indentureCounsel, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be will constitute valid and legally binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium and other similar laws of general applicability relating to or affecting creditors’ ' rights generallyand to general equity principles. If such form or terms have been so established, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s '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. If Notwithstanding the Company shall establish pursuant to provisions of Section 2.3 that 2.02 and of the preceding paragraph, if all Securities of a series or a portion thereof are not to be originally issued in at one time, it shall not be necessary to deliver the form of one Officers' Certificate otherwise required pursuant to Section 2.02 or more Registered Global Securities, then the Company shall execute Order and the Trustee shall authenticate and deliver one Opinion of Counsel otherwise required pursuant to such preceding paragraph at or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal prior to the aggregate Principal amount authentication of all of the Securities each Security of such series issued in if such form and not yet cancelled, (ii) documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be registered dated the date of its authentication. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate any Security. An authenticating agent may authenticate any Security whenever the Trustee may do so. Each reference in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same right as an Agent to such Depositary deal with the Company or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee an Affiliate 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 DepositaryCompany.”

Execution and Authentication. One Officer of the Company The Securities shall execute the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and be executed on behalf of the CompanyCompany by its Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President or any Vice President. The signature of any of these officers on the Securities may be manual or facsimile. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto was an Officer at the time of such execution but no longer holds that office at the time the Security is authenticatedTrustee authenticates the Security, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The 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 Authenticating Agent. A Security and the coupons appertaining thereto shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, the certificate of authentication on the Security or on the Security to which such coupon appertains. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated under this Indenturenevertheless. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication authentication, together with a Company Order for the applicable documents referred to below in this Sectionauthentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall thereupon authenticate and deliver such Securities to Securities. If the form or upon the written order terms of the Company. In authenticating any Securities of a seriesthe series have been established by or pursuant to one or more Board Resolutions as permitted by Sections 2.01 and 2.02, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive prior to the authentication of any Securities of such seriesreceive, and (subject to Article 8) Section 7.01) shall be fully protected in relying upon, unless and until such documents have been superseded or revokedan Opinion of Counsel stating: (a1) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 and Section 2.3 if the form of such Securities has been established by or pursuant to which Board Resolution as permitted by Section 2.02, that such form has been established in conformity with the forms and terms provisions of the Securities of that series were establishedthis Indenture; (b2) an Officers’ Certificate setting forth if the form or forms and terms of the Securitiessuch Securities have been established by or pursuant to Board Resolution as permitted by Section 2.01, stating that the form or forms and such terms of the Securities of such series have been established in compliance conformity with the provisions of this Indenture; and (c3) an that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture and that the supplemental indentureCounsel, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be will constitute valid and legally binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization, receivership, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights generallyand to general equity principles. If such form or terms have been so established, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. If Notwithstanding the provisions of Section 2.01 and of the second preceding paragraph, if all Securities of any series are not to be originally issued at one time, it shall not be necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 2.01 or the Company Order and Opinion of Counsel otherwise required pursuant to such second preceding paragraph at or prior to the 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. 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 establish pursuant deliver such Security to the Trustee for cancellation as provided in Section 2.3 that 2.12, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Securities of each series shall be issuable only in registered form without coupons and only in such denominations as shall be specified as contemplated by Section 2.01. In the absence of any such specified denomination with respect to the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securitiesany series, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered issuable in the name denominations of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions $1,000 and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositaryintegral multiple thereof.”

Execution and Authentication. One Officer of the Company shall execute sign the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by manual or facsimile or manual signature in the name and on behalf of the Companysignature. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. A Security shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall at any time, and from time to time, authenticate Securities for original issue in the principal amount provided in the Board Resolution and Officers’ Certificate or supplemental indenture hereto, upon receipt by the Trustee of a Company Order. Each Security shall be dated the date of its authentication unless otherwise provided by a Board Resolution and Officers’ Certificate or supplemental indenture hereto. The aggregate principal amount of Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the Board Resolution and Officers’ Certificate or supplemental indenture hereto delivered pursuant to Section 2.2, except as provided in Section 2.8. Prior to the issuance of Securities of any Series, the Trustee shall have received and (subject to Section 7.2) shall be fully protected in relying on: (a) the Board Resolution and Officers’ Certificate or supplemental indenture hereto establishing the form of the Securities of that Series or of Securities within that Series and the terms of the Securities of that Series or of Securities within that Series, (b) an Officers’ Certificate complying with Section 10.4, and (c) an Opinion of Counsel complying with Section 10.4. The Trustee shall have the right to decline to authenticate and deliver any Securities of such Series: (a) if the Trustee, at being advised by counsel, determines that such action may not be taken lawfully; or (b) if the expense Trustee in good faith by its board of directors or trustees, executive committee or a trust committee of directors and/or Vice Presidents shall determine that such action would expose the Company, Trustee to personal liability to Holders of any then outstanding Series of Securities. The Trustee may appoint an authenticating agent (acceptable to the “Authenticating Agent”) Company to authenticate Securities. The Authenticating Agent 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 Authenticating Agentagent. A Security and An authenticating agent has the coupons appertaining thereto shall not be valid until the Trustee or Authenticating same rights as an Agent signs, manually or by facsimile, the certificate of authentication on the Security or on the Security to which such coupon appertains. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated under this Indenture. At any time and from time to time after the execution and delivery of this Indenture, deal with the Company may deliver Securities of any series having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order an Affiliate of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 8) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 and Section 2.3 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. If the Company shall establish pursuant to Section 2.3 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”

Execution and Authentication. One Officer of the Company Two Officers shall execute the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and on behalf of the Company. The seal of the Company, if any, shall be reproduced on the Securities. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The 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 Authenticating Agent. A Security and the coupons appertaining thereto shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, signs the certificate of authentication on the Security or on the Security to which such coupon appertainsappertains by an authorized representative of the Trustee. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 8) 7) shall be fully protected in conclusively relying upon, unless and until the Trustee receives written notice that such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 Sections 2.01 and Section 2.3 2.03 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this IndentureIndenture and all conditions precedent to the authorization and delivery of the Securities have been complied with; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the this Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the this Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and that all laws and requirements in respect of the execution and delivery by the Company of such Securities have been complied with and all conditions precedent to the authorization and delivery of the Securities have been complied with, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Sections 2.01 and 2.02, if, in connection with a Periodic Offering, all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution otherwise required pursuant to Section 2.01 or the written order, Officers’ Certificate and Opinion of Counsel otherwise required pursuant to Section 2.02 at or prior to the 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. With respect to Securities of a series offered in a Periodic Offering, the Trustee may conclusively rely, as to the authorization by the Company of any of such Securities, the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.01 and 2.02, as applicable, in connection with the first authentication of Securities of such series. If the Company shall establish pursuant to Section 2.3 2.03 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”” The execution and delivery of any Guarantees by the Guarantors shall be evidenced by the execution and delivery of this Indenture by each of the Guarantors as set forth in Section 10.08. The terms of the Guarantees and obligations of the Guarantors are set forth in Article 10.

Execution and Authentication. One At least one Officer of the Company shall execute the Securities and one Officer of the Company shall execute the coupons appertaining thereto (other than coupons) for the Company by facsimile or manual signature in the name and on behalf of the Company. The seal of the Company, if any, shall be reproduced on the Securities. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”"AUTHENTICATING AGENT") to authenticate SecuritiesSecurities (other than coupons). The 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 Authenticating Agent. A Security and the coupons appertaining thereto (other than coupons) shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, signs the certificate of authentication on the Security or on the Security to which such coupon appertainsSecurity. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the first authentication of any Securities of such series, and (subject to Article 8) 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a1) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 Sections 2.01 and Section 2.3 2.03 by or pursuant to which the forms and terms of the Securities of that series were established; (b2) an Officers’ ' Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been been, or will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and (c3) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been been, or will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ ' rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trusteetherein. If the Company shall establish pursuant to Section 2.3 2.03 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s 's instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “"Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”"

Execution and Authentication. One Officer shall sign the Securities for the Company by manual or facsimile signature. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall execute the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of 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. A Security shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. Such a signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall at any time, and from time to time, authenticate Securities for original issue in the principal amount provided in the Board Resolution, supplemental indenture hereto or Officers’ Certificate, upon receipt by the Trustee of a Company Order. Each Security shall be dated the date of its authentication unless otherwise provided by a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate. The aggregate principal amount of Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the Board Resolution, supplemental indenture hereto or Officers’ Certificate delivered pursuant to Section 2.2. Prior to the issuance of Securities of any Series, the Trustee shall have received and (subject to Section 7.2) shall be fully protected in relying on: (a) the Board Resolution, supplemental indenture hereto or Officers’ Certificate establishing the form of the Securities of that Series or of Securities within that Series and the terms of the Securities of that Series or of Securities within that Series, (b) an Officers’ Certificate complying with Section 10.4, and (c) an Opinion of Counsel complying with Section 10.4. The Trustee shall have the right to decline to authenticate and deliver any Securities of such Series: (a) if the Trustee, being advised by counsel, determines that such action may not be taken lawfully; or (b) if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to Holders of any then outstanding Series of Securities. The Trustee or Company may appoint an authenticating agent (acceptable to the “Authenticating Agent”) Company or Trustee, respectively, to authenticate Securities. The Authenticating Agent 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 Authenticating Agentagent. A Security and An authenticating agent has the coupons appertaining thereto shall not be valid until the Trustee or Authenticating same rights as an Agent signs, manually or by facsimile, the certificate of authentication on the Security or on the Security to which such coupon appertains. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated under this Indenture. At any time and from time to time after the execution and delivery of this Indenture, deal with the Company may deliver Securities of any series having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order an Affiliate of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 8) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 and Section 2.3 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. If the Company shall establish pursuant to Section 2.3 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”

Execution and Authentication. One Officer of the Company Two Officers shall execute the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and on behalf of the Company. The seal of the Company, if any, shall be reproduced on the Securities. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The 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 Authenticating Agent. A Security and the coupons appertaining thereto shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, signs the certificate of authentication on the Security or on the Security to which such coupon appertainsappertains by an authorized officer. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 8) ‎Article 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 Sections ‎2.01 and Section 2.3 ‎2.03 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Sections ‎2.01 and ‎2.02, if, in connection with a Periodic Offering, all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution otherwise required pursuant to ‎Section 2.01 or the written order, Officers’ Certificate and Opinion of Counsel otherwise required pursuant to ‎Section 2.02 at or prior to the 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. With respect to Securities of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Securities, the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections ‎2.01 and ‎2.02, as applicable, in connection with the first authentication of Securities of such series. If the Company shall establish pursuant to Section 2.3 ‎Section 2.03 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”

Execution and Authentication. One Officer of the Company shall execute the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The 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 Authenticating Agent. A Security and the coupons appertaining thereto shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimilemanually, the certificate of authentication on the Security or on the Security to which such coupon appertainsSecurity. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the CompanyCompany (an “Authentication Order”). In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 8) ARTICLE VIII) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 2.01 and Section 2.3 2.03 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Officer’s Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trusteetherein. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties duties, liabilities or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 2.01 and Section 2.02, if, in connection with a Periodic Offering, all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution otherwise required pursuant to Section 2.01 or the Board Resolution and/or executed supplemental indenture, Officer’s Certificate and Opinion of Counsel otherwise required pursuant to Section 2.02 at or prior to the 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. With respect to Securities of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Securities, the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Section 2.01 and Section 2.02, as applicable, in connection with the first authentication of Securities of such series. If the Company shall establish pursuant to Section 2.3 2.03 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”,

Execution and Authentication. One Officer The chairman of the Company board of directors, the chief executive officer, the president, the chief financial officer, the chief administrative officer, the chief accounting officer or any Managing Director and the treasurer or any assistant treasurer or the secretary or any assistant secretary shall execute the Securities and one Officer of the Company shall execute the coupons appertaining thereto (other than coupons) for the Company by facsimile or manual signature in the name and on behalf of the Company. The seal of the Company, if any, shall be reproduced on the Securities. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “"Authenticating Agent”") to authenticate SecuritiesSecurities (other than coupons). The 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 Authenticating Agent. A Security and the coupons appertaining thereto (other than coupons) shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, signs the certificate of authentication on the Security or on the Security to which such coupon appertainsSecurity. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver make available for delivery such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the first authentication of any Securities of such series, and (subject to Article 8) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a1) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 Sections 2.01 and Section 2.3 2.03 by or pursuant to which the forms and terms of the Securities of that series were established; (b2) an Officers’ ' Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been been, or will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and (c3) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been been, or will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the this Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the this Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ ' rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trusteetherein. If the Company shall establish pursuant to Section 2.3 2.03 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver make available for delivery one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal principal amount of all of the Securities of such series issued in such form and not yet cancelledcanceled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s 's instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “"Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the 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.”"

Execution and Authentication. One Officer of the Company The Securities shall execute the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and be executed on behalf of the CompanyCompany by its Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President or any Vice President. The signature of any of these officers on the Securities may be manual or facsimile. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto was an Officer at the time of such execution but no longer holds that office at the time the Security is authenticatedTrustee authenticates the Security, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The 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 Authenticating Agent. A Security and the coupons appertaining thereto shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, the certificate of authentication on the Security or on the Security to which such coupon appertains. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated under this Indenturenevertheless. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication authentication, together with a Company Order for the applicable documents referred to below in this Sectionauthentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall thereupon authenticate and deliver such Securities to Securities. If the form or upon the written order terms of the Company. In authenticating any Securities of a seriesthe series have been established by or pursuant to one or more Board Resolutions as permitted by Sections 2.01 and 2.02, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive prior to the authentication of any Securities of such seriesreceive, and (subject to Article 8) Section 7.01) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:an Opinion of Counsel stating, (a1) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 and Section 2.3 if the form of such Securities has been established by or pursuant to which Board Resolution as permitted by Section 2.02, that such form has been established in conformity with the forms and terms provisions of the Securities of that series were establishedthis Indenture; (b2) an Officers’ Certificate setting forth if the form or forms and terms of the Securitiessuch Securities have been established by or pursuant to Board Resolution as permitted by Section 2.01, stating that the form or forms and such terms of the Securities of such series have been established in compliance conformity with the provisions of this Indenture; and (c3) an that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture and that the supplemental indentureCounsel, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be will constitute valid and legally binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights generallyand to general equity principles. If such form or terms have been so established, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. If Notwithstanding the provisions of Section 2.01 and of the preceding paragraph, if all Securities of any series are not to be originally issued at one time, it shall not be necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 2.01 or the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the 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. 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 establish pursuant deliver such Security to the Trustee for cancellation as provided in Section 2.3 that 2.12, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Securities of each series shall be issuable only in registered form without coupons and only in such denominations as shall be specified as contemplated by Section 2.01. In the absence of any such specified denomination with respect to the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securitiesany series, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered issuable in the name denominations of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions $1,000 and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositaryintegral multiple thereof.”

Execution and Authentication. One Officer of the Company Two Officers shall execute the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and on behalf of the Company. The seal of the Company, if any, shall be reproduced on the Securities. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”"AUTHENTICATING AGENT") to authenticate Securities. The 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 Authenticating Agent. A Security and the coupons appertaining thereto shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, signs the certificate of authentication on the Security or on the Security to which such coupon appertainsSecurity. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the first authentication of any Securities of such series, and (subject to Article 8) 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (ai) any Board Resolution and/or and, if applicable, executed supplemental indenture referred to in Section 2.1 Sections 2.01 and Section 2.3 2.03 by or pursuant to which the forms and terms of the Securities of that series were established; (bii) an Officers’ ' Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been been, or will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and (ciii) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been been, or will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ ' rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested that all laws and requirements in respect of the execution and delivery by the Trustee. The Trustee shall not be required to authenticate such Company of the Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trusteeseries have been complied with. If Unless the Company shall establish pursuant to Section 2.3 2.03 that the Securities of a series or a portion thereof are not to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s 's instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “"Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”" The Trustee shall have the right to decline to authenticate and deliver any Security under this Section if the Trustee, being advised by counsel, determines that such action may not be lawfully taken or if the Trustee in good faith shall determine that such action would expose the Trustee to liability to existing Holders.

Execution and Authentication. One Officer of the Company Two Officers shall execute the Securities and one Officer of the Company shall execute the coupons coupons, if any, appertaining thereto thereto, for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The 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 Authenticating Agent. A Security and the coupons appertaining thereto shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, signs the certificate of authentication on the Security or on the Security to which such coupon appertainsappertains by an authorized signatory. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 8) 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or and Officers’ Certificate or executed supplemental indenture referred to in Section 2.1 Sections 2.01 and Section 2.3 2.03 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Sections 2.01 and 2.02, if, in connection with a Periodic Offering, all Securities of a series are not to be originally issued at one time, it shall be necessary to deliver the Board Resolution required pursuant to Section 2.01 and the written order, Officers’ Certificate and Opinion of Counsel required pursuant to Section 2.02 at or prior to the authentication of each Security of such series. With respect to Securities of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Securities, the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.01 and 2.02, as applicable, in connection with the first authentication of Securities of such series. If the Company shall establish pursuant to Section 2.3 2.03 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: THIS SECURITY IS A REGISTERED GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF [CEDE & CO.], AS NOMINEE OF [THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION] (THE “Unless and until it is exchanged in whole or in part for Securities in definitive registered formDEPOSITARY”), this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor DepositaryTHE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS REGISTERED GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY 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) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS REGISTERED GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF [CEDE & CO.”] OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO [CEDE & CO.] OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, [CEDE & CO.], THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY HAS AN INTEREST HEREIN.

