Common use of Execution and Authentications Clause in Contracts

Execution and Authentications. The Securities shall be signed on behalf of the Company by one of its Officers. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time of execution), notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such an officer of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an Officer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities under this Indenture, the Trustee shall be provided with, and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication and delivery of such Securities are in conformity with the provisions of this Indenture. 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. The Securities shall be signed on behalf of the Company by one of its Officers. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time of execution)Officer, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such an officer of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an Officer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon In authenticating such Securities and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Securities, the Trustee shall be provided withentitled to receive, if requested, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 7.01) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. The Securities shall be signed on behalf of the Company by its President, or one of its OfficersVice Presidents, or its Treasurer, or one of its Assistant Treasurers, or its Secretary, or one of its Assistant Secretaries, under its corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time a President or Vice President thereof, or of execution)any Person who shall have been a Secretary or Assistant Secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such the President or a Vice President, or the Secretary or an officer Assistant Secretary, of the Company. The seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an Officerits President or any Vice President and its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon In authenticating such Securities and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Securities, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 7.01) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. The Securities shall be signed on behalf of the Company by one of its Officers. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time of execution)Officer, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such an officer of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company Order for the authentication and delivery of such Securities, signed by an Officer, and the Trustee in accordance with such written order Company Order shall authenticate and deliver such Securities. Upon In authenticating such Securities and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Securities, the Trustee shall be provided withreceive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 7.01) shall be fully protected in conclusively relying upon, (1) an Officer’s Certificate and an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture, that all conditions precedent in connection with the issuance, authentication and delivery of such Securities have been met and that such Securities are legal, valid and binding obligations against the Company, enforceable against it in accordance with its terms, subject to customary exceptions and qualifications. 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. The Securities shall be signed on behalf of the Company by one of its Officers. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time of execution)Officer, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such an officer of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an Officer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon In authenticating such Securities and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Securities, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 7.01) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. The Securities shall be signed on behalf of the Company by its Chairman, or one of its OfficersVice Presidents, together with its Treasurer, or one of its Assistant Treasurers, or its Secretary, or one of its Assistant Secretaries, under its corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time a Chairman or Vice President thereof, or of execution)any Person who shall have been a Secretary or Assistant Secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such the Chairman or a Vice President, or the Secretary or an officer Assistant Secretary, of the Company. The seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an Officerits Chairman or any Vice President and its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon In authenticating such Securities and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Securities, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 7.01) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. (a) The Securities Debentures shall be signed on behalf of the Company by its Chief Executive Officer, President or one of its OfficersVice Presidents, under its corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time a Chief Executive Officer, President or Vice President thereof, or of execution)any Person who shall have been a Secretary or Assistant Secretary thereof, notwithstanding the fact that at the time the Securities Debentures shall be authenticated and delivered or disposed of such Person shall have ceased to be such the Chief Executive Officer, President or a Vice President, or the Secretary or an officer Assistant Secretary, of the Company. The Securities seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Debentures. The Debentures may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security Debenture shall be dated the date of its authentication by the Trustee. . (b) A Security Debenture shall not be valid until manually authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. . (c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series Debentures executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, Debentures signed by an its Chief Executive Officer, President or any Vice President and its Treasurer or any Assistant Treasurer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon Debentures. (d) In authenticating such Debentures and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Debentures, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 9.1) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. . (e) The Trustee shall not be required to authenticate such Securities Debentures if the issue of such Securities Debentures pursuant to this Indenture will shall affect the Trustee’s 's own rights, duties or immunities under the Securities Debentures and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentications. The Securities shall be signed on behalf of the Company by one of its Officers. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time of execution)Officer, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such an officer of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an Officer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon In authenticating such Securities and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Securities, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 7.01) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. The Securities shall be signed on behalf of the Company by its chief executive officer, or one of its Officerspresidents, or one of its senior vice presidents, or one of its vice presidents, or its chief financial officer, or its chief legal officer, or its treasurer, or one of its assistant treasurers, or its controller or one of its assistant controllers, or its secretary, or one of its assistant secretaries, under its corporate seal attested by its secretary or one of its assistant secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time of execution)a chief executive officer, president, senior vice president or vice president thereof, chief financial officer, chief legal officer, treasurer or assistant treasurer, controller or assistant controller, secretary or assistant secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such an officer of the Company. The seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an Officera chief executive officer, president, senior vice president or any vice president, chief financial officer, chief legal officer, treasurer or assistant treasurer, controller or assistant controller, and its secretary or any assistant secretary, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon In authenticating such Securities and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Securities, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 7.1) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. (a) The Securities Debentures shall be signed on behalf of the Company by its President or one of its OfficersVice Presidents, under its corporate seal, if any, attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time a President or Vice President thereof, or of execution)any Person who shall have been a Secretary or Assistant Secretary thereof, notwithstanding the fact that at the time the Securities Debentures shall be authenticated and delivered or disposed of such Person shall have ceased to be such the President or a Vice President, or the Secretary or an officer Assistant Secretary, of the Company (and any such signature shall be binding on the Company). The Securities seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Debentures. The Debentures may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security Debenture shall be dated the date of its authentication by the Trustee. A Security Debenture shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. . (b) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series Debentures executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, Debentures signed by an Officerits Chairman, President or any Vice President and its Treasurer or any Assistant Treasurer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon Debentures. (c) In authenticating such Debentures and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Debentures, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 9.1) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. . (d) The Trustee shall not be required to authenticate such Securities Debentures if the issue of such Securities Debentures pursuant to this Indenture will shall affect the Trustee’s 's own rights, duties or immunities under the Securities Debentures and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentications. The Securities shall be signed on behalf of the Company by one of its Officers. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time of execution), notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such an officer of the Company, and in such case the Securities shall be valid nevertheless. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an Officer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon In authenticating such Securities and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Securities, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 7.01) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. The Securities shall be signed on behalf of the Company by one of its Officers. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time of execution), notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such an officer of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an Officer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon In authenticating such Securities and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Securities, the Trustee shall be provided withentitled to receive, if requested, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 7.01) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. The Securities shall be signed on behalf of the Company by one of its Officers. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time of execution)Officer, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such an officer of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an Officer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon In authenticating such Securities and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Securities, the Trustee shall be provided withentitled to receive, if requested, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 7.1) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. (a) The Securities Debentures shall be signed on behalf of the Company by its Chief Executive Officer, President or one of its OfficersVice Presidents, under its corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time a Chief Executive Officer, President or Vice President thereof, or of execution)any Person who shall have been a Secretary or Assistant Secretary thereof, notwithstanding the fact that at the time the Securities Debentures shall be authenticated and delivered or disposed of such Person shall have ceased to be such the Chief Executive Officer, President or a Vice President, or the Secretary or an officer Assistant Secretary, of the Company. The Securities seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Debentures. The Debentures may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security Debenture shall be dated the date of its authentication by the Trustee. . (b) A Security Debenture shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. . (c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series Debentures executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, Debentures signed by an its Chief Executive Officer, President or any Vice President and its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver make available for delivery such Securities. Upon Debentures. (d) In authenticating such Debentures and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Debentures, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 9.1) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. . (e) The Trustee shall not be required to authenticate such Securities Debentures if the issue of such Securities Debentures pursuant to this Indenture will shall affect the Trustee’s 's own rights, duties or immunities under the Securities Debentures and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentications. (a) The Securities Debentures shall be signed on behalf of the Company by its President or one of its OfficersVice Presidents or Chief Financial Officer or Treasurer, attested by its Clerk or one of its Assistant Clerks. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time a President or Vice President thereof, or of execution)any Person who shall have been a Clerk or Assistant Clerk thereof, notwithstanding the fact that at the time the Securities Debentures shall be authenticated and delivered or disposed of such Person shall have ceased to be such the President or a Vice President, or the Clerk or an officer Assistant Clerk, of the Company (and any such signature shall be binding on the Company). The Securities Debentures may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security Debenture shall be dated the date of its authentication by the Trustee. . (b) A Security Debenture shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. . (c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series Debentures executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, Debentures signed by an Officerits President or any Vice President and its Chief Financial Officer or the Treasurer or any Assistant Treasurer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon Debentures. (d) In authenticating such Debentures and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Debentures, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 9.1) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. . (e) The Trustee shall not be required to authenticate such Securities Debentures if the issue of such Securities Debentures pursuant to this Indenture will shall affect the Trustee’s 's own rights, duties or immunities under the Securities Debentures and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentications. The Securities shall be signed on behalf of the Company by one any member of the Board of Directors of the Company or by both (a) its Officerspresident, chief financial officer or vice president and (b) its secretary, any assistant secretary, its treasurer or any assistant treasurer. Signatures may be in the form of a manual or facsimile signature. The Company may use In the facsimile signature case of Definitive Securities of any Person who shall have been an Officer (at the time of execution)series, notwithstanding the fact that at the time the Securities shall such signatures may be authenticated and delivered imprinted or disposed of otherwise reproduced on such Person shall have ceased to be such an officer of the CompanySecurities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, Trustee or by an Authenticating Agent. Such signature shall be conclusive evidence evidence, and the only evidence, that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenturehereunder. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company Company, with the form of Guarantee, if applicable, thereon executed by any Guarantor thereof, if applicable, to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an OfficerOfficer (an “Authentication Order”), and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon Notwithstanding the Company’s delivery provisions of any such authentication order to Section 2.01 and the Trustee at any time after preceding paragraph, in the initial issuance case of Securities under this Indentureoffered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with an Authentication Order or such other procedures acceptable to the Trustee as may be provided with, and (specified by or pursuant to a supplemental indenture or the written order of the Company delivered to the Trustee prior to the time of the first authentication of Securities of such series. With respect to Securities of a series subject to Sections 315(a) through 315(d) of a Periodic Offering, the Trust Indenture Act) Trustee conclusively may rely and shall be fully protected in relying upon: (a) A copy of the resolution or resolutions of the Board of Directors in or pursuant to which the terms and form of the Securities were established, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect as of the date of such certificate, and if the terms and form of such Securities are established by an Officer’s Certificate pursuant to general authorization of the Board of Directors, such Officer’s Certificate; (1b) an executed supplemental indenture, if any; (c) an Officer’s Certificate delivered in accordance with Section 14.06; and (d) an Opinion of Counsel or reliance letter and which shall state: (21) an Officer’s Certificate stating that all conditions precedent to the execution, authentication and delivery form of such Securities are has been established by a supplemental indenture or by or pursuant to a resolution of the Board of Directors in accordance with Sections 2.01 and 2.02 and in conformity with the provisions of this Indenture; (2) that the terms of such Securities have been established in accordance with Section 2.01 and in conformity with the other provisions of this Indenture; and (3) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles. The Trustee shall not be required have the right to decline to authenticate such and deliver any Securities under this Section if the issue of Trustee, being advised by counsel, determines that such Securities pursuant action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to this Indenture will 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 personal liability to the Trusteeexisting Securityholders.

Execution and Authentications. The Securities shall be signed on behalf of the Company by one of its Officers. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time of execution)Officer, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such an officer of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an Officer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon In authenticating such Securities and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Securities, the Trustee shall be provided withentitled to receive, if requested, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 7.01) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. The Securities shall be signed on behalf of the Company by its President, or one of its OfficersVice Presidents, or its Treasurer, or one of its Assistant Treasurers, or its Secretary, or one of its Assistant Secretaries, under its corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time a President or Vice President thereof, or of execution)any Person who shall have been a Secretary or Assistant Secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such the President or a Vice President, or the Secretary or an officer Assistant Secretary, of the Company. The seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an Officerits President or any Vice President and its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon In authenticating such Securities and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Securities, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 7.01) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. (a) The Securities Debentures shall be signed on behalf of the Company by its Chief Executive Officer, President or one of its OfficersVice Presidents, under its corporate seal, if any, attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time a Chief Executive Officer, President or Vice President thereof, or of execution)any Person who shall have been a Secretary or Assistant Secretary thereof, notwithstanding the fact that at the time the Securities Debentures shall be authenticated and delivered or disposed of such Person shall have ceased to be the Chief Executive Officer, President or a Vice President, or the Secretary or an Assistant Secretary, of the Company (and any such an officer signature shall be binding on the Company). The corporate seal of the Company, if any, may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Debentures. The Securities Debentures may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security Debenture shall be dated the date of its authentication by the Trustee. A Security Debenture shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. . (b) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series Debentures executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, Debentures signed by an its Chief Executive Officer, President or any Vice President and its Treasurer or any Assistant Treasurer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon Debentures. (c) In authenticating such Debentures and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Debentures, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 9.1(b)) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. . (d) The Trustee shall not be required to authenticate such Securities Debentures if the issue of such Securities Debentures pursuant to this Indenture will shall affect the Trustee’s 's own rights, duties or immunities under the Securities Debentures and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentications. (a) The Securities Debentures shall be signed on behalf of the Company by its Chairman, President or one of its OfficersVice Presidents, under its corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time a Chairman, President or Vice President thereof, or of execution)any Person who shall have been a Secretary or Assistant Secretary thereof, notwithstanding the fact that at the time the Securities Debentures shall be authenticated and delivered or disposed of such Person shall have ceased to be such the Chairman, President or a Vice President, or the Secretary or an officer Assistant Secretary, of the Company. The Securities seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Debentures. The Debentures may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security Debenture shall be dated the date of its authentication by the Trustee. . (b) A Security Debenture shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. . (c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series Debentures executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, Debentures signed by an Officerits Chairman, President or any Vice President and its Treasurer or any Assistant Treasurer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon Debentures. (d) In authenticating such Debentures and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Debentures, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 9.1) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. . (e) The Trustee shall not be required to authenticate such Securities Debentures if the issue of such Securities Debentures pursuant to this Indenture will shall affect the Trustee’s 's own rights, duties or immunities under the Securities Debentures and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentications. The Securities shall be signed on behalf of the Company by one any member of the Board of Directors of the Company or by both (a) its Officerspresident, chief financial officer or vice president and (b) its secretary, any assistant secretary, its treasurer or any assistant treasurer. Signatures may be in the form of a manual or facsimile signature. The Company may use In the facsimile signature case of Definitive Securities of any Person who shall have been an Officer (at the time of execution)series, notwithstanding the fact that at the time the Securities shall such signatures may be authenticated and delivered imprinted or disposed of otherwise reproduced on such Person shall have ceased to be such an officer of the CompanySecurities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, Trustee or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an OfficerOfficer (an “Authentication Order”), and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon Notwithstanding the Company’s delivery provisions of any such authentication order to Section 2.01 and the Trustee at any time after preceding paragraph, in the initial issuance case of Securities under this Indentureoffered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with instructions or such other procedures acceptable to the Trustee as may be provided with, and (specified by or pursuant to a supplemental indenture or the written order of the Company delivered to the Trustee prior to the time of the first authentication of Securities of such series. With respect to Securities of a series subject to Sections 315(a) through 315(d) 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 written order of the Trust Indenture Act) shall be fully protected in relying uponCompany, (1) an Opinion of Counsel or reliance letter and (2) an Counsel, Officer’s Certificate stating that all conditions precedent to the execution, authentication and delivery of such Securities are in conformity with the provisions of this Indenture. The Trustee shall not be required to authenticate such Securities if the issue of such Securities other documents delivered pursuant to this Indenture will affect the Trustee’s own rights, duties Section 2.04 at or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable prior to the Trusteetime 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 or expire by their terms.

Execution and Authentications. (a) The Securities Debentures shall be signed on behalf of the Company by its President or one of its OfficersVice Presidents or Chief Financial Officer or Treasurer, attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time a President or Vice President thereof, or of execution)any Person who shall have been a Secretary or Assistant Secretary thereof, notwithstanding the fact that at the time the Securities Debentures shall be authenticated and delivered or disposed of such Person shall have ceased to be such the President or a Vice President, or the Secretary or an officer Assistant Secretary, of the Company (and any such signature shall be binding on the Company). The Securities Debentures may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security Debenture shall be dated the date of its authentication by the Trustee. . (b) A Security Debenture shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. . (c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series Debentures executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, Debentures signed by an Officerits President or any Vice President and its Chief Financial Officer or the Treasurer or any Assistant Treasurer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon Debentures. (d) In authenticating such Debentures and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Debentures, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 9.1) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. . (e) The Trustee shall not be required to authenticate such Securities Debentures if the issue of such Securities Debentures pursuant to this Indenture will shall affect the Trustee’s 's own rights, duties or immunities under the Securities Debentures and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentications. The Securities shall be signed on behalf of the Company by one of its Officers. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time of execution)Officer, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such an officer of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an Officer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon In authenticating such Securities and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Securities, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture Actto Section 7.01) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. The Securities shall be signed on behalf of the Company by one any member of the Board of Directors of the Company or by both (a) its Officerspresident, chief financial officer or vice president and (b) its secretary, any assistant secretary, its treasurer or any assistant treasurer. Signatures may be in the form of a manual or facsimile signature. The Company may use In the facsimile signature case of Definitive Securities of any Person who shall have been an Officer (at the time of execution)series, notwithstanding the fact that at the time the Securities shall such signatures may be authenticated and delivered imprinted or disposed of otherwise reproduced on such Person shall have ceased to be such an officer of the CompanySecurities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, Trustee or by an Authenticating Agent. Such signature shall be conclusive evidence evidence, and the only evidence, that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenturehereunder. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company Company, with the form of Guarantee, if applicable, thereon executed by any Guarantor thereof, if applicable, to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an OfficerOfficer (an “Authentication Order”), and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon Notwithstanding the Company’s delivery provisions of any such authentication order to Section 2.01 and the Trustee at any time after preceding paragraph, in the initial issuance case of Securities under this Indentureoffered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with an Authentication Order or such other procedures acceptable to the Trustee as may be provided with, and (specified by or pursuant to a supplemental indenture or the written order of the Company delivered to the Trustee prior to the time of the first authentication of Securities of such series. With respect to Securities of a series subject to Sections 315(a) through 315(d) of a Periodic Offering, the Trust Indenture Act) Trustee conclusively may rely and shall be fully protected in relying upon: (a) A copy of the resolution or resolutions of the Board of Directors in or pursuant to which the terms and form of the Securities were established, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect as of the date of such certificate, and if the terms and form of such Securities are established by an Officer’s Certificate pursuant to general authorization of the Board of Directors, such Officer’s Certificate; (1b) an executed supplemental indenture, if any; (c) an Officer’s Certificate delivered in accordance with Section 13.06; and (d) an Opinion of Counsel or reliance letter and which shall state: (21) an Officer’s Certificate stating that all conditions precedent to the execution, authentication and delivery form of such Securities are has been established by a supplemental indenture or by or pursuant to a resolution of the Board of Directors in accordance with Sections 2.01 and 2.02 and in conformity with the provisions of this Indenture; (2) that the terms of such Securities have been established in accordance with Section 2.01 and in conformity with the other provisions of this Indenture; and (3) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles. The Trustee shall not be required have the right to decline to authenticate such and deliver any Securities under this Section if the issue of Trustee, being advised by counsel, determines that such Securities pursuant action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to this Indenture will 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 personal liability to the Trusteeexisting Securityholders.

Execution and Authentications. The Securities shall be signed on behalf of the Company by one of both (a) its Officerspresident, chief financial officer or vice president and (b) its secretary, any assistant secretary, its treasurer or any assistant treasurer. Signatures may be in the form of a manual or facsimile signature. The Company may use In the facsimile signature case of Definitive Securities of any Person who shall have been an Officer (at the time of execution)series, notwithstanding the fact that at the time the Securities shall such signatures may be authenticated and delivered imprinted or disposed of otherwise reproduced on such Person shall have ceased to be such an officer of the CompanySecurities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, Trustee or by an Authenticating Agent. Such signature shall be conclusive evidence evidence, and the only evidence, that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenturehereunder. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company Company, with the form of Guarantee, if applicable, thereon executed by any Guarantor thereof, if applicable, to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an OfficerOfficer (an “Authentication Order”), and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon Notwithstanding the Company’s delivery provisions of any such authentication order to Section 2.01 and the Trustee at any time after preceding paragraph, in the initial issuance case of Securities under this Indentureoffered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with an Authentication Order or such other procedures acceptable to the Trustee as may be provided with, and (specified by or pursuant to a supplemental indenture or the written order of the Company delivered to the Trustee prior to the time of the first authentication of Securities of such series. With respect to Securities of a series subject to Sections 315(a) through 315(d) of a Periodic Offering, the Trust Indenture Act) Trustee conclusively may rely and shall be fully protected in relying upon: (a) A copy of the resolution or resolutions of the Board of Directors in or pursuant to which the terms and form of the Securities were established, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect as of the date of such certificate, and if the terms and form of such Securities are established by an Officer’s Certificate pursuant to general authorization of the Board of Directors, such Officer’s Certificate; (1b) an executed supplemental indenture, if any; (c) an Officer’s Certificate delivered in accordance with Section 13.06; and (d) an Opinion of Counsel or reliance letter and which shall state: (21) an Officer’s Certificate stating that all conditions precedent to the execution, authentication and delivery form of such Securities are has been established by a supplemental indenture or by or pursuant to a resolution of the Board of Directors in accordance with Sections 2.01 and 2.02 and in conformity with the provisions of this Indenture; (2) that the terms of such Securities have been established in accordance with Section 2.01 and in conformity with the other provisions of this Indenture; and (3) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles. The Trustee shall not be required have the right to decline to authenticate such and deliver any Securities under this Section if the issue of Trustee, being advised by counsel, determines that such Securities pursuant action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to this Indenture will 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 personal liability to the Trusteeexisting Securityholders.