Execution and Authentication. One Officer of the Company Two Officers shall execute the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and on behalf of the Company. The seal of the Company, if any, shall be reproduced on the Securities. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The 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 Authenticating Agent. A Security and the coupons appertaining thereto shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, signs the certificate of authentication on the Security or on the Security to which such coupon appertainsappertains by an authorized signatory of the Trustee. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 8) 7) shall be fully protected in conclusively relying upon, unless and until the Trustee receives written notice that such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 Sections 2.01 and Section 2.3 2.03 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this IndentureIndenture and all conditions precedent to the authorization and delivery of the Securities have been complied with; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the this Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the this Indenture and would be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and that all laws and requirements in respect of the execution and delivery by the Company of such Securities have been complied with and all conditions precedent to the authorization and delivery of the Securities have been complied with, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Sections 2.01 and 2.02, if, in connection with a Periodic Offering, all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution otherwise required pursuant to Section 2.01 or the written order, Officers’ Certificate and Opinion of Counsel otherwise required pursuant to Section 2.02 at or prior to the 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. With respect to Securities of a series offered in a Periodic Offering, the Trustee may conclusively rely, as to the authorization by the Company of any of such Securities, the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.01 and 2.02, as applicable, in connection with the first authentication of Securities of such series. If the Company shall establish pursuant to Section 2.3 2.03 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”

Execution and Authentication. One Officer The chairman of the Company board of directors, the chief executive officer, the president, the chief financial officer, the chief administrative officer, the chief accounting officer or any Managing Director and the treasurer or any assistant treasurer or the secretary or any assistant secretary shall execute the Securities and one Officer of the Company shall execute the coupons appertaining thereto (other than coupons) for the Company by facsimile or manual signature in the name and on behalf of the Company. The seal of the Company, if any, shall be reproduced on the Securities. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “"Authenticating Agent”") to authenticate SecuritiesSecurities (other than coupons). The 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 Authenticating Agent. A Security and the coupons appertaining thereto (other than coupons) shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, signs the certificate of authentication on the Security or on the Security to which such coupon appertainsSecurity. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver make available for delivery such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the first authentication of any Securities of such series, and (subject to Article 8) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 Sections 2.01 and Section 2.3 2.03 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ ' Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been been, or will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been been, or will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ ' rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trusteetherein. If the Company shall establish pursuant to Section 2.3 2.03 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver make available for delivery one or more Registered Global Securities that shall represent and (i) shall represent and shall be denominated in an amount equal to the aggregate Principal principal amount of all of the Securities of such series issued in such form and not yet cancelledcanceled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s 's instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “"Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the 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.”"

Execution and Authentication. One Any Officer of the Company shall execute sign the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by manual, facsimile or manual other electronic (including .pdf) signature in (including any electronic signature covered by the name U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and on behalf of the CompanyRecords Act or other applicable law, e.g., xxx.xxxxxxxx.xxx). If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. A Security shall not be valid until authenticated by the manual signature of an authorized signatory of the Trustee or an authenticating agent. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall at any time, and from time to time, authenticate Securities for original issue in the principal amount provided in the Board Resolution, supplemental indenture hereto or Officer’s Certificate, upon receipt by the Trustee of a Company Order. Each Security shall be dated the date of its authentication. The aggregate principal amount of Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the Board Resolution, supplemental indenture hereto or Officer’s Certificate delivered pursuant to Section 2.2, except as provided in Section 2.8. Prior to the issuance of Securities of any Series, the Trustee shall have received and (subject to Section 7.2) shall be fully protected in relying on: (a) the Board Resolution, supplemental indenture hereto or Officer’s Certificate establishing the form of the Securities of that Series or of Securities within that Series and the terms of the Securities of that Series or of Securities within that Series, (b) an Officer’s Certificate complying with Section 10.4, and (c) an Opinion of Counsel complying with Section 10.4. The Trustee shall have the right to decline to authenticate and deliver any Securities of such Series: (a) if the Trustee, at being advised by counsel, determines that such action may not be taken lawfully; or (b) if the expense Trustee in good faith shall determine that such action would expose the Trustee to personal liability to Holders of the Company, any then outstanding Series of Securities. The Trustee may appoint an authenticating agent (acceptable to the “Authenticating Agent”) Company to authenticate Securities. The Authenticating Agent 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 Authenticating Agentagent. A Security and An authenticating agent has the coupons appertaining thereto shall not be valid until the Trustee or Authenticating same rights as an Agent signs, manually or by facsimile, the certificate of authentication on the Security or on the Security to which such coupon appertains. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated under this Indenture. At any time and from time to time after the execution and delivery of this Indenture, deal with the Company may deliver Securities of any series having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order an Affiliate of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 8) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 and Section 2.3 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. If the Company shall establish pursuant to Section 2.3 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”

Execution and Authentication. One Officer of the Company Any two Authorized Persons shall execute the Securities and one Officer of the Company shall execute the coupons appertaining thereto (other than coupons) for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer of the Company Authorized Person whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate SecuritiesSecurities (other than coupons). The 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 Authenticating Agent. A Security and the coupons appertaining thereto (other than coupons) shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, signs the certificate of authentication on the Security or on the Security to which such coupon appertainsSecurity. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver make available for delivery such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the first authentication of any Securities of such series, and (subject to Article 8) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 Sections 2.01 and Section 2.3 2.03 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been been, or will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been been, or will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and the Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trusteetherein. If the Company shall establish pursuant to Section 2.3 2.03 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver make available for delivery one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal principal amount of all of the Securities of such series issued in such form and not yet cancelledcanceled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the 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.”

Execution and Authentication. One Two Officers or an Officer and the Secretary of the Company shall execute sign the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by manual or facsimile or manual signature signature. The Company's seal shall be reproduced on the Securities and may be in the name and on behalf of the Companyfacsimile form. If an Officer of the Company or a Secretary whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticatedTrustee authenticates the Security, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The 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 Authenticating Agentvalid nevertheless. A Security and the coupons appertaining thereto shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, signs the certificate certifi- cate of authentication on the Security or on the Security to which such coupon appertainsSecurity. The signature shall be conclusive evidence evi- dence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, Series executed by the Company to the Trustee for authentication Trustee, together with a Company Order for the applicable documents referred to below authentication and delivery of such Securities. The Company Order may provide that the Secu- rities which are the subject thereof shall be authenticated and delivered by the Trustee upon the telephonic, written or other order of persons designated in this Sectionthe Company Order, and that such persons are authorized to specify the Trustee shall thereupon authenticate terms and deliver such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities conditions of such series, and (subject to Article 8) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 and Section 2.3 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for permitted by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the TrusteeAutho- rizing Resolution and/or supplemental indenture (if any) relating thereto. The Trustee shall not be required execute and deliver the supplemental indenture (if any) relating to authenticate such said Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. If the Company shall establish pursuant to Section 2.3 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent said Securi- ties as specified in such Company Order; provided that, prior to authentica- tion and shall be denominated in an amount equal to the aggregate Principal amount of all delivery of the first Securities of such series issued in such form and not yet cancelledany Series, the Trustee shall have received: (ii1) shall be registered in the name a copy of the Depositary for such Registered Global Security or Securities or the nominee Authorizing Resolution, with a copy of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear Se- curity approved thereby attached thereto, or a legend substantially to the following effect: “Unless and until it is exchanged supplemental indenture in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee respect of the Depositary or by a nominee issuance of the Depositary to the Depositary or another nominee Series, executed on behalf of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”Company;

Execution and Authentication. One Officer of the Company Two Officers shall execute the Securities and one Officer of the Company shall execute the coupons coupons, if any, appertaining thereto thereto, for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The 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 Authenticating Agent. A Security and the coupons appertaining thereto shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, signs the certificate of authentication on the Security or on the Security to which such coupon appertainsappertains by an authorized signatory. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 8) 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or and Officers’ Certificate or executed supplemental indenture referred to in Section 2.1 Sections 2.01 and Section 2.3 2.03 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Sections 2.01 and 2.02, if, in connection with a Periodic Offering, all Securities of a series are not to be originally issued at one time, it shall be necessary to deliver the Board Resolution required pursuant to Section 2.01 and the written order, Officers’ Certificate and Opinion of Counsel required pursuant to Section 2.02 at or prior to the authentication of each Security of such series. With respect to Securities of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Securities, the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.01 and 2.02, as applicable, in connection with the first authentication of Securities of such series. If the Company shall establish pursuant to Section 2.3 2.03 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered formTHIS SECURITY IS A REGISTERED GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor DepositaryAS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS REGISTERED GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY 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) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS REGISTERED GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY HAS AN INTEREST HEREIN.”

Execution and Authentication. One Officer of the Company shall execute the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The 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 Authenticating Agent. A Security and the coupons appertaining thereto shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, the certificate of authentication on the Security or on the Security to which such coupon appertainsappertains by an authorized officer. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 8) 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 Sections 2.01 and Section 2.3 2.03 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and that this Indenture, such Securities and the Subsidiary Guaranties would be valid and binding obligations of the CompanyCompany and the Subsidiary Guarantors, enforceable against the Company and the Subsidiary Guarantors in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Sections 2.01 and 2.02, if, in connection with a Periodic Offering, all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution otherwise required pursuant to Section 2.01 or the written order, Officers’ Certificate and Opinion of Counsel otherwise required pursuant to Section 2.02 at or prior to the 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 in connection with any such Periodic Offering. With respect to Securities of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Securities, the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.01 and 2.02, as applicable, in connection with the first authentication of Securities of such series. If the Company shall establish pursuant to Section 2.3 2.03 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”

Execution and Authentication. One Officer of the Company Two Officers shall execute sign the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by manual or facsimile or manual signature in the name and on behalf of the Companysignature. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. A Security shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall at any time, and from time to time, authenticate Securities for original issue in the principal amount provided in the Board Resolution, supplemental indenture hereto or Officers’ Certificate, upon receipt by the Trustee of a Company Order. Such Company Order may authorize authentication and delivery pursuant to electronic instructions from the Company or its duly authorized agent or agents, which instructions shall be promptly confirmed in writing. Each Security shall be dated the date of its authentication. The aggregate principal amount of Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the Board Resolution, supplemental indenture hereto or Officers’ Certificate delivered pursuant to Section 2.2, except as provided in Section 2.8. Prior to the issuance of Securities of any Series, the Trustee shall have received and (subject to Section 7.2) shall be fully protected in conclusively relying on: (a) the Board Resolution, supplemental indenture hereto or Officers’ Certificate establishing the form of the Securities of that Series or of Securities within that Series and the terms of the Securities of that Series or of Securities within that Series, (b) an Officers’ Certificate complying with Section 10.4, and (c) an Opinion of Counsel complying with Section 10.4 and stating that (i) the form and terms of the Securities have been established in conformity with the provisions of this Indenture, and (ii) such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified therein, will constitute valid and binding obligations of the Company enforceable in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, or other laws relating to or affecting creditors’ rights and by general principles of equity. The Trustee shall have the right to decline to authenticate and deliver any Securities of such Series: (a) if the Trustee, at being advised by counsel, determines that such action may not lawfully be taken; or (b) if the expense Trustee in good faith by its board of directors or trustees, executive committee or a trust committee of or a committee of its Responsible Officers shall determine that such action would expose the Company, Trustee to personal liability to Holders of any then outstanding Series of Securities. The Trustee may appoint an authenticating agent (acceptable to the “Authenticating Agent”) Company to authenticate Securities. The Authenticating Agent 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 Authenticating Agentagent. A Security and An authenticating agent has the coupons appertaining thereto shall not be valid until the Trustee or Authenticating same rights as an Agent signs, manually or by facsimile, the certificate of authentication on the Security or on the Security to which such coupon appertains. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated under this Indenture. At any time and from time to time after the execution and delivery of this Indenture, deal with the Company may deliver Securities of any series having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 8) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 and Section 2.3 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. If the Company shall establish pursuant to Section 2.3 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor DepositaryAffiliate.”

Execution and Authentication. One Any Officer of the Company shall execute sign the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by manual, facsimile or manual other electronic (including .pdf) signature in (including any electronic signature covered by the name U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and on behalf of the CompanyRecords Act or other applicable law, e.g., wxx.xxxxxxxx.xxx). If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. A Security shall not be valid until authenticated by the manual signature of an authorized signatory of the Trustee or an authenticating agent. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall at any time, and from time to time, authenticate Securities for original issue in the principal amount provided in the Board Resolution, supplemental indenture hereto or Officer’s Certificate, upon receipt by the Trustee of a Company Order. Each Security shall be dated the date of its authentication. The aggregate principal amount of Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the Board Resolution, supplemental indenture hereto or Officer’s Certificate delivered pursuant to Section 2.2, except as provided in Section 2.8. Prior to the issuance of Securities of any Series, the Trustee shall have received and (subject to Section 7.2) shall be fully protected in relying on: (a) the Board Resolution, supplemental indenture hereto or Officer’s Certificate establishing the form of the Securities of that Series or of Securities within that Series and the terms of the Securities of that Series or of Securities within that Series, (b) an Officer’s Certificate complying with Section 10.4, and (c) an Opinion of Counsel complying with Section 10.4. The Trustee shall have the right to decline to authenticate and deliver any Securities of such Series: (a) if the Trustee, at being advised by counsel, determines that such action may not be taken lawfully; or (b) if the expense Trustee in good faith shall determine that such action would expose the Trustee to personal liability to Holders of the Company, any then outstanding Series of Securities. The Trustee may appoint an authenticating agent (acceptable to the “Authenticating Agent”) Company to authenticate Securities. The Authenticating Agent 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 Authenticating Agentagent. A Security and An authenticating agent has the coupons appertaining thereto shall not be valid until the Trustee or Authenticating same rights as an Agent signs, manually or by facsimile, the certificate of authentication on the Security or on the Security to which such coupon appertains. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated under this Indenture. At any time and from time to time after the execution and delivery of this Indenture, deal with the Company may deliver Securities of any series having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order an Affiliate of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 8) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 and Section 2.3 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. If the Company shall establish pursuant to Section 2.3 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”

Execution and Authentication. One Officer of the Company Two Officers shall execute the Securities and one Officer of the Company shall execute the coupons appertaining thereto (other than coupons) for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “"Authenticating Agent”") to authenticate SecuritiesSecurities (other than coupons). The 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 Authenticating Agent. A Security and the coupons appertaining thereto (other than coupons) shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, signs the certificate of authentication on the Security or on the Security to which such coupon appertainsSecurity. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the first authentication of any Securities of such series, and (subject to Article 8) 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a1) any Board Resolution and/or executed supplemental indenture referred to in Section Sections 2.1 and Section 2.3 by or pursuant to which the forms and terms of the Securities of that series were established; (b2) an Officers’ ' Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been been, or will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and (c3) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been been, or will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ ' rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trusteetherein. If the Company shall establish pursuant to Section 2.3 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s 's instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “"Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”"

Execution and Authentication. One Two Officers or an Officer and the Secretary of the Company shall execute sign the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by manual or facsimile or manual signature signature. The Company's seal shall be reproduced on the Securities and may be in the name and on behalf of the Companyfacsimile form. If an Officer of the Company or a Secretary whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticatedTrustee authenticates the Security, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The 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 Authenticating Agentvalid nevertheless. A Security and the coupons appertaining thereto shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, signs the certificate certifi- cate of authentication on the Security or on the Security to which such coupon appertainsSecurity. The signature shall be conclusive evidence evi- dence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, Series executed by the Company to the Trustee for authentication Trustee, together with a Company Order for the applicable documents referred to below authentication 13 and delivery of such Securities. The Company Order may provide that the Secu- rities which are the subject thereof shall be authenticated and delivered by the Trustee upon the telephonic, written or other order of persons designated in this Sectionthe Company Order, and that such persons are authorized to specify the Trustee shall thereupon authenticate terms and deliver such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities conditions of such series, and (subject to Article 8) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 and Section 2.3 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for permitted by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the TrusteeAutho- rizing Resolution and/or supplemental indenture (if any) relating thereto. The Trustee shall not be required execute and deliver the supplemental indenture (if any) relating to authenticate such said Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. If the Company shall establish pursuant to Section 2.3 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one said Securi- ties as specified in such Company Order; provided that, prior to authentica- tion and delivery of the first Securities of any Series, the Trustee shall have received: (1) a copy of the Authorizing Resolution, with a copy of the form of Secu- rity approved thereby attached thereto, or more Registered Global a supplemental indenture in re- spect of the issuance of the Series, executed on behalf of the Company; (2) an Officers' Certificate to the effect that the Securities of such Se- xxxx comply or will comply with the requirements of this Indenture and the said Authorizing Resolution and/or supplemental indenture (if any); (3) an Opinion of Counsel (a) to the effect that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal amount of all of the Securities of such series issued in such form Series, the Authorizing Resolution and/or the supplemental indenture (if any) relating thereto comply or will comply with the requirements of this Indenture, and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such DepositarySeries, (iii) shall be when authenticated and delivered by the Trustee in accordance with the said Company Order, will constitute valid and binding obligations of the Company enforceable in ac- cordance with their terms, subject to (A) bankruptcy and other laws affect- ing creditors' rights generally as in effect from time to time, (B) limita- tions of generally applicable equitable principles and (C) other exceptions acceptable to the Trustee and its counsel; and (b) relating to such Depositary other matters as may reasonably be requested by the Trustee or its custodian or pursuant to such Depositary’s instructions counsel; and (iv4) shall (unless provided otherwise if the Securities to be issued are Original Issue Discount Securities, an Officers' Certificate setting forth the Yield to Maturity for the Securi- ties or other information sufficient to compute amounts due on acceleration, or specifying the manner in which such amounts are to be determined, pro- vided that such Yield to Maturity and other facts are not specified in the form of the Securities. Subject to Section 7.01 hereof, the Trustee shall be fully protected in rely- ing upon the documents delivered to it as provided above in connection with the issuance of any Series of Securities. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section 2.03 if the Trustee, being advised by counsel, determines that such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security action may not lawfully be transferred except as a whole by taken or if the Depositary to the nominee of the Depositary or Trustee in good faith by a nominee committee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any its Trust Officers shall determine that such nominee to a successor Depositary or a nominee of such successor Depositary.”ac- tion would

Execution and Authentication. One An Officer of the Company shall execute the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The 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 Authenticating Agent. A Security and the coupons appertaining thereto shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, signs the certificate of authentication on the Security or on the Security to which such coupon appertainsby an authorized signatory. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 8) 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 Sections 2.01 and Section 2.3 2.03 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Officer’s Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this IndentureIndenture and that all conditions precedent required by this Indenture for the authentication and delivery of the Securities have been complied with; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and the Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the this Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the this Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Sections 2.01 and 2.02, if, in connection with a Periodic Offering, all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution otherwise required pursuant to Section 2.01 or the written order, Officer’s Certificate and Opinion of Counsel otherwise required pursuant to Section 2.02 at or prior to the 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. With respect to Securities of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Securities, the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.01 and 2.02, as applicable, in connection with the first authentication of Securities of such series. If the Company shall establish pursuant to Section 2.3 2.03 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”

Execution and Authentication. One Officer of the Company Two Officers shall execute the Securities and one Officer of the Company shall execute the coupons appertaining thereto (other than coupons) for the Company by facsimile or manual signature in the name and on behalf of the Company. The seal of the Company, if any, shall be reproduced on the Securities. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent acceptable to the Company (the “Authenticating Agent”"AUTHENTICATING AGENT") to authenticate SecuritiesSecurities (other than coupons). The 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 Authenticating Agent. A Security and the coupons appertaining thereto (other than coupons) shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, signs the certificate of authentication on the Security or on the Security to which such coupon appertainsSecurity. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with a written order of the Company to an authenticate and deliver such Securities and the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the first authentication of any Securities of such series, and (subject to Article 8) 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 Sections 2.01 and Section 2.3 2.03 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ ' Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been been, or will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been been, or will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. If the Company shall establish pursuant to Section 2.3 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”and

Execution and Authentication. One Officer The Securities (other than coupons) and the Guarantee shall be executed on behalf of the Company shall execute the Securities and one Officer of the Company shall execute Guarantor, as the coupons appertaining thereto for the Company case may be, by two of their respective Officers by facsimile or manual signature in the name and on behalf of the CompanyCompany and of the Guarantor, as the case may be. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto the Guarantee no longer holds that office at the time the Security or the Guarantee is authenticated, the Security and such coupon or the Guarantee shall nevertheless be valid. The Trustee, at the expense of the Company, or if the Company shall fail to pay such expense, the Guarantor, may appoint an authenticating agent (the “"Authenticating Agent”") to authenticate SecuritiesSecurities (other than coupons). The 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 Authenticating Agent. A Security and the coupons appertaining thereto (other than coupons) shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, signs the certificate of authentication on the Security or on the Security to which such coupon appertainsSecurity. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company Company, with the Guarantee of the Guarantor endorsed thereon, to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver make available for delivery such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the first authentication of any Securities of such series, and (subject to Article 8) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution of the Company and/or executed supplemental indenture referred to in Section 2.1 Sections 2.01 and Section 2.3 2.03 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ ' Certificate of the Company and the Guarantor setting forth the form or forms and terms of the SecuritiesSecurities and the Guarantee thereof, stating that the form or forms and terms of the Securities of such series have been been, or will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and (c) an Opinion of Counsel of the Company and the Guarantor substantially to the effect that the form or forms and terms of the Securities of such series and the Guarantee thereof have been been, or will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and the Securities and the Guarantee thereof have been duly authorized and, if executed and authenticated authenticated, or in the case of the Guarantee, if the Security on which the Guarantee shall have been endorsed shall have been authenticated, in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the CompanyCompany and the Guarantor, as the case may be, enforceable against the Company and the Guarantor, as the case may be, in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ ' rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trusteetherein. If the Company shall establish pursuant to Section 2.3 2.03 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute, and the Guarantor shall execute the Guarantee endorsed thereon, and the Trustee shall authenticate and deliver make available for delivery one or more Registered Global Securities Securities, having a Guarantee executed by the Guarantor endorsed thereon, that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal principal amount of all of the Securities of such series issued in such form and not yet cancelledcanceled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s 's instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “"Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the 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.”"

Execution and Authentication. One Two Officers or an Officer and the Secretary of the Company shall execute sign the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by manual or facsimile or manual signature signature. The Company's seal shall be reproduced on the Securities and may be in the name and on behalf of the Companyfacsimile form. If an Officer of the Company or a Secretary whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticatedTrustee authenticates the Security, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The 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 Authenticating Agentvalid nevertheless. A Security and the coupons appertaining thereto shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, signs the certificate of authentication on the Security or on the Security to which such coupon appertainsSecurity. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, Series executed by the Company to the Trustee for authentication Trustee, together with a Company Order for the applicable documents referred 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 Trustee upon the telephonic, written or other order of persons designated in the Company Order, and that such persons are authorized to below in this Sectionspecify the terms and conditions of such Securities, to the extent permitted by the Authorizing Resolution and/or supplemental indenture (if any) relating thereto. The Trustee shall execute and deliver the supplemental indenture (if any) relating to said Securities and the Trustee shall thereupon authenticate and deliver said Securities as specified in such Securities Company Order; PROVIDED that, prior to or upon the written order authentication and delivery of the Company. In authenticating any first Securities of a seriesany Series, the Trustee shall be entitled to receive prior have received: (1) a copy of the Authorizing Resolution, with a copy of the form of Security approved thereby attached thereto, or a supplemental indenture in respect of the issuance of the Series, executed on behalf of the Company; (2) an Officers' Certificate to the authentication of any effect that the Securities of such seriesSeries comply or will comply with the requirements of this Indenture and the said Authorizing Resolution and/or supplemental indenture (if any); (3) an Opinion of Counsel (a) to the effect that (i) the Securities of such Series, the Authorizing Resolution and/or the supplemental indenture (if any) relating thereto comply or will comply with the requirements of this Indenture, and (ii) the Securities of such Series, when authenticated and delivered by the Trustee in accordance with the said Company Order, will constitute valid and binding obligations of the Company enforceable in accordance with their terms, subject to Article 8) (A) bankruptcy and other laws affecting creditors' rights generally as in effect from time to time, (B) limitations of generally applicable equitable principles and (C) other exceptions acceptable to the Trustee and its counsel; and (b) relating to such other matters as may reasonably be requested by the Trustee or its counsel; and (4) if the Securities to be issued are Original Issue Discount Securities, an Officers' Certificate setting forth the Yield to Maturity for the Securities or other information sufficient to compute amounts due on acceleration, or specifying the manner in which such amounts are to be determined, provided that such Yield to Maturity and other facts are not specified in the form of the Securities. Subject to Section 8.01 hereof, the Trustee shall be fully protected in relying upon, unless and until such upon the documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred delivered to it as provided above in Section 2.1 and Section 2.3 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance connection with the provisions issuance of the Indenture and delivered to and duly paid for by the purchasers thereof on the date any Series of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the TrusteeSecurities. The Trustee shall not be required have the right to decline to authenticate such and deliver any Securities under this Section 2.03 if the issue Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith by a committee of its Trust Officers shall determine that such Securities pursuant action would expose the Trustee to this Indenture will affect liability to Holders of previously issued and outstanding Securities. Each Security shall be dated the Trustee’s own rights, duties or immunities under date of its authentication unless otherwise specified in the Securities and this Indenture or otherwise in a manner which is not Authorizing Resolution and/or supplemental indenture relating thereto. The Trustee may appoint an authenticating agent reasonably acceptable to the TrusteeCompany to authenticate Securities. 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 an Agent to deal with the Company or an Affiliate of the Company. The Securities of each Series shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiple thereof, or in such other currencies or denominations as may be specified in, or pursuant to, the Authorizing Resolution and/or supplemental indenture (if any) relating to the Series. If the Company shall establish pursuant to Section 2.3 that the Securities of a series or a portion thereof any Series are to be issued in the form of one or more Registered Global Securities, then the Company shall execute deliver such Global Security or Securities executed by the Company to the Trustee, together with a Company Order for the authentication and delivery of such Global Security or Securities, and the Trustee shall shall, in accordance with this Section 2.03 and such Company Order, authenticate and deliver one such Global Security or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal principal amount of all of the Securities of such series Series to be issued in the form of such form Global Security or Securities and not yet cancelled, (ii) shall be registered in the name of the Depositary Depository for such Registered Global Security or Securities or the nominee of such DepositaryDepository, (iii) shall be delivered by the Trustee to such Depositary or its custodian Depository or pursuant to such Depositary’s Depository's instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “"Unless and until it this Security is exchanged in whole or in part for Securities in definitive registered certificated form, this Security may not be transferred except as a whole by the Depositary Depository to the a nominee of the Depositary Depository or by a nominee of the Depositary Depository to the Depositary Depository or another nominee of the Depositary Depository or by the Depositary Depository or any such its nominee to a successor Depositary Depository or its nominee." Each Depository designated must, at the time of its designation and at all times while it serves as Depository, be a nominee clearing agency registered under the Securities Exchange Act of such successor Depositary1934, as amended, and any other applicable statute or regulation.”

Execution and Authentication. One Officer of the Company Two Officers shall execute the Securities and one Officer of the Company shall execute the coupons coupons, if any, appertaining thereto thereto, for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, Trustee may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The 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 Authenticating Agent. A Security and the coupons appertaining thereto thereto, if any, shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, signs the certificate of authentication on the Security or on the Security to which such coupon appertainsappertains by an authorized signatory. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been duly authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 8) 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or and Officers’ Certificate or executed supplemental indenture referred to in Section 2.1 Sections 2.01 and Section 2.3 2.03 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Sections 2.01 and 2.02, if, in connection with a Periodic Offering, all Securities of a series are not to be originally issued at one time, it shall be necessary to deliver the Board Resolution required pursuant to Section 2.01 and the written order, Officers’ Certificate and Opinion of Counsel required pursuant to Section 2.02 at or prior to the authentication of each Security of such series. With respect to Securities of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Securities, the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.01 and 2.02, as applicable, in connection with the first authentication of Securities of such series. If the Company shall establish pursuant to Section 2.3 2.03 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered formTHIS SECURITY IS A REGISTERED GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor DepositaryAS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS REGISTERED GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY 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) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS REGISTERED GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY HAS AN INTEREST HEREIN.”

Execution and Authentication. One Officer of the Company Two Officers shall execute the Securities and one Officer of the Company shall execute the coupons appertaining thereto (other than coupons) for the Company by facsimile or manual signature in the name and on behalf of the Company. The seal of the Company, if any, shall be reproduced on the Securities. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate SecuritiesSecurities (other than coupons). The 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 Authenticating Agent. A Security and the coupons appertaining thereto (other than coupons) shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, signs the certificate of authentication on the Security or on the Security to which such coupon appertainsSecurity. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the first authentication of any Securities of such series, and (subject to Article 8) 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a1) any Board Resolution and/or executed supplemental indenture referred to in Section Sections 2.1 and Section 2.3 by or pursuant to which the forms and terms of the Securities of that series were established; (b2) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been been, or will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and (c3) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been been, or will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trusteetherein. If the Company shall establish pursuant to Section 2.3 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”

Execution and Authentication. One Officer of the Company shall execute sign the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by manual or facsimile or manual signature in the name and on behalf of the Companysignature. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. A Security shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. The Trusteesignature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall at any time, and from time to time, authenticate Securities for original issue in the principal amount provided in the Board Resolution, supplemental indenture hereto or Officer’s Certificate, upon receipt by the Trustee of a Company Order. Each Security shall be dated the date of its authentication unless otherwise provided by a Board Resolution, a supplemental indenture hereto or an Officer’s Certificate. The aggregate principal amount of Securities of any Series outstanding at any time may not exceed any limit upon the expense maximum principal amount for such Series set forth in the Board Resolution, supplemental indenture hereto or Officer’s Certificate delivered pursuant to Section 2.2, except as provided in Section 2.9. Prior to the issuance of Securities of any Series, the Trustee shall have received and (subject to Section 7.2) shall be fully protected in conclusively relying on: (a) the Board Resolution, supplemental indenture hereto or Officer’s Certificate establishing the form of the Securities of that Series or of Securities within that Series and the terms of the Securities of that Series or of Securities within that Series, (b) an Officer’s Certificate complying with Section 11.4, and (c) an Opinion of Counsel complying with Section 11.4. Such Officer’s Certificate and Opinion of Counsel shall also state that: (A) the form of such Securities has been duly authorized by the Company and has been established in conformity with the provisions of this Indenture and the related Board Resolution or Officer’s Certificate or supplemental indenture hereto; (B) the terms of such Securities have been duly authorized by the Company and have been established in conformity with the provisions of this Indenture and the related Board Resolution or Officer’s Certificate or supplemental indenture hereto; (C) such Securities, when authenticated and delivered by the Trustee in the manner and subject to any conditions specified in such Opinion of Counsel, will have been duly issued under this Indenture and the related Board Resolution or Officer’s Certificate or supplemental indenture hereto, and will constitute legal, valid and binding obligations of the Company, entitled to the benefits provided by this Indenture and the related Board Resolution or Officer’s Certificate or supplemental indenture hereto, and enforceable against the Company in accordance with their terms, subject to customary exceptions; and (D) the Officer’s Certificate shall also state that no Event of Default with respect to any of the Securities of any Series shall have occurred and be continuing or would be caused by such additional issuance. The Trustee shall have the right to decline to authenticate and deliver any Securities of such Series: (a) if the Trustee, being advised by counsel, determines that such action may not be taken lawfully; or (b) if the Trustee in good faith determines that such action would expose the Trustee to personal liability to Holders of any then outstanding Series of Securities or . if the issue of such Securities would affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee. With respect to Securities of a Series offered over a period of time, the Trustee may conclusively rely, as to the authorization by the Company of any of such Securities, the form and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and other documents delivered pursuant to this Section in connection with the first authentication of Securities of such Series unless and until such Opinion of Counsel or other documents have been superseded or revoked. The Trustee may appoint an authenticating agent (acceptable to the “Authenticating Agent”) Company to authenticate Securities. The Authenticating Agent 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 Authenticating Agentagent. A Security and An authenticating agent has the coupons appertaining thereto shall not be valid until the Trustee or Authenticating same rights as an Agent signs, manually or by facsimile, the certificate of authentication on the Security or on the Security to which such coupon appertains. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated under this Indenture. At any time and from time to time after the execution and delivery of this Indenture, deal with the Company may deliver Securities of any series having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order an Affiliate of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 8) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 and Section 2.3 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. If the Company shall establish pursuant to Section 2.3 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”

Execution and Authentication. One Officer The Securities (other than coupons) and the Guarantee shall be executed on behalf of the Company shall execute the Securities and one Officer of the Company shall execute Guarantor, as the coupons appertaining thereto for the Company case may be, by two of their respective Officers by facsimile or manual signature in the name and on behalf of the CompanyCompany and of the Guarantor, as the case may be. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto the Guarantee no longer holds that office at the time the Security or the Guarantee is authenticated, the Security and such coupon or the Guarantee shall nevertheless be valid. The Trustee, at the expense of the Company, or if the Company shall fail to pay such expense, the Guarantor, may appoint an authenticating agent (the “"Authenticating Agent”") to authenticate SecuritiesSecurities (other than coupons). The 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 Authenticating Agent. A Security and the coupons appertaining thereto (other than coupons) shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, signs the certificate of authentication on the Security or on the Security to which such coupon appertainsSecurity. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company Company, with the Guarantee of the Guarantor endorsed thereon, to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver make available for delivery such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the first authentication of any Securities of such series, and (subject to Article 8) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution of the Company and/or executed supplemental indenture referred to in Section 2.1 Sections 2.01 and Section 2.3 2.03 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ ' Certificate of the Company and the Guarantor setting forth the form or forms and terms of the SecuritiesSecurities and the Guarantee thereof, stating that the form or forms and terms of the Securities of such series have been been, or will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and (c) an Opinion of Counsel of the Company and the Guarantor substantially to the effect that the form or forms and terms of the Securities of such series and the Guarantee thereof have been been, or will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and the Securities and the Guarantee thereof have been duly authorized and, if executed and authenticated authenticated, or in the case of the Guarantee, if the Security on which the Guarantee shall have been endorsed shall have been authenticated, in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the CompanyCompany and the Guarantor, as the case may be, enforceable against the Company and the Guarantor, as the case may be, in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ ' rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trusteetherein. If the Company shall establish pursuant to Section 2.3 2.03 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute, and the Guarantor shall execute the Guarantee endorsed thereon, and the Trustee shall authenticate and deliver make available for delivery one or more Registered Global Securities Securities, having a Guarantee executed by the Guarantor endorsed thereon that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal principal amount of all of the Securities of such series issued in such form and not yet cancelledcanceled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s 's instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “"Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the 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.”"

Execution and Authentication. One Officer of the Company shall execute sign the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company Issuer by manual or facsimile or manual signature in the name and on behalf of the Companysignature. If an the Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticatedTrustee authenticates the Security, the Security and such coupon shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized officer of the Trustee manually authenticates the Security. The Trustee, at the expense signature of the CompanyTrustee on a Security shall be conclusive evidence that such Security has been duly and validly authenticated and issued under this Indenture. A Security shall be dated the date of its authentication. At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for delivery: (1) the 2022 Notes for original issue on the Issue Date in an aggregate principal amount of $700,000,000, (2) the 2025 Notes for original issue on the Issue Date in an aggregate principal amount of $500,000,000, (3) subject to the terms of this Indenture, (including compliance with Section 3.2), Additional Securities for original issue in an unlimited principal amount and (4) when sold in connection with an effective registration statement, Initial Securities in the form of an unrestricted Global Security, in each case upon a written order of the Issuer signed by one Officer of the Issuer (the “Issuer Order”). Such Issuer Order shall specify whether the Securities will be in the form of Definitive Securities or Global Securities, the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and whether the Securities are to be Initial Securities or Additional Securities. For the avoidance of doubt, each of the 2022 Notes and the 2025 Notes shall constitute a separate series hereunder. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer to authenticate the Securities. The Any such instrument shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such 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 the Authenticating Agent. A Security An Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for delivery of notices and demands. In case the Issuer or any Guarantor shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the coupons appertaining thereto successor Person resulting from such consolidation, or surviving such merger, or into which the Issuer or any Guarantor shall not be valid until have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee in accordance with Article IV, as applicable, any of the Securities authenticated or Authenticating Agent signsdelivered prior to such consolidation, manually merger, conveyance, transfer, lease or by facsimileother disposition may, the certificate of authentication on the Security or on the Security to which such coupon appertains. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated under this Indenture. At any time and from time to time after time, at the execution and delivery of this Indenture, the Company may deliver Securities of any series having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order request of the Company. In authenticating any successor Person, be exchanged for other Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 8) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 and Section 2.3 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. If the Company shall establish pursuant to Section 2.3 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary successor Person (in the case of Global Securities, subject to the applicable procedures of the Depositary) with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such Registered Global Security or exchange and of like principal amount; and the Trustee, upon Issuer Order of the successor Person, shall authenticate and make available for delivery Securities or as specified in such order for the nominee purpose of such Depositary, (iii) exchange. If Securities shall at any time be authenticated and delivered by the Trustee to such Depositary or its custodian or in any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Securities, such Depositary’s instructions and (iv) successor Person, at the option of the Holders but without expense to them, shall (unless provided otherwise in provide for the form exchange of such Security) bear a legend substantially to all Securities at the following effect: “Unless and until it is exchanged in whole or in part time outstanding for Securities authenticated and delivered in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositarynew name.”