Execution and Authentications. The Securities shall be signed on behalf of the Company by one of its Officers. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time of execution)Officer, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such an officer of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an Officer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon In authenticating such Securities and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Securities, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture Actto Section 7.01) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. (a) The Securities Debenture(s) shall be signed on behalf of the Company Corporation by its Chairman, President or one of its OfficersVice Presidents, under its corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company Corporation may use the facsimile signature of any Person who shall have been an Officer (at the time a Chairman, President or Vice President thereof, or of execution)any Person who shall have been a Secretary or Assistant Secretary thereof, notwithstanding the fact that at the time the Securities Debentures shall be authenticated and delivered or disposed of such Person shall have ceased to be such the Chairman, President or a Vice President, or the Secretary or an officer Assistant Secretary, of the CompanyCorporation (and any such signature shall be binding on the Corporation). The Securities seal of the Corporation may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Debentures. The Debentures may contain such notations, legends or endorsements as are required by law, stock exchange rule or usage. Each Security Debenture shall be dated the date of its authentication by the Trustee. . (b) A Security Debenture shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. . (c) At any time and from time to time after the execution and delivery of this Indenture, the Company Corporation may deliver Securities of any series Debentures executed by the Company Corporation to the Trustee for authentication, together with a written order of the Company Corporation for the authentication and delivery of such Securities, Debentures signed by an Officerits Chairman, President or any Vice President and its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver make available for delivery such Securities. Upon Debentures. (d) In authenticating such Debentures and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Debentures, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 9.1) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. . (e) The Trustee shall not be required to authenticate such Securities Debentures if the issue of such Securities Debentures pursuant to this Indenture will shall affect the Trustee’s 's own rights, duties or immunities under the Securities Debentures and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentications. (a) The Securities Debentures shall be signed on behalf of the Company by its President or one of its OfficersExecutive Vice Presidents or Chief Financial Officer or Treasurer, under its corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time a President or Executive Vice President thereof, or of execution)any Person who shall have been a Secretary or Assistant Secretary thereof, notwithstanding the fact that at the time the Securities Debentures shall be authenticated and delivered or disposed of such Person shall have ceased to be such the President or a Vice President, or the Secretary or an officer Assistant Secretary, of the Company (and any such signature shall be binding on the Company). The Securities seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Debentures. The Debentures may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security Debenture shall be dated the date of its authentication by the Trustee. . (b) A Security Debenture shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. . (c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series Debentures executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, Debentures signed by an Officerits President or any Executive Vice President and its Chief Financial Officer or the Treasurer or any Assistant Treasurer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon Debentures. (d) In authenticating such Debentures and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Debentures, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 9.1) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. . (e) The Trustee shall not be required to authenticate such Securities Debentures if the issue of such Securities Debentures pursuant to this Indenture will shall affect the Trustee’s 's own rights, duties or immunities under the Securities Debentures and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentications. The Securities shall be signed on behalf of the Company by its President, or one of its OfficersSenior Vice Presidents, or its Treasurer, or one of its Assistant Treasurers, or its Secretary, or one of its Assistant Secretaries, under its corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time a President or Senior Vice President thereof, or of execution)any Person who shall have been a Secretary or Assistant Secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such the President or a Senior Vice President, or the Secretary or an officer Assistant Secretary, of the Company. The seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an Officerits President or any Senior Vice President and its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon In authenticating such Securities and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Securities, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 7.01) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. (a) The Securities Debentures shall be signed on behalf of the Company by its President or one of its OfficersExecutive Vice Presidents or Chief Financial Officer or Treasurer, under its corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time a President or Executive Vice President thereof, or of execution)any Person who shall have been a Secretary or Assistant Secretary thereof, notwithstanding the fact that at the time the Securities Debentures shall be authenticated and delivered or disposed of such Person shall have ceased to be such the President or a Vice President, or the Secretary or an officer Assistant Secretary, of the Company (and any such signature shall be binding on the Company). The Securities seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Debentures. The Debentures may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security Debenture shall be dated the date of its authentication by the Trustee. . (b) A Security Debenture shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. . (c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series Debentures executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, Debentures signed by an Officerits President or any Executive Vice President and its Chief Financial Officer or the Treasurer or any Assistant Treasurer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon Debentures. (d) In authenticating such Debentures and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Debentures, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 10.1) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. . (e) The Trustee shall not be required to authenticate such Securities Debentures if the issue of such Securities Debentures pursuant to this Indenture will shall affect the Trustee’s 's own rights, duties or immunities under the Securities Debentures and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentications. The Securities shall be signed on behalf of the Company by one any member of the Board of Directors of the Company or by any of its Officerspresident, chief financial officer, vice president, secretary or treasurer of the Company. Signatures may be in the form of a manual or facsimile signature. The Company may use In the facsimile signature case of Definitive Securities of any Person who shall have been an Officer (at the time of execution)series, notwithstanding the fact that at the time the Securities shall such signatures may be authenticated and delivered imprinted or disposed of otherwise reproduced on such Person shall have ceased to be such an officer of the CompanySecurities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, Trustee or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder Holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an OfficerOfficer (an “Authentication Order”), and the Trustee in accordance with such written order shall authenticate and deliver such Securities, without any further action by the Company hereunder. Upon In authenticating such Securities, and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Securities, the Trustee shall be provided withreceive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in conclusively relying upon: (a) A copy of the resolution or resolutions of the Board of Directors in or pursuant to which the terms and form of the Securities were established, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect as of the date of such certificate, and if the terms and form of such Securities are established by an Officer’s Certificate pursuant to general authorization of the Board of Directors, such Officer’s Certificate; (1b) an executed supplemental indenture, if any; (c) an Officer’s Certificate delivered in accordance with Section 13.06 of this Indenture; and (d) an Opinion of Counsel or reliance letter and which shall state: (21) an Officer’s Certificate stating that all conditions precedent to the execution, authentication and delivery form of such Securities are has been established by a supplemental indenture or by or pursuant to a resolution of the Board of Directors and in conformity with the provisions of this Indenture; (2) that the terms of such Securities have been established in accordance with Section 2.01 and in conformity with the other provisions of this Indenture; (3) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles; and (4) that all laws and requirements in respect of the execution and delivery by the Company of such Securities have been complied with. The Trustee shall not be required required, and shall have the right to decline, to authenticate such Securities if the issue of such and deliver any Securities pursuant to this Indenture if such Securities (a) will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture Indenture; (b) if the Trustee, being advised by counsel, determines that such action may not lawfully be taken; (c) if the Trustee, in good faith, determines that such action would expose the Trustee to personal liability to existing Holders, or otherwise (d) is in such a manner that is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 2.01 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 instructions 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 Company delivered to the Trustee prior to the time of the first authentication of Securities of such series. With respect to Securities of a series subject to 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 written order of the Company, Opinion of Counsel, Officer’s Certificate and other documents delivered pursuant to this Section 2.04 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 or expire by their terms.

Execution and Authentications. The Securities shall be signed on behalf of the Company by one of its Officers. Signatures may be in the form of a manual or facsimile signature. The Company may use the manual or facsimile signature of any Person who shall have been an Officer (at the time of execution), notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such an officer of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an Officer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities under this Indenture, the Trustee shall be provided with, and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in conclusively relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate each stating that: (A) the Securities have been duly authorized by the Company and have been established in conformity with the provisions of the Indenture; (B) 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, and will constitute legal, valid and binding obligations of the Company enforceable against it in accordance with their terms, subject to customary enforceability exceptions; (C) all laws and requirements in respect of the execution and delivery by the Company of such Securities have been complied with; and (D) the Officer’s Certificate shall also state that no Event of Default with respect to any of the Securities shall have occurred and be continuing or would be caused by such additional issuance. If the authentication and delivery relates to a new series of Securities created by a supplemental indenture hereto, such Officer’s Certificate and Opinion of Counsel shall also state that all conditions precedent to the executionexecution of the supplemental indenture with respect to that series of Securities have been complied with, authentication the Company has the power to execute and delivery deliver such supplemental indenture and has taken all necessary action for those purposes and any such supplemental indenture has been duly authorized, executed and delivered and constitutes the legal, valid and binding obligation of such Securities are the Company enforceable against it in conformity accordance with the provisions of this Indentureits terms, subject to customary enforceability exceptions. 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 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.

Execution and Authentications. The Securities shall be signed on behalf of the Company by one of its Officersan Officer. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time of execution)Officer, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such an officer of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an Officer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon In authenticating such Securities and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Securities, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 7.1) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. (a) The Securities Debentures shall be signed on behalf of the Company by its President or one of its OfficersVice Presidents, under its corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time a President or Vice President thereof, or of execution)any Person who shall have been a Secretary or Assistant Secretary thereof, notwithstanding the fact that at the time the Securities Debentures shall be authenticated and delivered or disposed of such Person shall have ceased to be such the President or a Vice President, or the Secretary or an officer Assistant Secretary, of the Company (and any such signature shall be binding on the Company). The Securities seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Debentures. The Debentures may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security Debenture shall be dated the date of its authentication by the Trustee. . (b) A Security Debenture shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. . (c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series Debentures executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, Debentures signed by an Officerits Chairman, President or any Vice President and its Treasurer or any Assistant Treasurer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon Debentures. (d) In authenticating such Debentures and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Debentures, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 9.1) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. . (e) The Trustee shall not be required to authenticate such Securities Debentures if the issue of such Securities Debentures pursuant to this Indenture will shall affect the Trustee’s 's own rights, duties or immunities under the Securities Debentures and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentications. (a) The Securities Debentures shall be signed on behalf of the Company by its Chief Executive Officer, President or one of its OfficersVice Presidents, under its corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time a Chief Executive Officer, President or Vice President thereof, or of execution)any Person who shall have been a Secretary or Assistant Secretary thereof, notwithstanding the fact that at the time the Securities Debentures shall be authenticated and delivered or disposed of such Person shall have ceased to be such the Chief Executive Officer, President or a Vice President, or the Secretary or an officer Assistant Secretary of the Company. The Securities seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Debentures. The Debentures may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security Debenture shall be dated the date of its authentication by the Trustee. . (b) A Security Debenture shall not be valid until manually authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. . (c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series Debentures executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, Debentures signed by an its Chief Executive Officer, President or any Vice President and its Treasurer or any Assistant Treasurer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon Debentures. (d) In authenticating such Debentures and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Debentures, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 9.1) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. . (e) The Trustee shall not be required to authenticate such Securities Debentures if the issue of such Securities Debentures pursuant to this Indenture will shall affect the Trustee’s 's own rights, duties or immunities under the Securities Debentures and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentications. The Securities shall be signed on behalf of the Company by its Chief Executive Officer, President, or its Executive Vice President, or its Treasurer, or one of its OfficersAssistant Treasurers, or its Secretary, or one of its Assistant Secretaries, under its corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time a President or Executive Vice President thereof, or of execution)any Person who shall have been a Secretary or Assistant Secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such the President or Executive Vice President, or the Secretary or an officer Assistant Secretary, of the Company. The seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an its Chief Executive Officer, President or Executive Vice President and its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon In authenticating such Securities and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Securities, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 7.01) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. (a) The Securities Debentures shall be signed on behalf of the Company by its President or one of its OfficersExecutive Vice Presidents or Chief Financial Officer or Treasurer, under its corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time a President or Executive Vice President thereof, or of execution)any Person who shall have been a Secretary or Assistant Secretary thereof, notwithstanding the fact that at the time the Securities Debentures shall be authenticated and delivered or disposed of such Person shall have ceased to be such the President or a Vice President, or the Secretary or an officer Assistant Secretary, of the Company (and any such signature shall be binding on the Company). The Securities seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Debentures. The Debentures may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security Debenture shall be dated the date of its authentication by the Trustee. . (b) A Security Debenture shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. . (c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series Debentures executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, Debentures signed by an Officerits President or any Executive Vice President and its Chief Financial Officer or the Treasurer or any Assistant Treasurer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon Debentures. (d) In authenticating such Debentures and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Debentures, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 9.1) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. . (e) The Trustee shall not be required to authenticate such Securities Debentures if the issue of such Securities Debentures pursuant to this Indenture will shall affect the Trustee’s own rights, duties or immunities under the Securities Debentures and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentications. The Securities shall be signed on behalf of the Company by one of its Officers. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time of execution), notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such an officer of the CompanyCompany for any reason. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an Officer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities under this Indenture, the Trustee shall be provided with, and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication and delivery of such Securities are in conformity with the provisions of this Indenture. 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. The Securities shall be signed on behalf of the Company by one of its Officers. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time of execution), notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such an officer Officer of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an Officer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities under this Indenture, the Trustee shall be provided with, and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication and delivery of such Securities are in conformity with the provisions of this Indenture. 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. The Securities shall be signed on behalf of the Company by one any member of the Board of Directors of the Company or by both (a) its Officerspresident, chief financial officer or vice president and (b) its secretary, any assistant secretary, its treasurer or any assistant treasurer. Signatures may be in the form of a manual or facsimile signature. The Company may use In the facsimile signature case of Definitive Securities of any Person who shall have been an Officer (at the time of execution)series, notwithstanding the fact that at the time the Securities shall such signatures may be authenticated and delivered imprinted or disposed of otherwise reproduced on such Person shall have ceased to be such an officer of the CompanySecurities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, Trustee or by an Authenticating Agent. Such signature shall be conclusive evidence evidence, and the only evidence, that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenturehereunder. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company Company, with the form of Guarantee thereon executed by any Guarantor thereof, if applicable, to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an OfficerOfficer (an “Authentication Order”), and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon Notwithstanding the Company’s delivery provisions of any such authentication order to Section 2.01 and the Trustee at any time after preceding paragraph, in the initial issuance case of Securities under this Indentureoffered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with an Authentication Order or such other procedures acceptable to the Trustee as may be provided with, and (specified by or pursuant to a supplemental indenture or the written order of the Company delivered to the Trustee prior to the time of the first authentication of Securities of such series. With respect to Securities of a series subject to Sections 315(a) through 315(d) a Periodic Offering, the Trustee conclusively 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 written order of the Trust Indenture Act) shall be fully protected in relying uponCompany, (1) an Opinion of Counsel or reliance letter and (2) an Counsel, Officer’s Certificate stating that all conditions precedent to the execution, authentication and delivery of such Securities are in conformity with the provisions of this Indenture. The Trustee shall not be required to authenticate such Securities if the issue of such Securities other documents delivered pursuant to this Indenture will affect the Trustee’s own rights, duties Section 2.04 at or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable 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, or expire by their terms.