Execution and Authentication. One The Securities of any series shall be executed on behalf of the Company by any Officer. The signature of the Officer on the Securities of any series may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at the time of the execution of the Securities of any series the proper Officers of the Company shall execute the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of bind the Company, may appoint an authenticating agent (notwithstanding that such individuals or any of them have ceased to hold such offices prior to the “Authenticating Agent”) to authenticate authentication and delivery of such Securities or did not hold such offices at the date of authentication of such Securities. The Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in No Security of any series shall be entitled to any benefit under this Indenture to authentication or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication, duly executed by the Trustee includes authentication by manual signature of an authorized signatory, and such Authenticating Agent. A certificate upon any such Security shall be conclusive evidence, and the coupons appertaining thereto shall not be valid until the Trustee only evidence, that such Security has been duly authenticated and delivered hereunder. Unless otherwise provided for in a supplemental indenture or Authenticating Agent signs, manually or by facsimileBoard Resolution, the Trustee’s certificate of authentication on the Security or on the Security to which such coupon appertains. The signature shall be conclusive evidence that in substantially the Security or following form: [Form of Trustee’s Certificate of Authentication] This is one of the Security Securities of the series designated therein referred to which in the coupon appertains has been authenticated under this within-mentioned Indenture. Dated: [____________] As Trustee By: Authorized Signatory At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication authentication, together with an Authentication Order for the applicable documents referred to below in this Sectionauthentication and delivery of such Securities, and the Trustee in accordance with the Authentication Order shall thereupon authenticate and deliver such Securities to Securities. If the form or upon forms and the written order terms of the Company. In authenticating any Securities of the series have been established by or pursuant to one or more Board Resolutions or a seriessupplemental indenture as permitted by Section 2.1, then in authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive prior to the authentication of any Securities of such seriesprovided with, and (subject to Article 8) VII) shall be fully protected in conclusively relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or or executed supplemental indenture indenture, as applicable, referred to in Section 2.1 and Section 2.3 by or pursuant to which the form or forms and the terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth Opinion of Counsel complying with Section 11.2 and stating that: (i) the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been established by or pursuant to the Board Resolution or supplemental indenture, as applicable as permitted by Section 2.1, in compliance accordance with such procedures as shall be referred to therein and in conformity with the provisions of this Indenture; and; (cii) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and the Securities of such series have been duly authorized authorized; and (iii) the Securities of such series have been duly executed and, if executed and when authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on Trustee and issued by the date Company in the manner and subject to any conditions specified in such Opinion of such opinionCounsel, would be entitled to the benefits of the Indenture and would be will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, receivership, moratorium reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generally, generally and to general equitable principles of equity, and covering to such other matters as may be specified therein; and (c) an Officers’ Certificate stating that all conditions precedent provided for in this Indenture relating to the issuance of such Securities have been, or will have been upon compliance with such procedures as may be specified in the Board Resolution or supplemental indenture, as applicable, complied with and that, to the best of the knowledge of the signers of such certificate, no Event of Default with respect to such Securities shall have occurred and be continuing. Notwithstanding the provisions of Section 2.1 and of the preceding paragraph, if all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Authentication Order, an Opinion of Counsel or an Officers’ Certificate otherwise required pursuant to the preceding paragraph at the time of issuance of each Security of such series, but such order, opinion and certificate, with appropriate modifications to cover such future issuances, shall be specified therein and as shall be reasonably requested by delivered at or before the Trusteetime of issuance of the first Security of such series. The Trustee shall not be required to authenticate such Securities of any series if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties duties, obligations or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. If the Company shall establish pursuant to Section 2.3 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”

Execution and Authentication. One Officer The chairman of the Company board of directors, the president, the executive vice president or any senior vice president and the treasurer or any assistant treasurer or the secretary or any assistant secretary shall execute the Debt Securities and one Officer of the Company shall execute the coupons appertaining thereto (other than coupons) for the Company by facsimile or manual signature in the name and on behalf of the Company. The seal of the Company, if any, shall be reproduced on the Debt Securities. If an Officer of the Company whose signature is on a Debt Security or coupon appertaining thereto no longer holds that office at the time the Debt Security is authenticated, the Debt Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate SecuritiesDebt Securities (other than coupons). The Authenticating Agent may authenticate Debt Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. A Debt Security and the coupons appertaining thereto (other than coupons) shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, signs the certificate of authentication on the Security or on the Security to which such coupon appertainsDebt Security. The signature shall be conclusive evidence that the Debt Security or the Security to which the coupon appertains has been authenticated under this Indenture. 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and upon the written order of the Company the Trustee shall thereupon authenticate and deliver make available for delivery such Debt Securities to or upon the written order of the Company. In authenticating any Debt Securities of a series, the Trustee shall be entitled to receive prior to the first authentication of any Debt Securities of such series, and (subject to Article 8) 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 Sections 2.01 and Section 2.3 2.03 by or pursuant to which the forms and terms of the Debt Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Debt Securities, stating that the form or forms and terms of the Debt Securities of such series have been been, or will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Debt Securities of such series have been been, or will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Debt Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trusteetherein. If the Company shall establish pursuant to Section 2.3 2.03 that the Debt Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and upon the written order of the Company the Trustee shall authenticate and deliver make available for delivery one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal principal amount of all of the Debt Securities of such series issued in such form and not yet cancelledcanceled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, this Debt Security may not be transferred except as a whole by the Depositary to the 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.”

Execution and Authentication. One Officer of the Company Two officers shall execute the Securities and one Officer of the Company shall execute the coupons appertaining thereto (other than coupons) for the Company by facsimile or manual signature in the name and on behalf of the Company. The seal of the Company, if any, shall be reproduced on the Securities. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate SecuritiesSecurities (other than coupons). The 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 Authenticating Agent. A Security and the coupons appertaining thereto (other than coupons) shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, signs the certificate of authentication on the Security or on the Security to which such coupon appertainsSecurity. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the first authentication of any Securities of such series, and (subject to Article 8) 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a1) any Board Resolution and/or executed supplemental indenture referred to in Section Sections 2.1 and Section 2.3 by or pursuant to which the forms and terms of the Securities of that series were established; (b2) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been been, or will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and (c3) at the option of the Company, either an Opinion of Counsel Counsel, or a letter addressed to the Trustee permitting it to rely on an opinion of Counsel, substantially to the effect that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of of-the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trusteetherein. If the Company shall establish pursuant to Section 2.3 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated denominated. in an amount equal to the aggregate Principal principal amount of all of the Securities of such series issued in such form and not yet cancelledcanceled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”

Execution and Authentication. One (a) Two Officers, or an Officer and a secretary, treasurer, controller or an assistant secretary of the Company, shall sign, or one Officer shall sign and one Officer or a Secretary or an Assistant Secretary of the Company (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall execute attest to, the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by manual or facsimile or manual signature in the name and on behalf of the Companysignature. If an Officer or a secretary, treasurer, controller or an assistant secretary of the Company whose signature is on a Security was an Officer or coupon appertaining thereto a Secretary or an Assistant Secretary of the Company at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security is shall be valid nevertheless. Each Guarantor shall execute its Subsidiary Guarantee in the manner set forth in Section 10.07. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. (b) The Trustee shall authenticate (i) Securities for original issue on the Issue Date in the aggregate principal amount of $350,000,000, (ii) subject to compliance by the Company with clause (c) below, Additional Securities for original issue in an aggregate principal amount specified in a written order of the Company and (iii) Series B Securities for issue only in exchange, pursuant to the terms of a Registration Rights Agreement, for a like principal amount of Series A Securities, in each case upon a written order of the Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated, the Security series of Securities and the date on which the Securities are to be authenticated. (c) Except as provided in Section 2.07, Additional Securities may be issued only in compliance with Section 4.03 and, in the case of any such coupon Additional Securities, the Officers' Certificate specified in clause (b) above shall nevertheless certify that such issuance is not prohibited under Section 4.03 of this Indenture. Any Additional Securities shall be valid. The Trusteepart of the same issue as the Securities being issued on the Issue Date and will vote on all matters as one class with the Securities being issued on the Issue Date, at including, without limitation, waivers, amendments, redemptions, Change of Control Offers and Net Proceeds Offers. (d) Upon receipt of a written order of the expense Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution for Securities originally issued to reflect any name change of the Company, . (e) The Trustee may appoint an authenticating agent (reasonably acceptable to the “Authenticating Agent”) Company to authenticate Securities. The Authenticating Agent Unless otherwise provided in the 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 Authenticating Agentagent. A Security and An authenticating agent has the coupons appertaining thereto shall not be valid until the Trustee or Authenticating same rights as an Agent signs, manually or by facsimile, the certificate of authentication on the Security or on the Security to which such coupon appertains. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated under this Indenture. At any time and from time to time after the execution and delivery of this Indenture, deal with the Company may deliver Securities of any series having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order Affiliates of the Company. In authenticating any . (f) The Securities of a series, the Trustee shall be entitled to receive prior to the authentication issuable only in registered form without coupons in denominations of $1,000 and any Securities of such series, and (subject to Article 8) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 and Section 2.3 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. If the Company shall establish pursuant to Section 2.3 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositaryintegral multiple thereof.”

Execution and Authentication. One Officer of the Company Two Officers shall execute sign the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by manual or facsimile or manual signature in the name and on behalf of the Companysignature. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. A Security shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall at any time, and from time to time, authenticate Securities for original issue in the principal amount provided in the Board Resolution, supplemental indenture hereto or Officer’s Certificate, upon receipt by the Trustee of a Company Order. Each Security shall be dated the date of its authentication. The aggregate principal amount of Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the Board Resolution, supplemental indenture hereto or Officer’s Certificate delivered pursuant to Section 2.2, except as provided in Section 2.8. Prior to the issuance of Securities of any Series, the Trustee shall have received and (subject to Section 9.2) shall be fully protected in conclusively relying on: (a) the Board Resolution, supplemental indenture hereto or Officer’s Certificate delivered pursuant to Section 2.2 establishing the form of the Securities of that Series or of Securities within that Series and the terms of the Securities of that Series or of Securities within that Series, (b) an Officer’s Certificate complying with Section _______, and (c) an Opinion of Counsel complying with Section _______. The Trustee shall have the right, but not the obligation, to decline to authenticate and deliver any Securities of such Series: (a) if the Trustee, at being advised by counsel, determines that such action may not be taken lawfully; or (b) if the expense Trustee in good faith determines that such action would expose the Trustee to personal liability to Holders of the Company, any then outstanding Series of Securities. The Trustee may appoint an authenticating agent (acceptable to the “Authenticating Agent”) Company to authenticate Securities. The Authenticating Agent 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 Authenticating Agentagent. A Security and An authenticating agent has the coupons appertaining thereto shall not be valid until the Trustee or Authenticating same rights as an Agent signs, manually or by facsimile, the certificate of authentication on the Security or on the Security to which such coupon appertains. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated under this Indenture. At any time and from time to time after the execution and delivery of this Indenture, deal with the Company may deliver Securities of any series having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order an Affiliate of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 8) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 and Section 2.3 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. If the Company shall establish pursuant to Section 2.3 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”

Execution and Authentication. (a) One Officer of the Company shall execute must sign the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company thereto, if any, by manual, facsimile or manual signature in the name and on behalf of the Company. .pdf signature. (b) If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the such Security is authenticated, the such Security and such coupon shall will nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent . (the “Authenticating Agent”c) to authenticate Securities. The 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 Authenticating Agent. A Security and the coupons appertaining thereto shall will not be valid until authenticated by the Trustee or Authenticating Agent signs, manually or by facsimile, manual signature of the certificate of authentication on the Security or on the Security to which such coupon appertainsTrustee. The signature shall will be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated under this Indenture. Unless otherwise specified with respect to a series of Securities, a Security shall be dated the date of its authentication. (d) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon shall, upon receipt of a Company Order, authenticate and deliver such Securities for issuance under this Indenture. Such Company Order may authorize authentication and delivery pursuant to electronic instructions from the Company or upon the written order of the Companyits duly authorized agent or agents. In authenticating any Securities of a seriessuch Securities, the Trustee shall be entitled to receive prior to the authentication of any Securities of such seriesseries each of the following, and (subject to Article 8) VII) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (ai) any a Board Resolution and/or executed supplemental indenture referred to in Section 2.1 2.01 and Section 2.3 2.03 hereof by or pursuant to which the forms and terms of the Securities of that series were established; (bii) a Company Order; (iii) an Officers’ Officer’s Certificate stating that (A) all covenants and conditions precedent to the issuance, execution, authentication and delivery of the Securities have been complied with, (B) no Default or Event of Default has occurred and is continuing, and (C) setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and (civ) an Opinion of Counsel substantially to the effect that following effect, which Opinion of Counsel may contain such assumptions, qualifications and limitations as such counsel shall reasonably deem appropriate: (A) the form or forms and terms of the Securities of such series have been been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, (B) this Indenture and such Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the this Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinionfor, would will be entitled to the benefits of the this Indenture and would be will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, generally and general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested equity (regardless of whether enforceability is considered in a proceeding of equity or law). (e) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the TrusteeTrustee includes authentication by such agent. The Trustee An authenticating agent has the same rights as an Agent to deal with Holders, the Company or an Affiliate of the Company. (f) Notwithstanding the provisions of Section 2.01 hereof and this Section 2.02, if, in connection with a Periodic Offering, all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution or Officer’s Certificate and Opinion of Counsel otherwise required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect Section at or prior to the Trustee’s own rights, duties authentication of each Security of such series if such documents are delivered at or immunities under prior to the authentication upon original issuance of the first Security of such series to be issued; provided that a Company Order shall be delivered in connection with each request to authenticate any Security. (g) With respect to Securities and this Indenture or otherwise of a series offered in a manner which is not reasonably acceptable Periodic Offering, the Trustee may conclusively rely, as to the Trustee. authorization by the Company of any of such Securities, the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to this Section, as applicable, in connection with the first authentication of Securities of such series. (h) If the Company shall establish pursuant to or as contemplated by Section 2.3 2.03 hereof that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee Trustee, upon receipt of a Company Order, shall authenticate and deliver one or more Registered Global Securities in temporary or permanent form that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered formTHIS SECURITY IS A REGISTERED GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor DepositaryUNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO THE NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.”

Execution and Authentication. One Officer of the Company Two Officers shall execute the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and on behalf of the Company. The seal of the Company, if any, shall be reproduced on the Securities. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The 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 Authenticating Agent. A Security and the coupons appertaining thereto shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, signs the certificate of authentication on the Security or on the Security to which such coupon appertainsappertains by an authorized signatory. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 8) 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Officers’ Certificate, Board Resolution and/or executed supplemental indenture referred to in Section 2.1 Sections 2.01 and Section 2.3 2.03 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate (which may be included in the Officers’ Certificate in (a) above, if applicable) setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Sections 2.01 and 2.02, if, in connection with a Periodic Offering, all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution, Officers’ Certificate and/or supplemental indenture otherwise required pursuant to Section 2.01 and Section 2.02(a) or the Officers’ Certificate and Opinion of Counsel otherwise required pursuant to Section 2.02(b) and (c) at or prior to the 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. With respect to Securities of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Securities, the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.01 and 2.02, as applicable, in connection with the first authentication of Securities of such series. If the Company shall establish pursuant to Section 2.3 2.03 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered formUNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor DepositaryTHIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO THE NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.”

Execution and Authentication. One An Officer of the Company shall execute sign the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by manual or facsimile or manual signature in the name and on behalf of the Companysignature. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the a Security is authenticated, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The 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 Authenticating Agent. A Security and the coupons appertaining thereto shall not be valid until authenticated by the Trustee or Authenticating Agent signs, manually or by facsimile, manual signature of the certificate of authentication on the Security or on the Security to which such coupon appertainsTrustee. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated under this Indenture. At any time The Trustee shall authenticate (i) Securities for original issue up to the aggregate principal amount stated in paragraph 1 of the Securities and (ii) Additional Securities from time to time after for original issue in aggregate principal amounts specified by the execution Company pursuant to Section 2.02, in each case, upon a written order of the Company signed by two Officers (an "Authentication Order"), and, in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the Outstanding Securities of the affected series will be subject to federal income tax in the same amounts, in the same manner and delivery at the same times as would have been the case if such Additional Securities were not issued. The Authentication Order shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated and shall state, in the case of any Additional Securities, that the issuance of such Additional Securities does not contravene any provision of Article 9 of this Indenture. Except as provided in Section 2.08 hereof, the Company may deliver aggregate principal amount of Securities of any series having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or outstanding at any time may not exceed any limit upon the written order of maximum principal amount for such series set forth in the Company. In authenticating any Securities of a seriesBoard Resolution, the Trustee shall be entitled to receive prior to the authentication of any Securities of such seriesOfficers' Certificate, and (subject to Article 8) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 and Section 2.3 by or pursuant to Section 2.02 or in any additional Board Resolution, Officers' Certificate or supplemental indenture which the forms and terms shall reopen a series of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. If the Company shall establish pursuant to Section 2.3 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary2.02.”