Execution and Authentications. The Securities shall be signed on behalf of the Company Issuers by one any member of its Officersthe Board of Directors of the Issuers or by their president, chief financial officer, vice president, secretary or treasurer. Signatures may be in the form of a manual or facsimile signature. The Company may use In the facsimile signature case of Definitive Securities of any Person who shall have been an Officer (at the time of execution)series, notwithstanding the fact that at the time the Securities shall such signatures may be authenticated and delivered imprinted or disposed of otherwise reproduced on such Person shall have ceased to be such an officer of the CompanySecurities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, Trustee or by an Authenticating Agent. Such signature shall be conclusive evidence evidence, and the only evidence, that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenturehereunder. At any time and from time to time after the execution and delivery of this Indenture, the Company Issuers may deliver Securities of any series executed by the Company Issuers, with the form of Guarantee, if applicable, thereon executed by any Guarantor thereof, if applicable, to the Trustee for authentication, together with a written order of the Company Issuers for the authentication and delivery of such Securities, signed by an OfficerOfficer (an “Authentication Order”), and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon Notwithstanding the Company’s delivery provisions of any such authentication order to Section 2.01 and the Trustee at any time after preceding paragraph, in the initial issuance case of Securities under this Indentureoffered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with an Authentication Order or such other procedures acceptable to the Trustee as may be provided with, and (specified by or pursuant to a supplemental indenture or the written order of the Issuers delivered to the Trustee prior to the time of the first authentication of Securities of such series. With respect to Securities of a series subject to Sections 315(a) through 315(d) of a Periodic Offering, the Trust Indenture Act) Trustee conclusively may rely and shall be fully protected in relying upon: (a) A copy of the resolution or resolutions of the Board of Directors in or pursuant to which the terms and form of the Securities were established, certified by the Secretary or an Assistant Secretary of each Issuer to have been duly adopted by the Board of Directors and to be in full force and effect as of the date of such certificate, and if the terms and form of such Securities are established by an Officer’s Certificate pursuant to general authorization of the Board of Directors, such Officer’s Certificate; (1b) an executed supplemental indenture, if any; (c) an Officer’s Certificate delivered in accordance with Section 17.06; and (d) an Opinion of Counsel or reliance letter and which shall state: (2i) an Officer’s Certificate stating that all conditions precedent to the execution, authentication and delivery form of such Securities are has been established by a supplemental indenture, by or pursuant to a resolution of the Board of Directors in accordance with Sections 2.01 and 2.02 or, with respect to the Offered Securities, by the terms of this Indenture, and in conformity with the provisions of this Indenture; (ii) that the terms of such Securities have been established in accordance with Section 2.01 or, with respect to the Offered Securities, Section 2.17, and in conformity with the other provisions of this Indenture; and (iii) 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 legal, valid and binding obligations of the Issuers, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). The Trustee shall not be required have the right to decline in writing to authenticate such and deliver any Securities under this Section if the issue of Trustee, being advised by counsel, determines that such Securities pursuant action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to this Indenture will 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 personal liability to the Trusteeexisting Securityholders.

Execution and Authentications. The Securities shall be signed on behalf of the Company by its Chairman of the Board of Directors, Chief Executive Officer, President or one of its OfficersVice Presidents, together with its Chief Financial Officer, Treasurer or any of its Assistant Treasurers, or its Controller or any of its Assistant Controllers, or its Secretary or any of its Assistant Secretaries. Signatures Such signatures may be in the form of a manual or facsimile signaturesignatures of the present or any future such officers. The Company may use the facsimile signature of In case any Person such officer who shall have been an Officer (at the time signed any of execution), notwithstanding the fact that at the time the Securities shall cease to be such officer before the Security so signed shall be authenticated and delivered by the Trustee or disposed of by the Company, such Security nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Person shall have Security had not ceased to be such an officer of the Company; and any Security may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Security, shall be the proper officers of the Company, although at the date of the execution and delivery of this Indenture any such Person was not such an officer. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an its Chairman of the Board of Directors, Chief Executive Officer, President or any Vice President and its Treasurer or any Assistant Treasurer, or its Controller or any Assistant Controller or its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon In authenticating such Securities and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Securities, the Trustee shall be provided withprovided, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActTrustee's Compliance with Section 7.01) shall be fully protected in relying upon, (1) an Officers' Certificate and an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate each stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. (a) The Securities Debentures shall be signed on behalf of the Company by its President or one of its OfficersVice Presidents or Chief Financial Officer or Treasurer, under its corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time a President or Vice President thereof, or of execution)any Person who shall have been a Secretary or Assistant Secretary thereof, notwithstanding the fact that at the time the Securities Debentures shall be authenticated and delivered or disposed of such Person shall have ceased to be such the President or a Vice President, or the Secretary or an officer Assistant Secretary, of the Company (and any such signature shall be binding on the Company). The Securities seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Debentures. The Debentures may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security Debenture shall be dated the date of its authentication by the Trustee. . (b) A Security Debenture shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. . (c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series Debentures executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, Debentures signed by an Officerits President or any Vice President and its Chief Financial Officer or the Treasurer or any Assistant Treasurer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon Debentures. (d) In authenticating such Debentures and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Debentures, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 9.1) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. . (e) The Trustee shall not be required to authenticate such Securities Debentures if the issue of such Securities Debentures pursuant to this Indenture will shall affect the Trustee’s own rights, duties or immunities under the Securities Debentures and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentications. The Securities shall be signed on behalf of the Company by one of its Officers, under its corporate seal attested by its secretary or one of its assistant secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time of execution)Officer, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such an officer of the Company. The seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an Officer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon In authenticating such Securities and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Securities, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 7.01) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. The Securities shall be signed on behalf of the Company by one any member of the Board of Directors of the Company or by both (a) its Officerspresident, chief financial officer or vice president and (b) its secretary, any assistant secretary, its treasurer or any assistant treasurer. Signatures may be in the form of a manual or facsimile signature. The Company may use In the facsimile signature case of Definitive Securities of any Person who shall have been an Officer (at the time of execution)series, notwithstanding the fact that at the time the Securities shall such signatures may be authenticated and delivered imprinted or disposed of otherwise reproduced on such Person shall have ceased to be such an officer of the CompanySecurities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, Trustee or by an Authenticating Agent. Such signature shall be conclusive evidence evidence, and the only evidence, that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenturehereunder. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company Company, with the form of Guarantee thereon executed by Parent, to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an OfficerOfficer (an “Authentication Order”), and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon Notwithstanding the Company’s delivery provisions of any such authentication order to Section 2.01 and the Trustee at any time after preceding paragraph, in the initial issuance case of Securities under this Indentureoffered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with an Authentication Order or such other procedures acceptable to the Trustee as may be provided with, and (specified by or pursuant to a supplemental indenture or the written order of the Company delivered to the Trustee prior to the time of the first authentication of Securities of such series. With respect to Securities of a series subject to Sections 315(a) through 315(d) a Periodic Offering, the Trustee conclusively 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 written order of the Trust Indenture Act) shall be fully protected in relying uponCompany, (1) an Opinion of Counsel or reliance letter and (2) an Counsel, Officer’s Certificate stating that all conditions precedent to the execution, authentication and delivery of such Securities are in conformity with the provisions of this Indenture. The Trustee shall not be required to authenticate such Securities if the issue of such Securities other documents delivered pursuant to this Indenture will affect the Trustee’s own rights, duties Section 2.04 at or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable 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, or expire by their terms.

Execution and Authentications. The Securities shall be signed on behalf of the Company by its Chief Executive Officer, President, or its Executive Vice Presidents, or its Treasurer, or one of its OfficersAssistant Treasurers, or its Secretary, or one of its Assistant Secretaries, under its corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time a Chief Executive Officer, President or Executive Vice President thereof, or of execution)any Person who shall have been a Secretary or Assistant Secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such the Chief Executive Officer, President or Executive Vice President, or the Secretary or an officer Assistant Secretary, of the Company. The seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an its Chief Executive Officer, President or Executive Vice President and its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon In authenticating such Securities and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Securities, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 7.01) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. The Securities shall be signed on behalf of the Company by an Officer, under its corporate seal attested by its secretary or one of its Officersassistant secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time of execution)Officer, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such an officer of the Company. The seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an Officer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon In authenticating such Securities and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Securities, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 7.01) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. The Securities shall be signed on behalf of the Company by its chief executive officer, or one of its Officerspresidents, or one of its senior vice presidents, or one of its vice presidents, or its chief financial officer, or its chief legal officer, or its treasurer, or one of its assistant treasurers, or its controller or one of its assistant controllers, or its secretary, or one of its assistant secretaries, under its corporate seal attested by its secretary or one of its assistant secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time of execution)a chief executive officer, president, senior vice president or vice president thereof, chief financial officer, chief legal officer, treasurer or assistant treasurer, controller or assistant controller, secretary or assistant secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such an officer of the Company. The seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an Officera chief executive officer, president, senior vice president or any vice president, chief financial officer, chief legal officer, treasurer or assistant treasurer, controller or assistant controller, and its secretary or any assistant secretary, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon In authenticating such Securities and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Securities, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 7.01) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. The Securities shall be signed on behalf of the Company by one any member of the Board of Directors of the Company or by any of its Officerspresident, chief financial officer, vice president, secretary or treasurer of the Company. Signatures may be in the form of a manual or facsimile signature. The Company may use In the facsimile signature case of Definitive Securities of any Person who shall have been an Officer (at the time of execution)series, notwithstanding the fact that at the time the Securities shall such signatures may be authenticated and delivered imprinted or disposed of otherwise reproduced on such Person shall have ceased to be such an officer of the CompanySecurities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, Trustee or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder Holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an OfficerOfficer (an “Authentication Order”), and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon Notwithstanding the Company’s delivery provisions of any such authentication order to Section 2.01 and the Trustee at any time after preceding paragraph, in the initial issuance case of Securities under this Indentureoffered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with instructions or such other procedures acceptable to the Trustee as may be provided with, and (specified by or pursuant to a supplemental indenture or the written order of the Company delivered to the Trustee prior to the time of the first authentication of Securities of such series. With respect to Securities of a series subject to Sections 315(a) through 315(d) 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 written order of the Trust Indenture Act) shall be fully protected in relying uponCompany, (1) an Opinion of Counsel or reliance letter and (2) an Counsel, Officer’s Certificate stating that all conditions precedent to the execution, authentication and delivery of such Securities are in conformity with the provisions of this Indenture. The Trustee shall not be required to authenticate such Securities if the issue of such Securities other documents delivered pursuant to this Indenture will affect the Trustee’s own rights, duties Section 2.04 at or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable prior to the Trusteetime 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 or expire by their terms.