Execution and Authentication. One Officer and the Secretary or an Assistant Secretary of the Company shall execute sign the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by manual or facsimile or manual signature in signature. The Company's seal shall be reproduced on the name and on behalf of the CompanyPhysical Securities. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be validvalid nevertheless. A Security shall not be valid until the Trustee or an authenticating agent manually signs the certificate of authentication on the Security. The Trusteesignature shall be conclusive evidence that the Security has been authenticated under this Indenture. Each Security shall be dated the date of its authentication. The Trustee shall authenticate (i) the Series A Securities for original issue on the Issue Date in the aggregate principal amount of $275,000,000 (the "Original Securities"), at (ii) additional Series A Securities for original issue from time to time after the expense Issue Date in such principal amounts as may be set forth in a written order of the Company described in this sentence and (iii) the Series B Securities from time to time for issue only in exchange for a like principal amount of Series A Securities, in each case upon a written order of the Company signed by one Officer and the Secretary or an Assistant Secretary of the Company, which written order shall specify (A) the amount of Securities to authenticated and the date of original issue thereof, (B) whether the Securities are Series A Securities or Series B Securities and (C) the amount of Securities to be issued in global form or definitive form. The aggregate principal amount of Securities outstanding at any time may not exceed $275,000,000 plus such additional principal amounts as may be issued and authenticated pursuant to clause (ii) of this paragraph, except as provided in Section 2.08. Dailxx Xxxernational Inc.: Indenture -20- Execution Copy 27 At any time after the execution and delivery of this Indenture, the Company may deliver Series A Securities executed by the Company and having the notations of Subsidiary Guarantees executed by the Subsidiary Guarantors to the Trustee for authentication, together with a request from the Company for the authentication and delivery of such Series A Securities, and the Trustee in accordance with such request shall authenticate and deliver such Series A Securities with the notations of Subsidiary Guarantees thereon as provided in this Indenture. Such request from the Company shall specify the principal amount of the Series A Securities to be authenticated and the date on which the original issue of Series A Securities is to be authenticated. In addition, on or before an Exchange Offer Consummation Date, the Company may deliver Series B Securities executed by the Company and having the notations of Subsidiary Guarantees executed by the Subsidiary Guarantors to the Trustee for authentication, together with a request from the Company for the authentication and delivery of such Series B Securities, and the Trustee in accordance with such request shall authenticate and deliver such Series B Securities with the notations of Subsidiary Guarantees thereon as provided in this Indenture. Such request from the Company shall specify the principal amount of the Series B Securities to be authenticated and the date on which the Series B Securities are to be exchanged for an equal principal amount of Series A Securities. In connection with the transfer of an entire Global Security to beneficial owners pursuant to this Section, the Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall upon a request from the Company authenticate and deliver, to each beneficial owner identified by DTC, in exchange for its beneficial interest in the Global Security, an equal aggregate principal amount of Physical Securities of authorized denominations. The Holder of a Global Security may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The Authenticating Agent An authenticating agent may authenticate Securities whenever the Trustee may do soso except on original issuance. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agentagent. A Security and An authenticating agent has the coupons appertaining thereto shall not be valid until the Trustee or Authenticating same rights as an Agent signs, manually or by facsimile, the certificate of authentication on the Security or on the Security to which such coupon appertains. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated under this Indenture. At any time and from time to time after the execution and delivery of this Indenture, deal with the Company may deliver Securities of any series having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 8) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 and Section 2.3 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. If the Company shall establish pursuant to Section 2.3 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor DepositaryAffiliates.”

Execution and Authentication. One An Officer of the Company shall execute sign the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by manual, facsimile or manual electronic signature in the name and on behalf of the Company(e.g., “.pdf” or “.tif”). If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. A Security shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall at any time, and from time to time, authenticate Securities for original issue in the principal amount provided in the Board Resolution, supplemental indenture hereto or Officer’s Certificate, upon receipt by the Trustee of a Company Order. Such Company Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Company or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing. Each Security shall be dated the date of its authentication unless otherwise provided by a Board Resolution, a supplemental indenture hereto or an Officer’s Certificate. The aggregate principal amount of Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the Board Resolution, supplemental indenture hereto or Officer’s Certificate delivered pursuant to Section 2.2, except as provided in Section 2.8. Prior to the issuance of Securities of any Series, the Trustee shall have received and (subject to Section 7.2) shall be fully protected in relying on: (a) the Board Resolution, supplemental indenture hereto or Officer’s Certificate establishing the form of the Securities of that Series or of Securities within that Series and the terms of the Securities of that Series or of Securities within that Series, (b) an Officer’s Certificate complying with Section 10.4, and (c) an Opinion of Counsel complying with Section 10.4. The Trustee shall have the right to decline to authenticate and deliver any Securities of such Series: (a) if the Trustee, at being advised by counsel, determines that such action may not be taken lawfully; or (b) if the expense Trustee in good faith by its board of directors or trustees, executive committee or a trust committee of directors and/or vice-presidents or a committee of Responsible Officers shall determine that such action would expose the Company, Trustee to personal liability to Holders of any then outstanding Series of Securities. The Trustee may appoint an authenticating agent (acceptable to the “Authenticating Agent”) Company to authenticate Securities. The Authenticating Agent 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 Authenticating Agentagent. A Security and An authenticating agent has the coupons appertaining thereto shall not be valid until the Trustee or Authenticating same rights as an Agent signs, manually or by facsimile, the certificate of authentication on the Security or on the Security to which such coupon appertains. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated under this Indenture. At any time and from time to time after the execution and delivery of this Indenture, deal with the Company may deliver Securities of any series having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order an Affiliate of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 8) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 and Section 2.3 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. If the Company shall establish pursuant to Section 2.3 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”

Execution and Authentication. One Officer of the Company Two Officers shall execute the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and on behalf of the Company. The seal of the Company, if any, shall be reproduced on the Securities. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”"AUTHENTICATING AGENT") to authenticate Securities. The 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 Authenticating Agent. A Security and the coupons appertaining thereto shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, signs the certificate of authentication on the Security or on the Security to which such coupon appertainsSecurity. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the first authentication of any Securities of such series, and (subject to Article 8) 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a1) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 Sections 2.01 and Section 2.3 2.03 by or pursuant to which the forms and terms of the Securities of that series were established; (b2) an Officers’ ' Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been been, or will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture, and covering such other matters as the Trustee may reasonably request; and (c3) an Opinion of Counsel Counsel, substantially to the effect that the form or forms and terms term of the Securities securities of such series have been been, or will be, when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other insolvency or similar laws affecting creditors’ ' rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trusteetherein. If the Company shall establish pursuant to Section 2.3 2.03 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal principal amount of all of the Securities of such series issued in such form and not yet cancelledcanceled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s 's instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “"Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”"

Execution and Authentication. One Officer The Securities (other than coupons) and the Guarantee shall be executed on behalf of the Company shall execute the Securities and one Officer of the Company shall execute Guarantor, as the coupons appertaining thereto for the Company case may be, by two of their respective Officers by facsimile or manual signature in the name and on behalf of the CompanyCompany and of the Guarantor, as the case may be. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto the Guarantee no longer holds that office at the time the Security or the Guarantee is authenticated, the Security and such coupon or the Guarantee shall nevertheless be valid. The Trustee, at the expense of the Company, or if the Company shall fail to pay such expense, the Guarantor, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate SecuritiesSecurities (other than coupons). The 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 Authenticating Agent. A Security and the coupons appertaining thereto (other than coupons) shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, signs the certificate of authentication on the Security or on the Security to which such coupon appertainsSecurity. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company Company, with the Guarantee of the Guarantor endorsed thereon, to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver make available for delivery such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the first authentication of any Securities of such series, and (subject to Article 8) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution of the Company and/or executed supplemental indenture referred to in Section 2.1 Sections 2.01 and Section 2.3 2.03 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate of the Company and the Guarantor setting forth the form or forms and terms of the SecuritiesSecurities and the Guarantee thereof, stating that the form or forms and terms of the Securities of such series have been been, or will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and (c) an Opinion of Counsel of the Company and the Guarantor substantially to the effect that the form or forms and terms of the Securities of such series and the Guarantee thereof have been been, or will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and the Securities and the Guarantee thereof have been duly authorized and, if executed and authenticated authenticated, or in the case of the Guarantee, if the Security on which the Guarantee shall have been endorsed shall have been authenticated, in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the CompanyCompany and the Guarantor, as the case may be, enforceable against the Company and the Guarantor, as the case may be, in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trusteetherein. If the Company shall establish pursuant to Section 2.3 2.03 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute, and the Guarantor shall execute the Guarantee endorsed thereon, and the Trustee shall authenticate and deliver make available for delivery one or more Registered Global Securities Securities, having a Guarantee executed by the Guarantor endorsed thereon that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal principal amount of all of the Securities of such series issued in such form and not yet cancelledcanceled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the 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.”

Execution and Authentication. One Officer of the Company Two Officers shall execute sign the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by manual or facsimile or manual signature in the name and on behalf of the Companysignature. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. A Security shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall at any time, and from time to time, authenticate Securities for original issue in the principal amount provided in the Board Resolution or Officers' Certificate detailing the adoption of terms pursuant to the Board Resolution, Officers' Certificate or a supplemental indenture hereto, upon receipt by the Trustee of a Company Order. If provided for in such procedures, such Company Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Company or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing. Each Security shall be dated the date of its authentication unless otherwise provided by Board Resolution, Officers' Certificates or a supplemental indenture hereto. The aggregate principal amount of Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the Board Resolution or Officers' Certificate or supplemental indenture hereto delivered pursuant to Section 2.2, except as provided in Section 2.8. Prior to the issuance of Securities of any Series, the Trustee shall have received and (subject to Section 7.2) shall be fully protected in relying on: (a) the Board Resolution, Officers' Certificate or a supplemental indenture hereto detailing the adoption of terms pursuant to the Board Resolution, Officers' Certificate or a supplemental indenture hereto establishing the form of the Securities of that Series or of Securities within that Series and the terms of the Securities of that Series or of Securities within that Series, (b) an Officers' Certificate complying with Section 10.4, and (c) an Opinion of Counsel complying with Section 10.4. The Trustee shall have the right to decline to authenticate and deliver any Securities of such Series: (a) if the Trustee, at being advised by counsel, determines that such action may not lawfully be taken; or (b) if the expense Trustee in good faith by its board of directors or trustees, executive committee or a trust committee of directors and/or vice-presidents shall determine that such action would expose the Company, Trustee to personal liability to Holders of any then outstanding Series of Securities. The Trustee may appoint an authenticating agent (acceptable to the “Authenticating Agent”) Company to authenticate Securities. The Authenticating Agent 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 Authenticating Agentagent. A Security and An authenticating agent has the coupons appertaining thereto shall not be valid until the Trustee or Authenticating same rights as an Agent signs, manually or by facsimile, the certificate of authentication on the Security or on the Security to which such coupon appertains. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated under this Indenture. At any time and from time to time after the execution and delivery of this Indenture, deal with the Company may deliver Securities of any series having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 8) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 and Section 2.3 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. If the Company shall establish pursuant to Section 2.3 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor DepositaryAffiliate.”

Execution and Authentication. One Officer The Securities (other than coupons) and the Guarantee shall be executed on behalf of the Company shall execute the Securities and one Officer of the Company shall execute Guarantor, as the coupons appertaining thereto for the Company case may be, by two of their respective Officers by facsimile or manual signature in the name and on behalf of the CompanyCompany and of the Guarantor, as the case may be. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto the Guarantee no longer holds that office at the time the Security or the Guarantee is authenticated, the Security and such coupon or the Guarantee shall nevertheless be valid. The Trustee, at the expense of the Company, or if the Company shall fail to pay such expense, the Guarantor, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate SecuritiesSecurities (other than coupons). The 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 Authenticating Agent. A Security and the coupons appertaining thereto (other than coupons) shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, signs the certificate of authentication on the Security or on the Security to which such coupon appertainsSecurity. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company Company, with the Guarantee of the Guarantor endorsed thereon, to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver make available for delivery such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the first authentication of any Securities of such series, and (subject to Article 8) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution of the Company and/or executed supplemental indenture referred to in Section 2.1 Sections 2.01 and Section 2.3 2.03 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate of the Company and the Guarantor setting forth the form or forms and terms of the SecuritiesSecurities and the Guarantee thereof, stating that the form or forms and terms of the Securities of such series have been been, or will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and (c) an Opinion of Counsel of the Company and the Guarantor substantially to the effect that the form or forms and terms of the Securities of such series and the Guarantee thereof have been been, or will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and the Securities and the Guarantee thereof have been duly authorized and, if executed and authenticated authenticated, or in the case of the Guarantee, if the Security on which the Guarantee shall have been endorsed shall have been authenticated, in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the CompanyCompany and the Guarantor, as the case may be, enforceable against the Company and the Guarantor, as the case may be, in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trusteetherein. If the Company shall establish pursuant to Section 2.3 2.03 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute, and the Guarantor shall execute the Guarantee endorsed thereon, and the Trustee shall authenticate and deliver make available for delivery one or more Registered Global Securities Securities, having a Guarantee executed by the Guarantor endorsed thereon, that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal principal amount of all of the Securities of such series issued in such form and not yet cancelledcanceled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the 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.”

Execution and Authentication. One Officer of the Company shall execute the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The 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 Authenticating Agent. A Security and the coupons appertaining thereto shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, the certificate of authentication on the Security or on the Security to which such coupon appertains. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article ARTICLE 8) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 2.01 and Section 2.3 2.03 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Officer’s Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 2.01 and Section 2.02, if, in connection with a Periodic Offering, all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution otherwise required pursuant to Section 2.01 or the Board Resolution and/or executed supplemental indenture, Officer’s Certificate and Opinion of Counsel otherwise required pursuant to Section 2.02 at or prior to the 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. With respect to Securities of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Securities, the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Section 2.01 and Section 2.02, as applicable, in connection with the first authentication of Securities of such series. If the Company shall establish pursuant to Section 2.3 2.03 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”

Execution and Authentication. One Officer of the Company Two Officers shall execute the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and on behalf of the Company. The seal of the Company, if any, shall be reproduced on the Securities. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The 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 Authenticating Agent. A Security and the coupons appertaining thereto shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, signs the certificate of authentication on the Security or on the Security to which such coupon appertainsappertains by an authorized officer. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 8) 7) shall be fully protected in conclusively relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 Sections 2.01 and Section 2.3 2.03 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the this Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the this Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and that all laws and requirements in respect of the execution and delivery by the Company of such Securities have been complied with, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Sections 2.01 and 2.02, if, in connection with a Periodic Offering, all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution otherwise required pursuant to Section 2.01 or the written order, Officers’ Certificate and Opinion of Counsel otherwise required pursuant to Section 2.02 at or prior to the 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. With respect to Securities of a series offered in a Periodic Offering, the Trustee may conclusively rely, as to the authorization by the Company of any of such Securities, the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.01 and 2.02, as applicable, in connection with the first authentication of Securities of such series. If the Company shall establish pursuant to Section 2.3 2.03 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”” The execution and delivery of the Guarantees by the Guarantors shall be evidenced by the execution and delivery of this Indenture by each of the Guarantors as set forth in Section 10.08. The terms of the Guarantees and obligations of the Guarantors are set forth in Article 10.

Execution and Authentication. One Officer of the Company Two Officers shall execute the Securities and one Officer of the Company shall execute the coupons appertaining thereto (other than coupons) for the Company by facsimile or manual signature in the name and on behalf of the Company. Two Officers shall execute the Guarantees for the Guarantor by facsimile or manual signature in the name and on behalf of the Guarantor. The seal of the Company, if any, shall be reproduced on the Securities. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”"AUTHENTICATING AGENT") to authenticate SecuritiesSecurities (other than coupons). The 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 Authenticating Agent. A Security and the coupons appertaining thereto (other than coupons) shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, signs the certificate of authentication on the Security or on the Security to which such coupon appertainsSecurity. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company and the Guarantor to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the first authentication of any Securities of such series, and (subject to Article 8) 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a1) any Board Resolution and/or executed supplemental indenture referred to in Section Sections 2.1 and Section 2.3 by or pursuant to which the forms and terms of the Securities of that series were established; (b2) an Officers’ ' Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been been, or will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and (c3) at the option of the Company, either an Opinion of Counsel Counsel, or a letter addressed to the Trustee permitting it to rely on an Opinion of Counsel, substantially to the effect that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ ' rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trusteetherein. If the Company shall establish pursuant to Section 2.3 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company and the Guarantor shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal principal amount of all of the Securities of such series issued in such form and not yet cancelledcanceled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s 's instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “"Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”"

Execution and Authentication. One Officer The Securities (other than coupons) and the Guarantee shall be executed on behalf of the Company shall execute the Securities and one Officer of the Company shall execute Guarantor, as the coupons appertaining thereto for the Company case may be, by two of their respective Officers by facsimile or manual signature in the name and on behalf of the Company. If an Officer Company and of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at Guarantor, as the time the Security is authenticated, the Security and such coupon shall nevertheless be validcase may be. The Trustee, at the expense of the Company, or if the Company shall fail to pay such expense, the Guarantor, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate SecuritiesSecurities (other than coupons). The 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 Authenticating Agent. A Security and the coupons appertaining thereto (other than coupons) shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, signs the certificate of authentication on the Security or on the Security to which such coupon appertainsSecurity. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company Company, with the Guarantee of the Guarantor endorsed thereon, to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver make available for delivery such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the first authentication of any Securities of such series, and (subject to Article 8) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution of the Company and/or executed supplemental indenture referred to in Section 2.1 Sections 2.01 and Section 2.3 2.03 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate of the Company and the Guarantor setting forth the form or forms and terms of the SecuritiesSecurities and the Guarantee thereof, stating that the form or forms and terms of the Securities of such series have been been, or will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and (c) an Opinion of Counsel of the Company and the Guarantor substantially to the effect that the form or forms and terms of the Securities of such series and the Guarantee thereof have been been, or will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and the Securities and the Guarantee thereof have been duly authorized and, if executed and authenticated authenticated, or in the case of the Guarantee, if the Security on which the Guarantee shall have been endorsed shall have been authenticated, in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the CompanyCompany and the Guarantor, as the case may be, enforceable against the Company and the Guarantor, as the case may be, in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trusteetherein. If the Company shall establish pursuant to Section 2.3 2.03 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute, and the Guarantor shall execute the Guarantee endorsed thereon, and the Trustee shall authenticate and deliver make available for delivery one or more Registered Global Securities Securities, having a Guarantee executed by the Guarantor endorsed thereon, that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal principal amount of all of the Securities of such series issued in such form and not yet cancelledcanceled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the 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.”

Execution and Authentication. One Officer of the Company Two Officers shall execute sign the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by manual, digital or facsimile or manual signature in the name and on behalf of the Companysignature. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticatedauthenticated or thereafter, the Security and such coupon shall nevertheless be valid. A Security shall not be valid until authenticated by the manual or authenticated digital signature (to the extent lawful) of the Trustee or an authenticating agent. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall at any time, and from time to time, authenticate Securities for original issue in the principal amount provided in the Board Resolution, supplemental indenture hereto or Officers’ Certificate, upon receipt by the Trustee of a Company Order. Such Company Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Company or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing (including email). Each Security shall be dated the date of its authentication unless otherwise provided by a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate. The aggregate principal amount of Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the Board Resolution, supplemental indenture hereto or Officers’ Certificate delivered pursuant to Section 2.02, except as provided in Section 2.02 or 2.08. Prior to the issuance of Securities of any Series, the Trustee shall have received and (subject to Section 7.02) shall be fully protected in relying on: (a) the Board Resolution, supplemental indenture hereto or Officers’ Certificate establishing the form of the Securities of that Series or of Securities within that Series and the terms of the Securities of that Series or of Securities within that Series, (b) an Officers’ Certificate complying with Section 10.04 and (c) an Opinion of Counsel complying with Section 10.04. The Trustee shall have the right to decline to authenticate and deliver any Securities of such Series: (a) if the Trustee, at being advised by counsel, determines that such action may not be taken lawfully; or (b) if the expense Trustee’s by its board of directors or trustees, executive committee or a trust committee of directors and/or vice-presidents shall determine in good faith that such action would expose the Company, Trustee to personal liability to Holders of any then outstanding Series of Securities. The Trustee may appoint an authenticating agent (acceptable to the “Authenticating Agent”) Company to authenticate Securities. The Authenticating Agent 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 Authenticating Agentagent. A Security and An authenticating agent has the coupons appertaining thereto shall not be valid until the Trustee or Authenticating same rights as an Agent signs, manually or by facsimile, the certificate of authentication on the Security or on the Security to which such coupon appertains. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated under this Indenture. At any time and from time to time after the execution and delivery of this Indenture, deal with the Company may deliver Securities of any series having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order an Affiliate of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 8) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 and Section 2.3 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. If the Company shall establish pursuant to Section 2.3 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”

Execution and Authentication. One The Securities of any series shall be executed on behalf of the Company by any Officer. The signature of the Officer on the Securities of any series may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at the time of the execution of the Securities of any series the proper Officers of the Company shall execute the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of bind the Company, may appoint an authenticating agent (notwithstanding that such individuals or any of them have ceased to hold such offices prior to the “Authenticating Agent”) to authenticate authentication and delivery of such Securities or did not hold such offices at the date of authentication of such Securities. The Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in No Security of any series shall be entitled to any benefit under this Indenture to authentication or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication, duly executed by the Trustee includes authentication by manual signature of an authorized signatory, and such Authenticating Agent. A certificate upon any such Security shall be conclusive evidence, and the coupons appertaining thereto shall not be valid until the Trustee only evidence, that such Security has been duly authenticated and delivered hereunder. Unless otherwise provided for in a supplemental indenture or Authenticating Agent signs, manually or by facsimileBoard Resolution, the Trustee’s certificate of authentication on the Security or on the Security to which such coupon appertains. The signature shall be conclusive evidence that in substantially the Security or following form: [Form of Trustee’s Certificate of Authentication] This is one of the Security Securities of the series designated therein referred to which in the coupon appertains has been authenticated under this within-mentioned Indenture. Dated: ___________________ [_____________________] As Trustee By:____________________ Authorized Signatory At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication authentication, together with an Authentication Order for the applicable documents referred to below in this Sectionauthentication and delivery of such Securities, and the Trustee in accordance with the Authentication Order shall thereupon authenticate and deliver such Securities to Securities. If the form or upon forms and the written order terms of the Company. In authenticating any Securities of the series have been established by or pursuant to one or more Board Resolutions or a seriessupplemental indenture as permitted by Section 2.1, then in authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive prior to the authentication of any Securities of such seriesprovided with, and (subject to Article 8) VII) shall be fully protected in conclusively relying upon, unless and until such documents have been superseded or revoked: (ai) any Board Resolution and/or or executed supplemental indenture indenture, as applicable, referred to in Section 2.1 and Section 2.3 by or pursuant to which the form or forms and the terms of the Securities of that series were established; (bii) an Officers’ Certificate setting forth Opinion of Counsel complying with Section 11.2 and stating that: (a) the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been established by or pursuant to the Board Resolution or supplemental indenture, as applicable as permitted by Section 2.1, in compliance accordance with such procedures as shall be referred to therein and in conformity with the provisions of this Indenture; and; (cb) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and the Securities of such series have been duly authorized authorized; and (c) the Securities of such series have been duly executed and, if executed and when authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on Trustee and issued by the date Company in the manner and subject to any conditions specified in such Opinion of such opinionCounsel, would be entitled to the benefits of the Indenture and would be will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, receivership, moratorium reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights generally, generally and to general equitable principles of equity, and covering to such other matters as shall may be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. If the Company shall establish pursuant to Section 2.3 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”therein; and

Execution and Authentication. One Two Officers, or an Officer of the Company and an Assistant Secretary, shall execute the Securities sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Company shall execute the coupons appertaining thereto Securities for the Company by manual or facsimile signature. The Company's seal shall also be affixed to or manual signature in imprinted or reproduced on the name and on behalf of the CompanySecurities. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto was an Officer at the time of such execution but no longer holds that office at the time the Security is authenticatedTrustee authenticates the Security, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The Authenticating Agent may authenticate Securities whenever the Trustee may do sovalid nevertheless. Each reference Subsidiary Guarantor shall execute the Subsidiary Guarantee in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agentmanner set forth in Section 10.7. A Security and the coupons appertaining thereto shall not be valid until an authorized signatory of the Trustee or Authenticating Agent signs, manually or by facsimile, signs the certificate of authentication on the Security or on the Security to which such coupon appertainsSecurity. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated under this Indenture. At any time The Trustee shall authenticate (i) Series A Securities or Series B Securities, as the case may be, for original issue in the aggregate principal amount of $40,000,000 (the "Original Securities"), (ii) Series A Securities or Series B Securities, as the case may be, for original issue pursuant to Section 4.1 in such additional principal amounts as may be set forth in an Officers' Certificate described as follows and (iii) if applicable, Series B Securities from time to time after the execution and delivery for issue only in exchange for a like principal amount of this IndentureSeries A Securities, the Company may deliver Securities in each case upon receipt of any series having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the a written order of the CompanyCompany in the form of an Officers' Certificate. In authenticating The Officers' Certificate shall specify the amount of Securities to be authenticated, the series and type of Securities, the date on which the Securities are to be authenticated and the date from which interest on such Securities shall accrue. The aggregate principal amount of Securities outstanding at any Securities time may not exceed $40,000,000 plus any additional principal amount issued pursuant to item (ii) of the first sentence of this paragraph, except as provided in Section 2.7. Upon receipt of a serieswritten order of the Company in the form of an Officers' Certificate, the Trustee shall be entitled authenticate Securities in substitution of Securities originally issued to receive prior to the authentication of reflect any Securities of such series, and (subject to Article 8) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 and Section 2.3 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations name change of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. If the Company shall establish pursuant to Section 2.3 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”

Execution and Authentication. One Officer of the The Company shall execute approve the form of the Securities and any notation, legend or endorsement thereon. Each Security shall be dated the date of issuance and shall show the date of its authentication. The terms and provisions contained in the Securities shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign, and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Company shall execute the coupons appertaining thereto Securities for the Company by manual or facsimile or manual signature in the name and on behalf of the Companysignature. If an Officer of the Company or Assistant Secretary whose signature is on a Security was an Officer or coupon appertaining thereto Assistant Secretary at the time of such execution but no longer holds that office or position at the time the Security is authenticatedTrustee authenticates the Security, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The 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 Authenticating Agent. A Security and the coupons appertaining thereto (other than coupons) shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, signs the certificate of authentication on the Security or on the Security to which such coupon appertainsSecurity. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the first authentication of any Securities of such series, and (subject to Article 8) 6) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a1) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 Sections 2.01 and Section 2.3 3.03 by or pursuant to which the forms and terms of the Securities of that series were established; (b2) an Officers’ ' Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been been, or will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and (c3) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been been, or will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ ' rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trusteetherein. If the Company shall establish pursuant to Section 2.3 3.01 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal principal amount of all of the Securities of such series issued in such form and not yet cancelledcanceled, (ii) shall be registered in the name of the Depositary Depository for such Registered Global Security or Securities or the nominee of such DepositaryDepository, (iii) shall be delivered by the Trustee to such Depositary Depository or its custodian or pursuant to such Depositary’s Depository's instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “effect of Exhibit A hereto. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless and until it is exchanged otherwise provided in whole or the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in part for Securities in definitive registered form, this Security may not be transferred except as a whole Indenture to authentication by the Depositary Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the nominee Company and Affiliates 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 DepositaryCompany.”

Execution and Authentication. (a) One Officer of the Company shall execute Issuer must sign the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company thereto, if any, by manual, facsimile or manual signature in the name and on behalf of the Company. ..pdf signature. (b) If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the such Security is authenticated, the such Security and such coupon shall will nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent . (the “Authenticating Agent”c) to authenticate Securities. The 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 Authenticating Agent. A Security and the coupons appertaining thereto shall will not be valid until authenticated by the Trustee or Authenticating Agent signs, manually or by facsimile, manual signature of the certificate of authentication on the Security or on the Security to which such coupon appertainsTrustee. The signature shall will be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated under this Indenture. Unless otherwise specified with respect to a series of Securities, a Security shall be dated the date of its authentication. (d) At any time and from time to time after the execution and delivery of this Indenture, the Company Issuer may deliver Securities of any series having attached thereto appropriate coupons, if any, executed by the Company Issuer to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon shall, upon receipt of a Company Order, authenticate and deliver such Securities for issuance under this Indenture. Such Company Order may authorize authentication and delivery pursuant to electronic instructions from the Issuer or upon the written order of the Companyits duly authorized agent or agents. In authenticating any Securities of a seriessuch Securities, the Trustee shall be entitled to receive prior to the authentication of any Securities of such seriesseries each of the following, and (subject to Article 8) VII) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (ai) any a Board Resolution and/or executed supplemental indenture referred to in Section 2.1 2.01 and Section 2.3 2.03 hereof by or pursuant to which the forms and terms of the Securities of that series were established; (bii) a Company Order; (iii) an Officers’ Officer’s Certificate stating that (A) all covenants and conditions precedent to the issuance, execution, authentication and delivery of the Securities have been complied with, (B) no Default or Event of Default has occurred and is continuing, and (C) setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and (civ) an Opinion of Counsel substantially to the effect that following effect, which Opinion of Counsel may contain such assumptions, qualifications and limitations as such counsel shall reasonably deem appropriate: (A) the form or forms and terms of the Securities of such series have been been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, (B) this Indenture and such Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the this Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinionfor, would will be entitled to the benefits of the this Indenture and would be will constitute valid and legally binding obligations of the CompanyIssuer, enforceable against the Company Issuer in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, generally and general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested equity (regardless of whether enforceability is considered in a proceeding of equity or law). (e) The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Securities (“Authenticating Agent”). An Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the TrusteeTrustee includes authentication by such agent. The Trustee An Authenticating Agent has the same rights as an Agent to deal with Holders, the Issuer or an Affiliate of the Issuer. (f) Notwithstanding the provisions of Section 2.01 hereof and this Section 2.02, if, in connection with a Periodic Offering, all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution or Officer’s Certificate and Opinion of Counsel otherwise required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect Section at or prior to the Trustee’s own rights, duties authentication of each Security of such series if such documents are delivered at or immunities under prior to the authentication upon original issuance of the first Security of such series to be issued; provided that a Company Order shall be delivered in connection with each request to authenticate any Security. (g) With respect to Securities and this Indenture or otherwise of a series offered in a manner which is not reasonably acceptable Periodic Offering, the Trustee may conclusively rely, as to the Trustee. authorization by the Issuer of any of such Securities, the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to this Section, as applicable, in connection with the first authentication of Securities of such series. (h) If the Company Issuer shall establish pursuant to or as contemplated by Section 2.3 2.03 hereof that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company Issuer shall execute and the Trustee Trustee, upon receipt of a Company Order, shall authenticate and deliver one or more Registered Global Securities in temporary or permanent form that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered formTHIS SECURITY IS A REGISTERED GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor DepositaryUNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO THE NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.”

Execution and Authentication. One Officer of the Company Two Officers shall execute the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and on behalf of the Company. The seal of the Company, if any, may be reproduced on the Securities but the failure to affix said seal shall not invalidate the due execution of the Securities. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The 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 Authenticating Agent. A Security and the coupons appertaining thereto shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, signs the certificate of authentication on the Security or on the Security to which such coupon appertainsappertains by an authorized officer. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 8) 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 Sections 2.01 and Section 2.3 2.03 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Sections 2.01 and 2.02, if, in connection with a Periodic Offering, all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution otherwise required pursuant to Section 2.01 or an Officers’ Certificate and Opinion of Counsel otherwise required pursuant to Section 2.02 at or prior to the authentication of each such Security of such series if such documents are delivered upon the original issuance of the first Security of such series to be issued. With respect to Securities of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Securities, the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.01 and 2.02, as applicable, in connection with the first authentication of Securities of such series. If the Company shall establish pursuant to Section 2.3 2.03 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”

Execution and Authentication. One An Officer of the Company Issuer shall execute sign the Securities for the Issuer by manual or facsimile signature and the seal of the Issuer shall be reproduced on the Securities and one attested by the manual or facsimile signature of an authorized Officer of the Company shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and on behalf of the CompanyIssuer. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be validvalid nevertheless. A Security shall not be valid until authenticated by the Trustee by manual signature. The Trustee, at 's certificate of authentication of all Securities shall be in substantially the expense following form: This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture. Bankers Trust Company, as Trustee By: ----------------------------- Authorized Signatory The manual signature of the Trustee on a certificate of authentication in the form hereinabove provided for shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall at any time and from time to time authenticate Securities for original issue, upon a written order of the Issuer signed by two Officers of the Issuer. In authenticating Securities of a particular series, and accepting the additional responsibilities under this Indenture in relation to such series of Securities, the Trustee shall be entitled to receive and (subject to Section 7.1) shall be fully protected in relying upon: (1) certified copies of the charter and bylaws of the Issuer; (2) each Board Resolution relating to the Securities of such series, and if the form or forms of the Securities of such series and the terms with respect thereto are established by a Board Resolution, an Officers' Certificate (i) approving the form or forms of the Securities of such series and the terms with respect thereto, to the extent such terms have been established (and, if the Securities of such series are Original Issue Discount Securities, setting forth such facts as are necessary to compute amounts due upon acceleration, if such facts are not specified in the form of Security) and (ii) stating that all conditions precedent to the issuance and authentication of the Securities of such series have been complied with; (3) an executed supplemental indenture (if any) relating to such Securities; (4) an Opinion of Counsel, which shall state (a) that the terms with respect to the Securities of such series have been established by or pursuant to a Board Resolution or by a supplemental indenture as permitted by, and in conformity with, the provisions of this Indenture; (b) that the Securities of such series, when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any further conditions specified in such Opinion of Counsel that are reasonably acceptable to the Trustee, will constitute a valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, except insofar as (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; and (c) that all conditions precedent to the execution and delivery by the Issuer of the Securities have been complied with; and If all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officers' Certificate or the Opinion of Counsel otherwise required pursuant to Section 2.1 and this Section 2.2 at or prior to the time of authentication of each Security of such series if such documents have been delivered at or prior to the authentication upon original issuance of the first Security of such series. The Trustee shall not be required to authenticate any Securities if such action may not lawfully be taken or will affect the Trustee's own rights, duties or immunities under the Securities and this Indenture in a manner which is not reasonably acceptable to the Trustee. The aggregate Principal amount of Securities of any series outstanding at any time may not exceed any limit upon the maximum Principal amount for such series set forth in or pursuant to the Board Resolution or supplemental indenture relating to such series delivered pursuant to this Section 2.2, except as authorized pursuant to Section 2.7. The Trustee may appoint an authenticating agent (acceptable to the “Authenticating Agent”) Issuer to authenticate Securities. The Authenticating Agent An authenticating agent may authenticate Securities whenever the Trustee may do so, provided that only the Trustee may authenticate Securities pursuant to Section 2.7. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agentan authenticating agent. A Security and An authenticating agent has the coupons appertaining thereto shall not be valid until the Trustee or Authenticating same rights as an Agent signs, manually or by facsimile, the certificate of authentication on the Security or on the Security to which such coupon appertains. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together deal with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to Issuer or upon the written order an Affiliate of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 8) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 and Section 2.3 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. If the Company shall establish pursuant to Section 2.3 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor DepositaryIssuer.”

Execution and Authentication. One Officer of the Company Two Officers shall execute the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and on behalf of the Company. The seal of the Company, if any, shall be reproduced on the Securities. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The 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 Authenticating Agent. A Security and the coupons appertaining thereto shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, signs the certificate of authentication on the Security or on the Security to which such coupon appertainsappertains by an authorized signatory. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 8) 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 Sections 2.01 and Section 2.3 2.03 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Sections 2.01 and 2.02, if, in connection with a Periodic Offering, all Securities of a series are not to be originally issued at one time, it shall be necessary to deliver the Board Resolution required pursuant to Section 2.01 and the written order, Officers’ Certificate and Opinion of Counsel required pursuant to Section 2.02 at or prior to the authentication of each Security of such series. With respect to Securities of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Securities, the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.01 and 2.02, as applicable, in connection with the first authentication of Securities of such series. If the Company shall establish pursuant to Section 2.3 2.03 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered formTHIS SECURITY IS A REGISTERED GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor DepositaryAS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS REGISTERED GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY 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) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS REGISTERED GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY HAS AN INTEREST HEREIN.”