Execution and Authentications. The Securities shall be signed on behalf of the Company by one of an Authorized Officer and, to the extent necessary, under its Officerscorporate seal. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Authorized Officer (at the time of execution)thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such an officer of the Company. To the extent a Company seal is necessary, the Company seal may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company Order for the authentication and delivery of such Securities, signed by an Authorized Officer, and the Trustee in accordance with such written order Company Order shall authenticate and deliver such Securities. Upon In authenticating such Securities and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Securities, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 7.1) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. The Securities shall be signed on behalf of the Company by one of its Officers. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time of execution), notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such an officer of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an Officer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon the Company’s 's delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities under this Indenture, the Trustee shall be provided with, and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s 's Certificate stating that all conditions precedent to the execution, authentication and delivery of such Securities are in conformity with the provisions of this Indenture. 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. The Securities shall be signed on behalf of the Company by its Chief Executive Officer, the President or one of its OfficersVice Presidents, under its corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time Chief Executive Officer, President or a Vice President thereof, or of execution)any Person who shall have been a Secretary or Assistant Secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such the Chief Executive Officer, President or a Vice President, or the Secretary or an officer Assistant Secretary, of the Company. The seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an its Chief Executive Officer, the President or any Vice President and its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon In authenticating such Securities and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Securities, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 7.01) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. The Securities shall be signed on behalf of the Company by its Chief Executive Officer, or its Chief Financial Officer, or its President, or one of its OfficersVice Presidents, or its Treasurer, or one of its Assistant Treasurers, or its Company Secretary, or one of its Assistant Company Secretaries, under its corporate seal attested by its Company Secretary or one of its Assistant Company Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an a Chief Executive Officer (at the time thereof, a Chief Financial Officer thereof, a President or Vice President thereof, or of execution)any Person who shall have been a Treasurer or Assistant Treasurer thereof, or of any Person who shall have been a Company Secretary or Assistant Company Secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such the Chief Executive Officer or the Chief Financial Officer, President or a Vice President, the Treasurer or an officer Assistant Treasurer or the Company Secretary or an Assistant Company Secretary, of the Company. The seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trusteeauthentication. A Security shall not be valid or obligatory for any purpose and shall not be entitled to any benefit under this Indenture, in each case, until authenticated with a certificate of authentication manually signed by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature certificate shall be conclusive evidence evidence, and the only evidence, that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder Security is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an its Chief Executive Officer, or its Chief Financial Officer, or its President or any Vice President and its Company Secretary or any Assistant Company Secretary, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon In authenticating such Securities and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Securities, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 7.01) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. The Securities shall be signed on behalf of the Company by one of its Officers. Signatures may be in the form of a manual manual, facsimile or facsimile other electronic signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time of execution)Officer, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such an officer of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company Order for the authentication and delivery of such Securities, signed by an Officer, and the Trustee in accordance with such written order Company Order shall authenticate and deliver such Securities. Upon In authenticating such Securities and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Securities, the Trustee shall be provided withreceive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 7.01) shall be fully protected in conclusively relying upon, (1) an Officer’s Certificate and an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture, that all conditions precedent in connection with the issuance, authentication and delivery of such Securities have been met and that such Securities are legal, valid and binding obligations against the Company, enforceable against it in accordance with its terms, subject to customary exceptions and qualifications. 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. The Securities shall be signed on behalf of the Company by one of its Officersany Authorized Officer. Signatures may be in the form of a manual or facsimile signature. The Company may use In the facsimile signature case of Definitive Securities of any Person who shall have been an Officer (at the time of execution)series, notwithstanding the fact that at the time the Securities shall such signatures may be authenticated and delivered imprinted or disposed of otherwise reproduced on such Person shall have ceased to be such an officer of the CompanySecurities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, Trustee or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an OfficerOfficer (an “Authentication Order”), and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon Notwithstanding the Company’s delivery provisions of any such authentication order to Section 2.01 and the Trustee at any time after preceding paragraph, in the initial issuance case of Securities under this Indentureoffered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with instructions or such other procedures acceptable to the Trustee as may be provided with, and (specified by or pursuant to a supplemental indenture or the written order of the Company delivered to the Trustee prior to the time of the first authentication of Securities of such series. With respect to Securities of a series subject to Sections 315(a) through 315(d) 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 written order of the Trust Indenture Act) shall be fully protected in relying uponCompany, (1) an Opinion of Counsel or reliance letter and (2) an Counsel, Officer’s Certificate stating that all conditions precedent to the execution, authentication and delivery of such Securities are in conformity with the provisions of this Indenture. The Trustee shall not be required to authenticate such Securities if the issue of such Securities other documents delivered pursuant to this Indenture will affect the Trustee’s own rights, duties Section 2.04 at or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable prior to the Trusteetime 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 or expire by their terms.

Execution and Authentications. (a) The Securities Debentures shall be signed on behalf of the Company by its Chief Executive Officer, President or one of its OfficersVice Presidents, under its corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time a Chief Executive Officer, President or Vice President thereof, or of execution)any Person who shall have been a Secretary or Assistant Secretary thereof, notwithstanding the fact that at the time the Securities Debentures shall be authenticated and delivered or disposed of such Person shall have ceased to be such the Chief Executive Officer, President or a Vice President, or the Secretary or an officer Assistant Secretary, of the Company. The Securities seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Debentures. The Debentures may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security Debenture shall be dated the date of its authentication by the Trustee. . (b) A Security Debenture shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. . (c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series Debentures executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, Debentures signed by an its Chief Executive Officer, President or any Vice President and its Treasurer or any Assistant Treasurer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon Debentures. (d) In authenticating such Debentures and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Debentures, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 9.1) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. . (e) The Trustee shall not be required to authenticate such Securities Debentures if the issue of such Securities Debentures pursuant to this Indenture will shall affect the Trustee’s 's own rights, duties or immunities under the Securities Debentures and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentications. (a) The Securities Debentures shall be signed on behalf of the Company by its Chief Executive Officer, President or one of its OfficersVice Presidents, under its corporate seal, if any, attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time a Chief Executive Officer, President or Vice President thereof, or of execution)any Person who shall have been a Secretary or Assistant Secretary thereof, notwithstanding the fact that at the time the Securities Debentures shall be authenticated and delivered or disposed of such Person shall have ceased to be the Chief Executive Officer, President or a Vice President, or the Secretary or an Assistant Secretary, of the Company (and any such an officer signature shall be binding on the Company). The corporate seal of the Company, if any, may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Debentures. The Securities Debentures may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security Debenture shall be dated the date of its authentication by the Trustee. A Security Debenture shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. . (b) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series Debentures executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, Debentures signed by an its Chief Executive Officer, President or any Vice President and its Treasurer or any Assistant Treasurer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon Debentures. (c) In authenticating such Debentures and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Debentures, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 9.1(b)) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. . (d) The Trustee shall not be required to authenticate such Securities Debentures if the issue of such Securities Debentures pursuant to this Indenture will shall affect the Trustee’s own rights, duties or immunities under the Securities Debentures and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentications. The Securities shall be signed on behalf of the Company by its Chief Executive Officer or President, or one of its OfficersVice Presidents, or its Treasurer, or one of its Assistant Treasurers, or its Secretary, or one of its Assistant Secretaries, under its corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an a Chief Executive Officer (at the time or President or Vice President thereof, or of execution)any Person who shall have been a Secretary or Assistant Secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such the Chief Executive Officer or President or a Vice President, or the Secretary or an officer Assistant Secretary, of the Company. The seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an Officerits Chief Executive Officer or President or any Vice President and its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon In authenticating such Securities and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Securities, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 7.01) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. 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 that is not reasonably acceptable to the Trustee. Registration of Transfer and Exchange. Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company a register or registers (herein referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the "Security Registrar"). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxx's duly authorized attorney in writing. No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. The Company shall not be required (1) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such mailing, nor (2) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof.

Execution and Authentications. The Securities shall be signed on behalf of the Company by one of its Officers. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time of execution)Officer, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such an officer of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company Order for the authentication and delivery of such Securities, signed by an Officer, and the Trustee in accordance with such written order Company Order shall authenticate and deliver such Securities. Upon In authenticating such Securities and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Securities, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 7.01) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. The Securities shall be signed on behalf of the Company by one any Officer or any member of the Board of Directors of the Company and any Guarantee shall be executed on behalf of the Guarantor by any member of the Board of Directors of the Guarantor or by its Officerspresident, chief financial officer, vice president, secretary, assistant secretary, treasurer or assistant treasurer. Signatures may be in the form of a manual or facsimile signature. The Company may use In the facsimile signature case of Definitive Securities of any Person who shall have been an Officer (at the time of execution)series, notwithstanding the fact that at the time the Securities shall such signatures may be authenticated and delivered imprinted or disposed of otherwise reproduced on such Person shall have ceased to be such an officer of the CompanySecurities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, Trustee or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company Company, together with the Guarantee endorsed thereon executed by the Guarantor to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an OfficerOfficer (an “Authentication Order”), and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon Notwithstanding the Company’s delivery provisions of any such authentication order to Section 2.01 and the Trustee at any time after preceding paragraph, in the initial issuance case of Securities under this Indentureoffered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with instructions or such other procedures acceptable to the Trustee as may be provided with, and (specified by or pursuant to a supplemental indenture or the written order of the Company delivered to the Trustee prior to the time of the first authentication of Securities of such series. With respect to Securities of a series subject to Sections 315(a) through 315(d) 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 written order of the Trust Indenture Act) shall be fully protected in relying uponCompany, (1) an Opinion of Counsel or reliance letter and (2) an Counsel, Officer’s Certificate stating that all conditions precedent to the execution, authentication and delivery of such Securities are in conformity with the provisions of this Indenture. The Trustee shall not be required to authenticate such Securities if the issue of such Securities other documents delivered pursuant to this Indenture will affect the Trustee’s own rights, duties Section 2.04 at or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable prior to the Trusteetime 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 or expire by their terms.