Execution and Authentication. One Any Officer of the Company shall execute sign the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by manual, facsimile or manual other electronic (including .pdf) signature in (including any electronic signature covered by the name U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and on behalf of the CompanyRecords Act or other applicable law, e.g., xxx.xxxxxxxx.xxx). If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. A Security shall not be valid until authenticated by the manual signature of an authorized signatory of the Trustee or an authenticating agent. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall at any time, and from time to time, authenticate Securities for original issue in the principal amount provided in the Board Resolution, supplemental indenture hereto or Officers’ Certificate, upon receipt by the Trustee of a Company Order. Each Security shall be dated the date of its authentication. The aggregate principal amount of Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the Board Resolution, supplemental indenture hereto or Officers’ Certificate delivered pursuant to Section 2.2, except as provided in Section 2.8. Prior to the issuance of Securities of any Series, the Trustee shall have received and (subject to Section 7.2) shall be fully protected in relying on: (a) the Board Resolution, supplemental indenture hereto or Officers’ Certificate establishing the form of the Securities of that Series or of Securities within that Series and the terms of the Securities of that Series or of Securities within that Series, (b) an Officers’ Certificate complying with Section 10.4, and (c) an Opinion of Counsel complying with Section 10.4. The Trustee shall have the right to decline to authenticate and deliver any Securities of such Series: (a) if the Trustee, at being advised by counsel, determines that such action may not be taken lawfully; or (b) if the expense Trustee in good faith shall determine that such action would expose the Trustee to personal liability to Holders of the Company, any then outstanding Series of Securities. The Trustee may appoint an authenticating agent (acceptable to the “Authenticating Agent”) Company to authenticate Securities. The Authenticating Agent 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 Authenticating Agentagent. A Security and An authenticating agent has the coupons appertaining thereto shall not be valid until the Trustee or Authenticating same rights as an Agent signs, manually or by facsimile, the certificate of authentication on the Security or on the Security to which such coupon appertains. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated under this Indenture. At any time and from time to time after the execution and delivery of this Indenture, deal with the Company may deliver Securities of any series having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order an Affiliate of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 8) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 and Section 2.3 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. If the Company shall establish pursuant to Section 2.3 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”

Execution and Authentication. One Any Officer of the Company shall execute the Securities and one any Officer of the Company shall execute the coupons coupons, if any, appertaining thereto for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The 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 Authenticating Agent. A Security and the coupons appertaining thereto shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, signs the certificate of authentication on the Security or on the Security to which such coupon appertainsappertains by an authorized officer. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 8) 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 Sections 2.01 and Section 2.3 2.03 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Sections 2.01 and 2.02, if, in connection with a Periodic Offering, all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution or supplemental indenture otherwise required pursuant to Section 2.01 or the written order, Officers’ Certificate and Opinion of Counsel otherwise required pursuant to Section 2.02 at or prior to the 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. With respect to Securities of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Securities, the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.01 and 2.02, as applicable, in connection with the first authentication of Securities of such series. If the Company shall establish pursuant to Section 2.3 2.03 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”

Execution and Authentication. One Officer The chairman of the Company board of directors, the president, the executive vice president or any senior vice president and the treasurer or any assistant treasurer or the secretary or any assistant secretary shall execute the Securities and one Officer of the Company shall execute the coupons appertaining thereto (other than coupons) for the Company by facsimile or manual signature in the name and on behalf of the Company. The seal of the Company, if any, shall be reproduced on the Securities. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”"AUTHENTICATING AGENT") to authenticate SecuritiesSecurities (other than coupons). The 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 Authenticating Agent. A Security and the coupons appertaining thereto (other than coupons) shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, signs the certificate of authentication on the Security or on the Security to which such coupon appertainsSecurity. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver make available for delivery such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the first authentication of any Securities of such series, and (subject to Article 8) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 Sections 2.01 and Section 2.3 2.03 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ ' Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been been, or will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been been, or will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ ' rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trusteetherein. If the Company shall establish pursuant to Section 2.3 2.03 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver make available for delivery one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal principal amount of all of the Securities of such series issued in such form and not yet cancelledcanceled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s 's instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “"Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the 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.”"

Execution and Authentication. One (a) Two Officers, or an Officer and a secretary, treasurer, controller or an assistant secretary of the Company, shall sign, or one Officer shall sign and one Officer or a Secretary or an Assistant Secretary of the Company (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall execute attest to, the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by manual or facsimile or manual signature in the name and on behalf of the Companysignature. If an Officer or a secretary, treasurer, controller or an assistant secretary of the Company whose signature is on a Security was an Officer or coupon appertaining thereto a Secretary or an Assistant Secretary of the Company at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security is shall be valid nevertheless. Each Guarantor shall execute its Subsidiary Guarantee in the manner set forth in Section 10.07. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. (b) The Trustee shall authenticate (i) Securities for original issue on the Issue Date in the aggregate principal amount of $250,000,000, (ii) subject to compliance by the Company with clause (c) below, Additional Securities for original issue in an aggregate principal amount specified in a written order of the Company and (iii) Series B Securities for issue only in exchange, pursuant to the terms of a Registration Rights Agreement, for a like principal amount of Series A Securities, in each case upon a written order of the Company in the form of an Officers’ Certificate. Each such Officers’ Certificate shall specify the amount of Securities to be authenticated, the Security series of Securities and the date on which the Securities are to be authenticated. (c) Except as provided in Section 2.07, Additional Securities may be issued only in compliance with Section 4.03 and, in the case of any such coupon Additional Securities, the Officers’ Certificate specified in clause (b) above shall nevertheless certify that such issuance is not prohibited under Section 4.03 of this Indenture. Any Additional Securities shall be valid. The Trusteepart of the same issue as the Securities being issued on the Issue Date and will vote on all matters as one class with the Securities being issued on the Issue Date, at including, without limitation, waivers, amendments, redemptions, Change of Control Offers and Net Proceeds Offers. (d) Upon receipt of a written order of the expense Company in the form of an Officers’ Certificate, the Trustee shall authenticate Securities in substitution for Securities originally issued to reflect any name change of the Company, . (e) The Trustee may appoint an authenticating agent (reasonably acceptable to the “Authenticating Agent”) Company to authenticate Securities. The Authenticating Agent Unless otherwise provided in the 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 Authenticating Agentagent. A Security and An authenticating agent has the coupons appertaining thereto shall not be valid until the Trustee or Authenticating same rights as an Agent signs, manually or by facsimile, the certificate of authentication on the Security or on the Security to which such coupon appertains. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated under this Indenture. At any time and from time to time after the execution and delivery of this Indenture, deal with the Company may deliver Securities of any series having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order Affiliates of the Company. In authenticating any . (f) The Securities of a series, the Trustee shall be entitled to receive prior to the authentication issuable only in registered form without coupons in denominations of $1,000 and any Securities of such series, and (subject to Article 8) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 and Section 2.3 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. If the Company shall establish pursuant to Section 2.3 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositaryintegral multiple thereof.”

Execution and Authentication. One Officer of the Company Two Officers shall execute sign the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by manual or facsimile or manual signature in the name and on behalf of the Companysignature. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. A Security shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall at any time, and from time to time, authenticate Securities for original issue in the principal amount provided in the Board Resolution, Officers’ Certificate or Supplemental Indenture, upon receipt by the Trustee of a Company Order. Such Company Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Company or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing. Each Security shall be dated the date of its authentication unless otherwise provided by a Board Resolution, an Officers’ Certificate or a Supplemental Indenture. The aggregate principal amount of Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series established pursuant to Section 2.2(c), except as provided in Section 2.8. Prior to the issuance of Securities of any Series, the Trustee shall have received and (subject to Sections 7.1 and 7.2) shall be fully protected in relying on: (a) the Board Resolution, Officers’ Certificate or Supplemental Indenture establishing the form of the Securities of such Series or of Securities within such Series and the terms of the Securities of such Series or of Securities within such Series; (b) an Officers’ Certificate complying with Section 10.4; and (c) an Opinion of Counsel complying with Section 10.4. The Trustee shall have the right to decline to authenticate and deliver any Securities of such Series if (a) the Trustee, at being advised by counsel, determines that such action may not be taken lawfully or (b) the expense Trustee in good faith by its board of directors or trustees, executive committee or a trust committee of directors or vice-presidents shall determine that such action would expose the Company, Trustee to personal liability to Holders of any then outstanding Securities of such Series. The Trustee may appoint an authenticating agent (acceptable to the “Authenticating Agent”) Company to authenticate Securities. The Authenticating Agent 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 Authenticating Agentagent. A Security and An authenticating agent has the coupons appertaining thereto shall not be valid until the Trustee or Authenticating same rights as an Agent signs, manually or by facsimile, the certificate of authentication on the Security or on the Security to which such coupon appertains. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated under this Indenture. At any time and from time to time after the execution and delivery of this Indenture, deal with the Company may deliver Securities of any series having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order an Affiliate of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 8) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 and Section 2.3 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. If the Company shall establish pursuant to Section 2.3 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”

Execution and Authentication. 8- One Officer of the Company shall execute sign the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and on behalf of the Company, and one Officer of each Guarantor shall sign the notation on the Securities relating to the Guarantees on behalf of such Guarantor, in each case by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form, but no seal shall be required. If an Officer of the Company or any Guarantor whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be validvalid nevertheless. A Security shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The TrusteeTrustee shall authenticate (i) Series A Securities for original issue on the Issue Date in the aggregate principal amount of $350,000,000 (the "Original Securities"), at (ii) additional Series A Securities for original issue from time to time after the expense Issue Date in such principal amounts as may be set forth in a written order of the Company described in this sentence and (iii) Series B Securities for original issue, pursuant to an Exchange Offer for a like principal amount of Series A Securities, in each case, upon a written order of the Company signed by one Officer of the Company. Such order shall specify (a) the amount of the Securities to be authenticated and the date of original issue thereof, (b) to what extent, if any, such Securities will be represented by a Global Security and one or more Definitive Securities and (c) whether the Securities are Series A Securities or Series B Securities. The aggregate principal amount of Securities outstanding at any time may not exceed $350,000,000 plus such additional principal amounts as may be issued pursuant to clause (ii) of this paragraph, except as provided in Section 2.07 hereof. The Trustee may appoint an authenticating agent (acceptable to the “Authenticating Agent”) Company to authenticate Securities. The Authenticating Agent 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 Authenticating Agentagent. An authenticating agent has the same rights as an Agent to deal with the Company, the Guarantors or an Affiliate of any of them. The Series A Security Securities and the coupons appertaining thereto shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, the certificate of authentication on the Security or on the Security to which such coupon appertains. The signature Series B Securities shall be conclusive evidence that the Security or the Security considered collectively to which the coupon appertains has been authenticated under this Indenture. At any time and from time to time after the execution and delivery be a single class for all purposes of this Indenture, the Company may deliver Securities of any series having attached thereto appropriate couponsincluding, if anywithout limitations waivers, executed by the Company amendments, redemptions and offers to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 8) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 and Section 2.3 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. If the Company shall establish pursuant to Section 2.3 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositarypurchase.”

Execution and Authentication. One Two Officers or an Officer and the Secretary of the Company shall execute sign the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by manual or facsimile or manual signature signature. The Company's seal shall be reproduced on the Securities and may be in the name and on behalf of the Companyfacsimile form. If an Officer of the Company or a Secretary whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticatedTrustee authenticates the Security, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The 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 Authenticating Agentvalid nevertheless. A Security and the coupons appertaining thereto shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, signs the certificate of authentication on the Security or on the Security to which such coupon appertainsSecurity. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, Series executed by the Company to the Trustee for authentication Trustee, together with a Company Order for the applicable documents referred to below 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 Trustee upon the telephonic, written or other order of persons designated in this Sectionthe Company Order, and that such persons are authorized to specify the Trustee shall thereupon authenticate terms and deliver such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities conditions of such series, and (subject to Article 8) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 and Section 2.3 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for permitted by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the TrusteeAuthorizing Resolution and/or supplemental indenture (if any) relating thereto. The Trustee shall not be required execute and deliver the supplemental indenture (if any) relating to authenticate such said Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. If the Company shall establish pursuant to Section 2.3 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one said Securities as specified in such Company Order; PROVIDED that, prior to authentication and delivery of the first Securities of any Series, the Trustee shall have received: (1) a copy of the Authorizing Resolution, with a copy of the form of Security approved thereby attached thereto, or more Registered Global a supplemental indenture in respect of the issuance of the Series, executed on behalf of the Company; (2) an Officers' Certificate to the effect that the Securities of such Series comply or will comply with the requirements of this Indenture and the said Authorizing Resolution and/or supplemental indenture (if any); (3) an Opinion of Counsel (a) to the effect that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal amount of all of the Securities of such series issued in such form Series, the Authorizing Resolution and/or the supplemental indenture (if any) relating thereto comply or will comply with the requirements of this Indenture, and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such DepositarySeries, (iii) shall be when authenticated and delivered by the Trustee in accordance with the said Company Order, will constitute valid and binding obligations of the Company enforceable in accordance with their terms, subject to (A) bankruptcy and other laws affecting creditors' rights generally as in effect from time to time, (B) limitations of generally applicable equitable principles and (C) other exceptions acceptable to the Trustee and its counsel; and (b) relating to such Depositary other matters as may reasonably be requested by the Trustee or its custodian counsel; and (4) if the Securities to be issued are Original Issue Discount Securities, an Officers' Certificate setting forth the Yield to Maturity for the Securities or pursuant other information sufficient to compute amounts due on acceleration, or specifying the manner in which such Depositary’s instructions amounts are to be determined, provided that such Yield to Maturity and (iv) shall (unless provided otherwise other facts are not specified in the form of the Securities. Subject to Section 8.01 hereof, the Trustee shall be fully protected in relying upon the documents delivered to it as provided above in connection with the issuance of any Series of Securities. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section 2.03 if the Trustee, being advised by counsel, determines that such Security) bear action may not lawfully be taken or if the Trustee in good faith by a legend substantially committee of its Trust Officers shall determine that such action would expose the Trustee to liability to Holders of previously issued and outstanding Securities. Each Security shall be dated the date of its authentication unless otherwise specified in the Authorizing Resolution and/or supplemental indenture relating thereto. The Trustee may appoint an authenticating agent reasonably acceptable to the following effect: “Unless Company to authenticate Securities. 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 an Agent to deal with the Company or an Affiliate of the Company. The Securities of each Series shall be issuable only in registered form without coupons and until it is exchanged only in whole denominations of $1,000 and any integral multiple thereof, or in part for Securities in definitive registered formsuch other currencies or denominations as may be specified in, this Security may not be transferred except as a whole by or pursuant to, the Depositary Authorizing Resolution and/or supplemental indenture (if any) relating to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor DepositarySeries.”

Execution and Authentication. One Officer of the Company shall execute the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”a) to authenticate Securities. The 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 Authenticating Agent. A Security and the coupons appertaining thereto shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, the certificate of authentication on the Security or on the Security to which such coupon appertains. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated under this Indenture. At any time and from time to time after the execution and delivery of this Indenturehereof, the Company Issuer of a series of Securities may deliver Securities of any that series having attached thereto appropriate coupons, if any, executed by the Company Issuer to the Trustee for authentication; and the Trustee shall, upon order of the Issuer of such series, authenticate and deliver such Securities as provided herein. Except as otherwise provided or permitted hereby or in the Series Supplement, the Trustee shall not authenticate and deliver any Bearer Security until any matured Coupons appertaining thereto have been detached and canceled. (b) Prior to the delivery of a Security to the Trustee for authentication together with in any form, the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company. In authenticating any Securities Issuer of a series, the Trustee series of Securities shall be entitled to receive prior deliver to the authentication of any Securities of such series, and (subject to Article 8) shall be fully protected in relying upon, unless and until such documents have been superseded or revokedTrustee: (a1) any a resolution or resolutions of the Board Resolution and/or executed supplemental indenture referred to in Section 2.1 and Section 2.3 of Directors of the Issuer by or pursuant to which the forms such form of Security has been approved, together with (A) a true and terms correct copy of the Securities form of that Security which has been approved thereby or pursuant thereto and (B) one or more Officers' Certificates of the Issuer of such series were establishedto the Trustee relating to such resolution or resolutions pursuant to the terms hereof; (b2) an Officers’ Certificate setting forth certification as to the form or forms and terms aggregate principal amount of the Securities, stating that the form or forms and terms of the Securities of such series have been established in compliance with this Indentureto be authenticated and delivered; (3) the issue price, the Issue Date and the CUSIP number and corresponding ISIN of such series; and (c4) an Opinion of Counsel substantially to the effect certification that the form or forms and terms of the Securities Issuer of such series have been established in compliance has complied with this Indenture and that the supplemental indenture, Section 2.02 with respect to such series. Any form of Security of any series must be acceptable as to form to the extent applicableTrustee, and such acceptance to be evidenced by the Trustee's authentication of Securities have been duly authorized and, if executed and authenticated in accordance with that form or a certificate signed by the provisions of the Indenture Trustee and delivered to and duly paid for by the purchasers thereof on the date Issuer of such opinion, would be entitled series. Prior to the benefits delivery of a Security to the Trustee for authentication in any form approved by or pursuant to an Officers' Certificate of the Indenture Issuer of a series, such Issuer shall deliver to the Trustee the Officers' Certificate of such Issuer described in Section 2.01(b), which Officers' Certificate shall have attached thereto a true and would be valid and binding obligations correct copy of the Company, enforceable against resolutions of the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium Board of Directors of the Issuer approving the issuance of the Security and other similar laws affecting creditors’ rights generally, general principles the form of equity, Security which has been approved thereby. (c) The Securities of each series and covering such other matters as the Trustee's certificate of authentication shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. If the Company shall establish pursuant to Section 2.3 that the Securities of a series or a portion thereof are to be issued substantially in the form of one Exhibit 1 hereto, which is hereby incorporated in and made a part hereof. The Securities may have notations, legends or more Registered Global Securitiesendorsements (including letters, then numbers and other marks of identification) required by law or rules or regulations thereunder, rules of any securities exchange or market, agreements to which the Company or any of its Subsidiaries is subject, if any, or usage; provided, that any such notation, legend or endorsement is in a form acceptable to the Company or the Issuer of such series. The Securities may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby. (d) Each Registered Security shall execute be dated the date of its authentication. Each Bearer Security (and any Bearer Security in global form) shall be dated as of the date specified pursuant hereto or pursuant to the Series Supplement. (e) The Securities of each series shall be signed by or on behalf of the Issuer of such series by an Officer of the Issuer of such series by manual or facsimile signature, and shall have the seal of the Issuer of such series impressed, affixed, imprinted or reproduced thereon, and in manual or facsimile form. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. (f) A Security shall not be valid until an authorized signatory of the Trustee manually (or by facsimile) signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated hereunder. (g) The Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated each series of Securities, together with any Coupons appertaining thereto, for an original issue in an aggregate principal amount equal specified upon receipt of the Officers' Certificates described in Section 2.01(b). Notwithstanding any provisions described in Section 2.01(c)(19), the Trustee may appoint an authenticating agent reasonably acceptable to the aggregate Principal amount Company to authenticate the Securities of all any series, together with any Coupons appertaining thereto. Unless limited by the terms of the such appointment, an authenticating agent may authenticate Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in whenever the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered Trustee may do so. Each reference herein to authentication by the Trustee to includes authentication by such Depositary agent. An authenticating agent has the same rights as any Registrar, Paying Agent or its custodian or pursuant to such Depositary’s instructions agent for service of notices and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositarydemands.”

Execution and Authentication. One Officer The Securities shall be executed on behalf of the Company shall execute the Securities and by one Officer of the Company shall execute Company. Each such signature may be either manual or facsimile. The Company’s seal may be impressed, affixed, imprinted or reproduced on the coupons appertaining thereto for the Company by Securities and may be in facsimile or manual signature in the name and on behalf of the Companyform. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. A Security shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall at any time, and from time to time, authenticate Securities for original issue in the principal amount provided in the Board Resolution, supplemental indenture hereto or Officers’ Certificate, upon receipt by the Trustee of a Company Order. Such Company Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Company or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing. Each Security shall be dated the date of its authentication. The aggregate principal amount of Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the Board Resolution, supplemental indenture hereto or Officers’ Certificate delivered pursuant to Section 2.2, except as provided in Section 2.8. Prior to the issuance of Securities of any Series, the Trustee shall have received and (subject to Section 7.1) shall be fully protected in relying on: (a) the Board Resolution, supplemental indenture hereto or Officers’ Certificate establishing the form of the Securities of that Series or of Securities within that Series and the terms of the Securities of that Series or of Securities within that Series, (b) an Officers’ Certificate complying with Section 10.4, and (c) an Opinion of Counsel complying with Section 10.4. The Trustee shall have the right to decline to authenticate and deliver any Securities of any Series: (a) if the Trustee, at being advised in writing by outside counsel, determines that such action may not lawfully be taken; or (b) if the expense Trustee in good faith by its board of directors or trustees, executive committee or a trust committee of directors and/or vice-presidents shall reasonably determine that such action would expose the CompanyTrustee to personal liability, or cause it to have a conflict of interest with respect to Holders of any then outstanding Series of Securities. The Trustee may appoint an authenticating agent (acceptable to the “Authenticating Agent”) Company to authenticate Securities. The Authenticating Agent An authenticating agent may authenticate Securities whenever the Trustee may do so. Any appointment shall be evidenced by an instrument signed by an authorized officer of the Trustee, a copy of which shall be furnished to the Company. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agentagent. A Security and An authenticating agent has the coupons appertaining thereto shall not be valid until the Trustee or Authenticating same rights as an Agent signs, manually or by facsimile, the certificate of authentication on the Security or on the Security to which such coupon appertains. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated under this Indenture. At any time and from time to time after the execution and delivery of this Indenture, deal with the Company may deliver Securities of any series having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order an Affiliate of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 8) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 and Section 2.3 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. If the Company shall establish pursuant to Section 2.3 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”

Execution and Authentication. One Officer of the Company Two Officers shall execute the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The 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 Authenticating Agent. A Security and the coupons appertaining thereto shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, the certificate of authentication on the Security or on the Security to which such coupon appertainsSecurity. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 8) ‎Article 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 Sections ‎2.01 and Section 2.3 ‎2.03 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Sections ‎2.01 and ‎2.02, if, in connection with a Periodic Offering, all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution otherwise required pursuant to ‎Section 2.01 or the written order, Officers’ Certificate and Opinion of Counsel otherwise required pursuant to ‎Section 2.02 at or prior to the 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. With respect to Securities of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Securities, the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections ‎2.01 and ‎2.02, as applicable, in connection with the first authentication of Securities of such series. If the Company shall establish pursuant to Section 2.3 ‎Section 2.03 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”

Execution and Authentication. One Officer of the Company The Securities shall execute the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and be executed on behalf of the CompanyCompany by its chairman of the Board, its 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. If an Officer of the Company officer whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, Trustee may appoint an authenticating agent acceptable to the Company (the “an "Authenticating Agent”") to authenticate Securities. The 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 any Authenticating Agent. A Unless otherwise established pursuant to Section 2.03 for the Securities of any series, no Security and the coupons appertaining thereto shall not be valid until the Trustee or an Authenticating Agent signs, manually or by facsimile, signs the certificate of authentication on the Security or on the Security to which such coupon appertainsSecurity. The Such signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company. In authenticating any the Securities of a any series, the Trustee shall be entitled to receive prior to the first authentication of any Securities of such series, and (subject to Article 8) 7) shall be fully protected in relying upon, unless in addition to the Officers' Certificate and until such documents have been superseded or revokedOpinion of Counsel required by Section 10.02: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 Sections 2.01 and Section 2.3 2.03 by or pursuant to which the forms and terms of the Securities of that such series were established; (b) an Officers’ ' Certificate setting forth the form or forms and terms of the Securities, Securities and stating that the form or forms and terms of the Securities of such series have been been, or will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and; (c) an Opinion of Counsel substantially to the effect that that (i) the form or forms and terms of the such Securities of such series have been established by or pursuant to a resolution of the Board of Directors or by a supplemental indenture as permitted by Section 2.01 and 2.03 in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance conformity with the provisions of the Indenture this Indenture; (ii) such Securities, when authenticated and delivered to and duly paid for by the purchasers thereof on Trustee and issued by the date Issuer in the manner and subject to any conditions specified in such Opinion of such opinionCounsel, would be entitled to the benefits of the Indenture and would be will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective termsIssuer, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, receivership, moratorium and other similar laws affecting relating to creditors’ ' rights generally, general principles of equityequity (whether considered in a proceeding in equity or at law) or an implied covenant of good faith and fair dealing, and covering such other matters as shall be specified therein therein; (iii) that all laws and as shall be reasonably requested requirements in respect of the execution and delivery by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue Issuer 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 have been complied with; (iv) covering such other matters as the Trustee may reasonably acceptable to request. Unless the Trustee. If the Company shall establish terms established pursuant to Section 2.3 that 2.03 for the Securities of a series or a portion thereof provide that any such Securities are to be issued in the any form of one or more other than as Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to state the aggregate Principal principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities therefor or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s 's instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect, or to such other effect as such Depositary may from time to time request: “"Unless and until it this certificate is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole presented by the Depositary to the nominee of the Depositary or by a nominee an authorized representative of the Depositary to Issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the Depositary name of Cede & Co. or another nominee in such other name as is requested by an authorized representative of the Depositary (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of the Depositary Depositary), 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." The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if (a) the Trustee, being advised by counsel, determines that such action may not lawfully be taken; (b) the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability; or (c) the issue of any such nominee 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 successor Depositary or a nominee of such successor Depositarymanner which is not reasonably acceptable to the Trustee.”

Execution and Authentication. One (a) Two Officers, or an Officer and a secretary, treasurer, controller or an assistant secretary of the Company, shall sign, or one Officer shall sign and one Officer or a Secretary or an Assistant Secretary of the Company (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall execute attest to, the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by manual or facsimile or manual signature in the name and on behalf of the Companysignature. If an Officer or a secretary, treasurer, controller or an assistant secretary of the Company whose signature is on a Security was an Officer or coupon appertaining thereto a Secretary or an Assistant Secretary of the Company at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security is shall be valid nevertheless. Each Guarantor shall execute its Subsidiary Guarantee in the manner set forth in Section 10.07. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. (b) The Trustee shall authenticate (i) Securities for original issue on the Issue Date in the aggregate principal amount of $225,000,000, (ii) subject to compliance by the Company with clause (c) below, Additional Securities for original issue in an aggregate principal amount specified in a written order of the Company and (iii) Series B Securities for issue only in exchange, pursuant to the terms of a Registration Rights Agreement, for a like principal amount of Series A Securities, in each case upon a written order of the Company in the form of an Officers’ Certificate. Each such Officers’ Certificate shall specify the amount of Securities to be authenticated, the Security series of Securities and the date on which the Securities are to be authenticated. (c) Except as provided in Section 2.07, Additional Securities may be issued only in compliance with Section 4.03 and, in the case of any such coupon Additional Securities, the Officers’ Certificate specified in clause (b) above shall nevertheless certify that such issuance is not prohibited under Section 4.03 of this Indenture. Any Additional Securities shall be valid. The Trusteepart of the same issue as the Securities being issued on the Issue Date and will vote on all matters as one class with the Securities being issued on the Issue Date, at including, without limitation, waivers, amendments, redemptions, Change of Control Offers and Net Proceeds Offers. (d) Upon receipt of a written order of the expense Company in the form of an Officers’ Certificate, the Trustee shall authenticate Securities in substitution for Securities originally issued to reflect any name change of the Company, . (e) The Trustee may appoint an authenticating agent (reasonably acceptable to the “Authenticating Agent”) Company to authenticate Securities. The Authenticating Agent Unless otherwise provided in the 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 Authenticating Agentagent. A Security and An authenticating agent has the coupons appertaining thereto shall not be valid until the Trustee or Authenticating same rights as an Agent signs, manually or by facsimile, the certificate of authentication on the Security or on the Security to which such coupon appertains. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated under this Indenture. At any time and from time to time after the execution and delivery of this Indenture, deal with the Company may deliver Securities of any series having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order Affiliates of the Company. In authenticating any . (f) The Securities of a series, the Trustee shall be entitled to receive prior to the authentication issuable only in registered form without coupons in denominations of $2,000 and any Securities integral multiple of such series, and (subject to Article 8) shall be fully protected $1,000 in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 and Section 2.3 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. If the Company shall establish pursuant to Section 2.3 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositaryexcess thereof.”

Execution and Authentication. One An Officer the Issuer shall sign the Securities of such series for the Issuer by manual or facsimile signature and the seal of the Issuer shall be reproduced on the Securities and attested by the manual or facsimile signature of an authorized Officer of the Company shall execute the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and on behalf of the CompanyIssuer. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be validvalid nevertheless. A Security shall not be valid until authenticated by the Trustee by manual signature. The Trustee, at 's certificate of authentication of all Securities shall be in substantially the expense following form: This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture. Bankers Trust Company, as Trustee By: ------------------------------ Authorized Signatory The manual signature of the Trustee on a certificate of authentication in the form hereinabove provided for shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall at any time and from time to time authenticate Securities for original issue, upon a written order of the Issuer signed by two Officers of the Issuer. In authenticating Securities of a particular series, and accepting the additional responsibilities under this Indenture in relation to such series of Securities, the Trustee shall be entitled to receive and (subject to Section 7.1) shall be fully protected in relying upon: (1) certified copies of the charter and bylaws of the Issuer; (2) each Board Resolution relating to the Securities of such series, and if the form or forms of the Securities of such series and the terms with respect thereto are established by a Board Resolution, an Officers' Certificate (i) approving the form or forms of the Securities of such series and the terms with respect thereto, to the extent such terms have been established (and, if the Securities of such series are Original Issue Discount Securities, setting forth such facts as are necessary to compute amounts due upon acceleration, if such facts are not specified in the form of Security) and (ii) stating that all conditions precedent to the issuance and authentication of the Securities of such series have been complied with; (3) an executed supplemental indenture (if any) relating to such Securities; (4) an Opinion of Counsel, which shall state (a) that the terms with respect to the Securities of such series have been established by or pursuant to a Board Resolution or by a supplemental indenture as permitted by, and in conformity with, the provisions of this Indenture; (b) that the Securities of such series, when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any further conditions specified in such Opinion of Counsel that are reasonably acceptable to the Trustee, will constitute a valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, except insofar as (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; and (c) that all conditions precedent to the execution and delivery by the Issuer of the Securities have been complied with; and If all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officers' Certificate or the Opinion of Counsel otherwise required pursuant to Section 2.1 and this Section 2.2 at or prior to the time of authentication of each Security of such series if such documents have been delivered at or prior to the authentication upon original issuance of the first Security of such series. The Trustee shall not be required to authenticate any Securities if such action may not lawfully be taken or will affect the Trustee's own rights, duties or immunities under the Securities and this Indenture in a manner which is not reasonably acceptable to the Trustee. The aggregate Principal amount of Securities of any series outstanding at any time may not exceed any limit upon the maximum Principal amount for such series set forth in or pursuant to the Board Resolution or supplemental indenture relating to such series delivered pursuant to this Section 2.2, except as authorized pursuant to Section 2.7. The Trustee may appoint an authenticating agent (acceptable to the “Authenticating Agent”) Issuer to authenticate Securities. The Authenticating Agent An authenticating agent may authenticate Securities whenever the Trustee may do so, provided that only the Trustee may authenticate Securities pursuant to Section 2.7. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agentan authenticating agent. A Security and An authenticating agent has the coupons appertaining thereto shall not be valid until the Trustee or Authenticating same rights as an Agent signs, manually or by facsimile, the certificate of authentication on the Security or on the Security to which such coupon appertains. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together deal with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to Issuer or upon the written order an Affiliate of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 8) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 and Section 2.3 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. If the Company shall establish pursuant to Section 2.3 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor DepositaryIssuer.”

Execution and Authentication. One Officer of the Company Two Officers shall execute the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and on behalf of the Company. The seal of the Company, if any, shall be reproduced on the Securities. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The 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 Authenticating Agent. A Security and the coupons appertaining thereto shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, signs the certificate of authentication on the Security or on the Security to which such coupon appertainsappertains by an authorized officer. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 8) 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Section 2.1 Sections 2.01 and Section 2.3 2.03 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Sections 2.01 and 2.02, if, in connection with a Periodic Offering, all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution otherwise required pursuant to Section 2.01 or the written order, Officers’ Certificate and Opinion of Counsel otherwise required pursuant to Section 2.02 at or prior to the 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. With respect to Securities of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Securities, the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.01 and 2.02, as applicable, in connection with the first authentication of Securities of such series. If the Company shall establish pursuant to Section 2.3 2.03 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary”.”

Execution and Authentication. One At least one Officer of the Company shall execute must sign the Securities and one Officer of the Company shall execute the coupons appertaining thereto for the Company by manual or facsimile or manual signature in the name and on behalf of the Companysignature. If an Officer of the Company whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the a Security is authenticated, the Security and such coupon shall will nevertheless be valid. The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The 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 Authenticating Agent. A Security and the coupons appertaining thereto shall will not be valid until authenticated by the manual signature of the Trustee or Authenticating Agent signs, manually or by facsimile, the certificate of authentication on the Security or on the Security to which such coupon appertainsan authenticating agent. The signature shall will be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated 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 having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication authentication, together with a Company Order for the applicable documents referred to below in this SectionTable of Contents authentication and delivery of such Securities (an “Authentication Order”), and the Trustee shall thereupon in accordance with the Authentication Order will authenticate and deliver such Securities to or upon the written order of the CompanySecurities. In authenticating any Securities of a seriessuch Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive prior to the authentication of any Securities of such seriesreceive, and (subject to Article 8) shall Section 7.01) will be fully protected in conclusively relying upon, unless and until such documents have been superseded or revoked: (a) any the Board Resolution and/or executed Resolution, supplemental indenture referred to in Section 2.1 hereto or Officers’ Certificate establishing the form of the Securities of that Series or of Securities within that Series and Section 2.3 by or pursuant to which the forms and terms of the Securities of that series were established; Series or of Securities within that Series, (b) an Officers’ Certificate setting forth the form or forms complying with Section 11.04 and terms of the Securities, stating that the form or forms 11.05 and terms of the Securities of such series have been established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to stating: (a) that such form of the effect Securities has been established in conformity with the provisions of this Indenture; (b) that the form or forms and such terms of the Securities of such series have been established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance conformity with the provisions of the Indenture this Indenture; (c) that such Securities, when authenticated and delivered to and duly paid for by the purchasers thereof on Trustee and issued by the date Company in the manner and subject to any conditions specified in such Opinion of such opinionCounsel, would be entitled to the benefits of the Indenture and would be will constitute valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, subject to except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, receivershipmoratorium, moratorium and or other similar laws relating to or affecting creditors’ rights generally, and by general principles of equity; and (d) that all conditions precedent and covenants to the issuance of the Securities have been satisfied. The aggregate principal amount of Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the Board Resolution, and covering such other matters supplemental indenture hereto or Officers’ Certificate delivered pursuant to Section 2.02, except as shall be specified therein and as shall be reasonably requested by the Trusteeprovided in Section 2.09. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably may appoint an authenticating agent acceptable to the TrusteeCompany to authenticate Securities. If the Company shall establish pursuant to Section 2.3 that the An authenticating agent may authenticate Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and whenever the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated may do so. Each reference in an amount equal this Indenture to the aggregate Principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to such Depositary deal with Holders or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee an Affiliate 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 DepositaryCompany.”