Execution and Authentications. (a) The Securities Debentures shall be signed on behalf of the Company by its President or one of its OfficersExecutive Vice Presidents or Chief Financial Officer or Treasurer, under its corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time a President or Executive Vice President thereof, or of execution)any Person who shall have been a Secretary or Assistant Secretary thereof, notwithstanding the fact that at the time the Securities Debentures shall be authenticated and delivered or disposed of such Person shall have ceased to be such the President or a Vice President, or the Secretary or an officer Assistant Secretary, of the Company (and any such signature shall be binding on the Company). The Securities seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Debentures. The Debentures may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security Debenture shall be dated the date of its authentication by the Trustee. . (b) A Security Debenture shall not be valid until authenticated manually by an authorized signatory of the Trusteetrustee, or by an Authenticating Agentauthenticating agent. Such such signature shall be conclusive evidence that the Security debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. . (c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series Debentures executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, Debentures signed by an Officerits President or any Executive Vice President and its Chief Financial Officer or the Treasurer or any Assistant Treasurer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon Debentures. (d) In authenticating such Debentures and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Debentures, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 9.1) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. . (e) The Trustee shall not be required to authenticate such Securities Debentures if the issue of such Securities Debentures pursuant to this Indenture will shall affect the Trustee’s 's own rights, duties or immunities under the Securities Debentures and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentications. The Debt Securities shall be signed on behalf of the Company by by, and the Guarantees endorsed thereon shall be signed on behalf of the Guarantor by, its President, or one of its OfficersVice Presidents, or its Treasurer, or one of its Assistant Treasurers, or its Secretary, or one of its Assistant Secretaries, under its corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company and the Guarantor may use the facsimile signature of any Person who shall have been an Officer (at the time a President or Vice President thereof, or of execution)any Person who shall have been a Secretary or Assistant Secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such the President or a Vice President, or the Secretary or an officer Assistant Secretary, of the CompanyCompany or the Guarantor, as the case may be. The seal of the Company and the Guarantor may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company and the Guarantor to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an Officerits President or any Vice President and its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon In authenticating such Securities and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Securities, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 7.01) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. The Securities shall be signed on behalf of the Company by its chief executive officer, or one of its Officerspresidents, or one of its senior vice presidents, or one of its vice presidents, or its chief financial officer, or its chief legal officer, or its treasurer, or one of its assistant treasurers, or its controller or one of its assistant controllers, or its secretary, or one of its assistant secretaries, under its corporate seal attested by its secretary or one of its assistant secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time of execution)a chief executive officer, president, senior vice president or vice president thereof, chief financial officer, chief legal officer, treasurer or assistant treasurer, controller or assistant controller, secretary or assistant secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such an officer of the Company. The seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an Officera chief executive officer, president, senior vice president or any vice president, chief financial officer, chief legal officer, treasurer or assistant treasurer, controller or assistant controller, and its secretary or any assistant secretary, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon In authenticating such Securities and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Securities, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 7.1) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. The Securities shall be signed on behalf of the Company by one of its Officers. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time of execution)Officer, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such an officer of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this IndentureOfficer. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an Officer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon In authenticating such Securities and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Securities, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) Section 7.1 and the requirements of the Trust Indenture Act) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. 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 that is not reasonably acceptable to the Trustee. The Trustee shall not be required to authenticate Securities denominated in a coin or currency other than dollars if the Trustee reasonably determines that such Securities impose duties or obligations on the Trust that the Trustee is not able or reasonably willing to accept; provided that the Trustee, upon the request of the Company, will resign as Trustee with respect to Securities of any series as to which such a determination is made, prior to the issuance of such Securities, and will comply with the request of the Company to execute and deliver an indenture supplemental hereto appointing a successor Trustee pursuant to Section 7.10. Unless a certificate of authentication, substantially in the form specified pursuant to Section 2.1, set forth on a Security has been executed by the Trustee or the Authenticating Agent, as the case may be, by the manual signature of one of its authorized signatories, such Securities shall not be entitled to the benefits of this Indenture and such Security shall not be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent, as the case may be, upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Securityholder thereof is entitled to the benefits of this Indenture.

Execution and Authentications. The Securities shall be signed on behalf of the Company by its President, or one of its OfficersVice Presidents, or its Treasurer, or one of its Assistant Treasurers, or its Secretary, or one of its Assistant Secretaries. Signatures may be in the form of a manual manual, facsimile, or facsimile other electronic signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time a President or Vice President or Treasurer or Assistant Treasurer thereof, or of execution)any Person who shall have been a Secretary or Assistant Secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such the President or a Vice President, or the Secretary or an officer Assistant Secretary, of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an Officerits President or any Vice President and its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon In authenticating such Securities and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Securities, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 7.01) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. (a) The Securities Debentures shall be signed on behalf of the Company by its Chief Executive Officer, President or one of its OfficersVice Presidents, under its corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time a Chief Executive Officer, President or Vice President thereof, or of execution)any Person who shall have been a Secretary or Assistant Secretary thereof, notwithstanding the fact that at the time the Securities Debentures shall be authenticated and delivered or disposed of such Person shall have ceased to be such the Chief Executive Officer, President or a Vice President, or the Secretary or an officer Assistant Secretary, of the Company. The Securities seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Debentures. The Debentures may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security Debenture shall be dated the date of its authentication by the Trustee. . (b) A Security Debenture shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. . (c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series Debentures executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, Debentures signed by an its Chief Executive Officer, President or any Vice President and its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon Debentures. (d) In authenticating such Debentures and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Debentures, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 9.1) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. . (e) The Trustee shall not be required to authenticate such Securities Debentures if the issue of such Securities Debentures pursuant to this Indenture will shall affect the Trustee’s 's own rights, duties or immunities under the Securities Debentures and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentications. The Securities shall be signed on behalf of the Company by any two of its officers among the Chief Financial Officer, the Treasurer and an Assistant Treasurer, provided that at least one such officer is the Chief Financial Officer or the Treasurer and attested by its Secretary or one of its OfficersAssistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time a Chief Financial Officer, Treasurer or Assistant Treasurer thereof, or of execution)any Person who shall have been a Secretary or Assistant Secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such the Chief Financial Officer, Treasurer or Assistant Treasurer, or the Secretary or an officer Assistant Secretary, of the Company. The Securities may contain such notations, legends or endorsements as are required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder of such Security is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an its Chief Financial Officer, Treasurer or any Assistant Treasurer and its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon In authenticating such Securities and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Securities, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 7.01) shall be fully protected in relying upon, upon (1i) an Officer’s Certificate or executed supplemental indenture setting forth the form and terms of the Securities as required pursuant to Section 2.01 and (ii) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture and that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will be valid and binding obligations of the Company entitled to the benefits of this Indenture, and enforceable against the Company in accordance with their terms, except to the extent that enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. The Securities shall be signed on behalf of the Company by one any member of the Board of Directors of the Company or by both (a) its Officerspresident, chief financial officer or vice president and (b) its secretary, any assistant secretary, its treasurer or any assistant treasurer. Signatures may be in the form of a manual or facsimile signature. The Company may use In the facsimile signature case of Definitive Securities of any Person who shall have been an Officer (at the time of execution)series, notwithstanding the fact that at the time the Securities shall such signatures may be authenticated and delivered imprinted or disposed of otherwise reproduced on such Person shall have ceased to be such an officer of the CompanySecurities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, Trustee or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company Company, with the form of Guarantee thereon executed by Parent, to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an OfficerOfficer (an “Authentication Order”), and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon Notwithstanding the Company’s delivery provisions of any such authentication order to Section 2.01 and the Trustee at any time after preceding paragraph, in the initial issuance case of Securities under this Indentureoffered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with instructions or such other procedures acceptable to the Trustee as may be provided with, and (specified by or pursuant to a supplemental indenture or the written order of the Company delivered to the Trustee prior to the time of the first authentication of Securities of such series. With respect to Securities of a series subject to Sections 315(a) through 315(d) 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 written order of the Trust Indenture Act) shall be fully protected in relying uponCompany, (1) an Opinion of Counsel or reliance letter and (2) an Counsel, Officer’s Certificate stating that all conditions precedent to the execution, authentication and delivery of such Securities are in conformity with the provisions of this Indenture. The Trustee shall not be required to authenticate such Securities if the issue of such Securities other documents delivered pursuant to this Indenture will affect the Trustee’s own rights, duties Section 2.04 at or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable prior to the Trusteetime 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 or expire by their terms.

Execution and Authentications. The Securities shall be signed on behalf of the Company by its President, or one of its OfficersVice Presidents, or its Treasurer, or one of its Assistant Treasurers, or its Secretary, or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time a President or Vice President thereof, or of execution)any Person who shall have been a Secretary or Assistant Secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such the President or a Vice President, or the Secretary or an officer Assistant Secretary, of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an Officerits President or any Vice President and its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon In authenticating such Securities and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Securities, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 7.01) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. The Securities shall be signed on behalf of the Company by one of its Officers. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time of execution), notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such an officer of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an Officer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities under this Indenture, the Trustee shall be provided with, and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication and delivery of such Securities are in conformity with the provisions of this Indenture. A Note shall not be valid until an authorized signatory of the Trustee manually authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that such Note has been duly and validly authenticated and issued under this Indenture. 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. The Securities shall be signed on behalf of the Company by one of its Officers. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time of execution)Officer, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such an officer of the Company. The seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an Officer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon In authenticating such Securities and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Securities, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 7.01) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. The Securities shall be signed on behalf of the Company by its President, or one of its OfficersVice Presidents, or its Treasurer, or one of its Assistant Treasurers, or its Secretary, or one of its Assistant Secretaries, under its corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time a President or Vice President thereof, or of execution)any Person who shall have been a Secretary or Assistant Secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such the President or a Vice President, or the Secretary or an officer Assistant Secretary, of the Company. The seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an Officerits President or any Vice President and its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon In authenticating such Securities and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Securities, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 7.01) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery terms of such the Securities are have been established in conformity with the provisions of this Indenture. 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. The Securities shall be signed on behalf of the Company by its Chairman, President or one of its OfficersVice Presidents, together with its Treasurer, or one of its Assistant Treasurers, or its Secretary, or one of its Assistant Secretaries, under its corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time a Chairman, President or Vice President thereof, or of execution)any Person who shall have been a Secretary or Assistant Secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such the Chairman, President or a Vice President, or the Secretary or an officer Assistant Secretary, of the Company. The seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an Officerits Chairman, President or any Vice President and its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon In authenticating such Securities and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Securities, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 7.01) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. The Securities shall be signed on behalf of the Company by one of its Officers. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time of execution), notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such an officer of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of 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 Series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an Officer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities under this Indenture, the Trustee shall be provided with, and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication and delivery of such Securities are in conformity with the provisions of this Indenture. 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. (a) The Securities Debentures shall be signed on behalf of the Company Corporation by its Chairman, President or one of its OfficersVice Presidents, under its corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company Corporation may use the facsimile signature of any Person who shall have been an Officer (at the time a Chairman, President or Vice President thereof, or of execution)any Person who shall have been a Secretary or Assistant Secretary thereof, notwithstanding the fact that at the time the Securities Debentures shall be authenticated and delivered or disposed of such Person shall have ceased to be such the Chairman, President or a Vice President, or the Secretary or an officer Assistant Secretary, of the CompanyCorporation (and any such signature shall be binding on the Corporation). The Securities seal of the Corporation may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Debentures. The Debentures may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security Debenture shall be dated the date of its authentication by the Trustee. . (b) A Security Debenture shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. . (c) At any time and from time to time after the execution and delivery of this Indenture, the Company Corporation may deliver Securities of any series Debentures executed by the Company Corporation to the Trustee for authentication, together with a written order of the Company Corporation for the authentication and delivery of such Securities, Debentures signed by an Officerits Chairman, President or any Vice President and its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver make available for delivery such Securities. Upon Debentures. (d) In authenticating such Debentures and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Debentures, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 9.1) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. . (e) The Trustee shall not be required to authenticate such Securities Debentures if the issue of such Securities Debentures pursuant to this Indenture will shall affect the Trustee’s 's own rights, duties or immunities under the Securities Debentures and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentications. The Securities shall be signed on behalf of the Company by its Chief Executive Officer, President, or its Executive Vice President, or its Treasurer, or one of its OfficersAssistant Treasurers, or its Secretary, or one of its Assistant Secretaries, under its corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time a Chief Executive Officer, President or Executive Vice President thereof, or of execution)any Person who shall have been a Secretary or Assistant Secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such the Chief Executive Officer, President or Executive Vice President, or the Secretary or an officer Assistant Secretary, of the Company. The seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an its Chief Executive Officer, President or Executive Vice President and its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon In authenticating such Securities and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Securities, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 7.01) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. The Securities shall be signed on behalf of the Company by one of its Officers. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time of execution), notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such an officer of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an Officer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon In authenticating such Securities, and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Securities, the Trustee shall be provided with, and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in relying upon, , (1) an Opinion of Counsel or reliance letter and letter; and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication and delivery of such Securities are in conformity have been complied with and that, to the provisions best knowledge of this Indenturethe Persons executing such certificate, no Default with respect to any of the Securities shall have occurred and be continuing. 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. (a) The Securities Debentures shall be signed on behalf of the Company by its Chief Executive Officer, President or one of its OfficersVice Presidents, under its corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time a Chief Executive Officer, President or Vice President thereof, or of execution)any Person who shall have been a Secretary or Assistant Secretary thereof, notwithstanding the fact that at the time the Securities Debentures shall be authenticated and delivered or disposed of such Person shall have ceased to be such the Chief Executive Officer, President or a Vice President, or the Secretary or an officer Assistant Secretary, of the Company. The Securities seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Debentures. The Debentures may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security Debenture shall be dated the date of its authentication by the Trustee. . (b) A Security Debenture shall not be valid until manually authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. . (c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series Debentures executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, Debentures signed by an its Chief Executive Officer, President or any Vice President and its Treasurer or any Assistant Treasurer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon Debentures. (d) In authenticating such Debentures and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Debentures, the Trustee shall be provided with, entitled to receive and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 9.1) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. . (e) The Trustee shall not be required to authenticate such Securities Debentures if the issue of such Securities Debentures pursuant to this Indenture will shall affect the Trustee’s 's own rights, duties or immunities under the Securities Debentures and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentications. The Securities shall be signed on behalf of the Company by one of its Officers. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer of the Company (at the time of execution), notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such an officer of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an OfficerOfficer of the Company, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities under this Indenture, the Trustee shall be provided with, and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication and delivery of such Securities are in conformity with the provisions of this Indenture. 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. The Securities shall be signed on behalf of the Company by one any member of the Board of Directors of the Company or by both (a) its Officerspresident, chief financial officer or vice president and (b) its secretary, any assistant secretary, its treasurer or any assistant treasurer. Signatures may be in the form of a manual or facsimile signature. The Company may use In the facsimile signature case of Definitive Securities of any Person who shall have been an Officer (at the time of execution)series, notwithstanding the fact that at the time the Securities shall such signatures may be authenticated and delivered imprinted or disposed of otherwise reproduced on such Person shall have ceased to be such an officer of the CompanySecurities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, Trustee or by an Authenticating Agent. Such signature shall be conclusive evidence evidence, and the only evidence, that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenturehereunder. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company Company, with the form of Guarantee thereon executed by Guarantors, to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an OfficerOfficer (an “Authentication Order”), and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon Notwithstanding the Company’s delivery provisions of any such authentication order to Section 2.01 and the Trustee at any time after preceding paragraph, in the initial issuance case of Securities under this Indentureoffered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with an Authentication Order or such other procedures acceptable to the Trustee as may be provided with, and (specified by or pursuant to a supplemental indenture or the written order of the Company delivered to the Trustee prior to the time of the first authentication of Securities of such series. With respect to Securities of a series subject to Sections 315(a) through 315(d) a Periodic Offering, the Trustee conclusively 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 written order of the Trust Indenture Act) shall be fully protected in relying uponCompany, (1) an Opinion of Counsel or reliance letter and (2) an Counsel, Officer’s Certificate stating that all conditions precedent to the execution, authentication and delivery of such Securities are in conformity with the provisions of this Indenture. The Trustee shall not be required to authenticate such Securities if the issue of such Securities other documents delivered pursuant to this Indenture will affect the Trustee’s own rights, duties Section 2.04 at or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable 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, or expire by their terms.

Execution and Authentications. The Securities shall be signed on behalf of the Company by its chief executive officer, president, or one of its Officersexecutive vice presidents, senior vice presidents or vice presidents, or its treasurer or any assistant treasurer, or its controller or any assistant controller, or its secretary, or any of its assistant secretaries, under its corporate seal attested by its secretary or one of its assistant secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at held one of the time of execution)foregoing offices, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be hold such an officer office. The seal of the CompanyCompany may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by any officer authorized to sign an OfficerOfficers' Certificate, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon In authenticating such Securities and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Securities, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 7.01) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. The Securities shall be signed on behalf of the Company by its President, or one of its OfficersVice Presidents, or its Treasurer, or one of its Assistant Treasurers, or its Secretary, or one of its Assistant Secretaries, under its corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time a President or Vice President thereof, or of execution)any Person who shall have been a Secretary or Assistant Secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such the President or a 11 Vice President, or the Secretary or an officer Assistant Secretary, of the Company. The seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an Officerits President or any Vice President and its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon In authenticating such Securities and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Securities, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 7.01) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery terms of such the Securities are have been established in conformity with the provisions of this Indenture. 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. ​ The Securities shall be signed on behalf of the Company by one of its Officers. Signatures may be in the form of a manual or facsimile signature. ​ The Company may use the facsimile signature of any Person who shall have been an Officer (at the time of execution), notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such an officer of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. ​ A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the ​ ​ authentication and delivery of such Securities, signed by an Officer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. ​ Upon the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities under this Indenture, the Trustee shall be provided with, and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication and delivery of such Securities are in conformity with the provisions of this Indenture. ​ 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. (a) The Securities Debentures shall be signed on behalf of the Company by its Chief Executive Officer, President or one of its OfficersVice Presidents, attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time a Chief Executive Officer, President or Vice President thereof, or of execution)any Person who shall have been a Secretary or Assistant Secretary thereof, notwithstanding the fact that at the time the Securities Debentures shall be authenticated and delivered or disposed of such Person shall have ceased to be such the Chief Executive Officer, President or a Vice President, or the Secretary or an officer Assistant Secretary, of the Company. The Securities Debentures may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security Debenture shall be dated the date of its authentication by the Trustee. . (b) A Security Debenture shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. . (c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series Debentures executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, Debentures signed by an its Chief Executive Officer, President or any Vice President and its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver make available for delivery such Securities. Upon Debentures. (d) In authenticating such Debentures and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Debentures, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 9.1) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. . (e) The Trustee shall not be required to authenticate such Securities Debentures if the issue of such Securities Debentures pursuant to this Indenture will shall affect the Trustee’s 's own rights, duties or immunities under the Securities Debentures and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentications. (a) The Securities Debentures shall be signed on behalf of the Company by its President or one of its OfficersExecutive Vice Presidents or Chief Financial Officer or Treasurer, under its corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time a President or Executive Vice President thereof, or of execution)any Person who shall have been a Secretary or Assistant Secretary thereof, notwithstanding the fact that at the time the Securities Debentures shall be authenticated and delivered or disposed of such Person shall have ceased to be such the President or a Vice President, or the Secretary or an officer Assistant Secretary, of the Company (and any such signature shall be binding on the Company). The Securities seal of the Company may be impressed, affixed, imprinted or otherwise reproduced on the Debentures. The Debentures may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security Debenture shall be dated the date of its authentication by the Trustee. . (b) A Security Debenture shall not be valid until authenticated manually by an authorized signatory of the Indenture Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At . (c) If at any time and from time to time after the execution and delivery of this IndentureIndenture the Trust issues Preferred Securities, then, simultaneously therewith, the Company may shall deliver Debentures, in aggregate principal amount equal to the sum of (i) the aggregate liquidation amount of such Preferred Securities plus (ii) one dollar ($1.00) for every $1,000 in aggregate liquidation amount of any series such Preferred Securities, executed by the Company to the Indenture Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, Debentures signed by an Officerits President or any Executive Vice President and its Chief Financial Officer or the Treasurer or any Assistant Treasurer, and the Indenture Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon Debentures. (d) In authenticating such Debentures and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Debentures, the Indenture Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 10.1) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. . (e) The Indenture Trustee shall not be required to authenticate such Securities Debentures if the issue of such Securities Debentures pursuant to this Indenture will shall affect the Indenture Trustee’s own rights, duties or immunities under the Securities Debentures and this Indenture or otherwise in a manner that is not reasonably acceptable to the Indenture Trustee.

Execution and Authentications. The Securities shall be signed executed on behalf of the Company by one of its Officers. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time of execution)Officer, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such an officer of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an Officer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon In authenticating such Securities and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Securities, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 7.01) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. The Securities shall ----------------------------- be signed on behalf of the Company by its Chairman of the Board of Directors, Chief Executive Officer, President or one of its OfficersVice Presidents, together with its Chief Financial Officer, Treasurer or any of its Assistant Treasurers, or its Controller or any of its Assistant Controllers, or its Secretary or any of its Assistant Secretaries. Signatures Such signatures may be in the form of a manual or facsimile signaturesignatures of the present or any future such officers. The Company may use the facsimile signature of In case any Person such officer who shall have been an Officer (at the time signed any of execution), notwithstanding the fact that at the time the Securities shall cease to be such officer before the Security so signed shall be authenticated and delivered by the Trustee or disposed of by the Company, such Security nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Person shall have Security had not ceased to be such an officer of the Company; and any Security may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Security, shall be the proper officers of the Company, although at the date of the execution and delivery of this Indenture any such Person was not such an officer. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an its Chairman of the Board of Directors, Chief Executive Officer, President or any Vice President and its Treasurer or any Assistant Treasurer, or its Controller or any Assistant Controller or its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon In authenticating such Securities and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Securities, the Trustee shall be provided withprovided, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActTrustee's Compliance with Section 7.01) shall be fully protected in relying upon, (1) an Officers' Certificate and an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate each stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. (a) The Securities Debentures shall be signed on behalf of the Company by its President or one of its OfficersVice Presidents, under its corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time a President or Vice President thereof, or of execution)any Person who shall have been a Secretary or Assistant Secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such the President or a Vice President, or the Secretary or an officer Assistant Secretary, of the Company. The seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. . (b) A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. . (c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an Officerits President or any Vice President and its Treasurer or any Assistant Treasurer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon . (d) In authenticating such Securities and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Securities, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 9.1) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. . (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 '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.

Execution and Authentications. The Securities shall be signed on behalf of the Company by one of its Officers. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time of execution)Officer, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such an officer of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order Company Order of the Company for the authentication and delivery of such Securities, signed by an Officer, and the Trustee in accordance with such written order Company Order shall authenticate and deliver such Securities. Upon In authenticating such Securities and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Securities, the Trustee shall be provided withreceive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 7.01) shall be fully protected in conclusively relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. (1) Section 2.04 of the Base Indenture shall be modified with respect to the Notes as follows: The Securities shall be signed on behalf of the Company by one any member of the Board of Directors of the Company or by both (a) its Officerspresident, chief financial officer or vice president and (b) its secretary, any assistant secretary, its treasurer or any assistant treasurer. Signatures may be in the form of a manual or facsimile signature. The Company In the case of Definitive Securities of either series, such signatures may use the facsimile signature of any Person who shall have been an Officer (at the time of execution), notwithstanding the fact that at the time the Securities shall be authenticated and delivered imprinted or disposed of otherwise reproduced on such Person shall have ceased to be such an officer of the CompanySecurities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually or by electronic signature by an authorized signatory of the Trustee, Trustee or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of 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 either series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an OfficerOfficer (an “Authentication Order”), and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon Notwithstanding the Company’s delivery provisions of any such authentication order to Section 2.01 and the Trustee at any time after preceding paragraph, in the initial issuance case of Securities under this Indentureoffered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with instructions or such other procedures acceptable to the Trustee as may be provided with, and (specified by or pursuant to a supplemental indenture or the written order of the Company delivered to the Trustee prior to the time of the first authentication of Securities of such series. With respect to Securities of a series subject to Sections 315(a) through 315(d) 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 written order of the Trust Indenture Act) shall be fully protected in relying uponCompany, (1) an Opinion of Counsel or reliance letter and (2) an Counsel, Officer’s Certificate stating that all conditions precedent to the execution, authentication and delivery of such Securities are in conformity with the provisions of this Indenture. The Trustee shall not be required to authenticate such Securities if the issue of such Securities other documents delivered pursuant to this Indenture will affect the Trustee’s own rights, duties Section 2.04 at or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable prior to the Trusteetime 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 or expire by their terms.

Execution and Authentications. (a) The Securities Debentures shall be signed on behalf of the Company by its President or one of its OfficersExecutive Vice Presidents or Chief Financial Officer or Treasurer, under its corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time a President or Executive Vice President thereof, or of execution)any Person who shall have been a Secretary or Assistant Secretary thereof, notwithstanding the fact that at the time the Securities Debentures shall be authenticated and delivered or disposed of such Person shall have ceased to be such the President or a Vice President, or the Secretary or an officer Assistant Secretary, of the Company (and any such signature shall be binding on the Company). The Securities seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Debentures. The Debentures may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security Debenture shall be dated the date of its authentication by the Trustee. . (b) A Security Debenture shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. . (c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series Debentures executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, Debentures signed by an Officerits President or any Executive Vice President and its Chief Financial Officer or the Treasurer or any Assistant Treasurer, and the Trustee in accordance with such written order shall is authorized to authenticate and deliver such Securities. Upon Debentures. (d) In authenticating such Debentures and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Debentures, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 10.1) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. . (e) The Trustee shall not be required to authenticate such Securities Debentures if the issue of such Securities Debentures pursuant to this Indenture will shall affect the Trustee’s 's own rights, duties or immunities under the Securities Debentures and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentications. The Securities shall be signed on behalf of the Company by its President, or one of its OfficersVice Presidents, or its Treasurer, or one of its Assistant Treasurers, or its Secretary, or one of its Assistant Secretaries, under its corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time a President or Vice President thereof, or of execution)any Person who shall have been a Secretary or Assistant Secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such the President or a Vice President, or the Secretary or an officer Assistant Secretary, of the Company. The seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated In authenticating such Securities and delivered hereunder and that accepting the holder is entitled additional responsibilities under this Indenture in relation to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an Officer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities under this Indenture, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 7.01) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. (a) The Securities Debentures shall be signed on behalf of the Company by its President or one of its OfficersExecutive Vice Presidents or Chief Financial Officer or Treasurer, under its corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time a President or Executive Vice President thereof, or of execution)any Person who shall have been a Secretary or Assistant Secretary thereof, notwithstanding the fact that at the time the Securities Debentures shall be authenticated and delivered or disposed of such Person shall have ceased to be such the President or a Vice President, or the Secretary or an officer Assistant Secretary, of the Company (and any such signature shall be binding on the Company). The Securities seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Debentures. The Debentures may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security Debenture shall be dated the date of its authentication by the Trustee. . (b) A Security Debenture shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. . (c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series Debentures executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, Debentures signed by an Officerits President or any Executive Vice President and its Chief Financial Officer or the Treasurer or any Assistant Treasurer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon Debentures. (d) In authenticating such Debentures and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Debentures, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 9.1) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. . (e) The Trustee shall not be required to authenticate such Securities Debentures if the issue of such Securities Debentures pursuant to this Indenture will shall affect the Trustee’s 's own rights, duties or immunities under the Securities Debentures and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentications. The Securities shall be signed executed on behalf of the Company by any two of its officers among the Chief Financial Officer, the Treasurer and an Assistant Treasurer and attested by its Secretary or one of its OfficersAssistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time a Chief Financial Officer, Treasurer or Assistant Treasurer thereof, or of execution)any Person who shall have been a Secretary or Assistant Secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such the Chief Financial Officer, Treasurer or Assistant Treasurer, or the Secretary or an officer Assistant Secretary, of the Company. The Securities may contain such notations, legends or endorsements as are required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder of such Security is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an its Chief Financial Officer, Treasurer or any Assistant Treasurer and its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon In authenticating such Securities and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Securities, the Trustee shall be provided with, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 7.01) shall be fully protected in relying upon, upon (1a) an Officers’ Certificate or executed supplemental indenture setting forth the form and terms of the Securities as required pursuant to Section 2.01 and (b) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions precedent specified in such Opinion of Counsel, will be valid and binding obligations of the Company entitled to the execution, authentication and delivery of such Securities are in conformity with the provisions benefits of this Indenture, and enforceable against the Company in accordance with their terms, except to the extent that enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws now or hereafter in effect relating to creditors’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. The Securities shall be signed on behalf of the Company by one two Authorized Officers of its Officersthe Company. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time of execution)Authorized Officer, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such an officer of the CompanyAuthorized Officer. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an Officertwo Authorized Officers, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon In authenticating such Securities and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Securities, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 7.01) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. (a) The Securities Debentures shall be signed on behalf of the Company by one of its OfficersPresident or Chairman. Signatures may be in the form of a manual or facsimile signature. Upon written notice from the Company's President or Chairman, the Trustee is authorized to affix facsimile signatures of the Company's appropriate officers to Debentures on behalf of the Company. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time of execution)a President or Chairman thereof, notwithstanding the fact that at the time the Securities Debentures shall be authenticated and delivered or disposed of such Person shall have ceased to be such an officer the President or Chairman of the Company. The Securities seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Debentures. The Debentures may contain such notations, legends or endorsements required by law, stock exchange rule law or usage. Each Security Debenture shall be dated the date of its authentication by the Trustee. . (b) A Security Debenture shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. . (c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series Debentures executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, Debentures signed by an Officer, its President or Chairman and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon Debentures. (d) In authenticating such Debentures and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Debentures, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 9.1) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. . (e) The Trustee shall not be required to authenticate such Securities Debentures if the issue of such Securities Debentures pursuant to this Indenture will shall affect the Trustee’s 's own rights, duties or immunities under the Securities Debentures and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentications. The Securities shall be signed on behalf of the Company by its Chairman, or one of its OfficersVice President together with its Treasurer, or one of its Assistant Treasurers, or its Secretary, or one of its Assistant Secretaries, under its corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time a Chairman or Vice President thereof, or of execution)any Person who shall have been a Secretary or Assistant Secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such the Chairman or a Vice President, or the Secretary or an officer Assistant Secretary, of the Company. The seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an Officerits Chairman or any Vice President and its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon In authenticating such Securities and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Securities, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 7.01) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. The Securities shall be signed on behalf of the Company by one of its Officers. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time of execution)Officer, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such an officer of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time ​ ​ and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company Order for the authentication and delivery of such Securities, signed by an Officer, and the Trustee in accordance with such written order Company Order shall authenticate and deliver such Securities. Upon In authenticating such Securities and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Securities, the Trustee shall be provided withreceive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 7.01) shall be fully protected in conclusively relying upon, (1) an Officer’s Certificate and an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture, that all conditions precedent in connection with the issuance, authentication and delivery of such Securities have been met and that such Securities are legal, valid and binding obligations against the Company, enforceable against it in accordance with its terms, subject to customary exceptions and qualifications. 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 that is not reasonably acceptable to the Trustee.

Execution and Authentications. (a) The Securities Debentures shall be signed on behalf of the Company by its Chief Executive Officer, President or one of its OfficersVice Presidents, under its corporate seal, if any, attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time a Chief Executive Officer, President or Vice President thereof, or of execution)any Person who shall have been a Secretary or Assistant Secretary thereof, notwithstanding the fact that at the time the Securities Debentures shall be authenticated and -13- delivered or disposed of such Person shall have ceased to be the Chief Executive Officer, President or a Vice President, or the Secretary or an Assistant Secretary, of the Company (and any such an officer signature shall be binding on the Company). The corporate seal of the Company, if any, may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Debentures. The Securities Debentures may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security Debenture shall be dated the date of its authentication by the Trustee. A Security Debenture shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. . (b) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series Debentures executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, Debentures signed by an its Chief Executive Officer, President or any Vice President and its Treasurer or any Assistant Treasurer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon Debentures. (c) In authenticating such Debentures and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Debentures, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 9.1(b)) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. . (d) The Trustee shall not be required to authenticate such Securities Debentures if the issue of such Securities Debentures pursuant to this Indenture will shall affect the Trustee’s 's own rights, duties or immunities under the Securities Debentures and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Execution and Authentications. (a) The Securities Debentures shall be signed on behalf of the Company by its Chief Executive Officer, President or one of its OfficersVice Presidents, under its corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual manual, imprinted or facsimile signature. The Company may use the imprinted or facsimile signature of any Person who shall have been an Officer (at the time a Chief Executive Officer, President or Vice President thereof, or of execution)any Person who shall have been a Secretary or Assistant Secretary thereof, notwithstanding the fact that at the time the Securities Debentures shall be authenticated and delivered or disposed of such Person shall have ceased to be such the Chief Executive Officer, President or a Vice President, or the Secretary or an officer Assistant Secretary, of the Company. The Securities seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Debentures. The Debentures may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security Debenture shall be dated the date of its authentication by the Trustee. . (b) A Security Debenture shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. . (c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series Debentures executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, Debentures signed by an its Chief Executive Officer, President or any Vice President and its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon Debentures. (d) In authenticating such Debentures and accepting the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities additional responsibilities under this IndentureIndenture in relation to such Debentures, the Trustee shall be provided withentitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 9.1) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication form and delivery of such Securities are terms thereof have been established in conformity with the provisions of this Indenture. . (e) The Trustee shall not be required to authenticate such Securities Debentures if the issue of such Securities Debentures pursuant to this Indenture will shall affect the Trustee’s 's own rights, duties or immunities under the Securities Debentures and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee. (f) Debentures distributed to holders of Global Preferred Securities (as defined in the Trust Agreement) upon the dissolution of the Trust shall be distributed in the form of one or more Global Debentures registered in the name of a Depositary or its nominee, and deposited with the Debenture Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Debentures represented thereby (or such other accounts as they may direct). Debentures distributed to holders of Preferred Securities other than Global Preferred Securities upon the dissolution of the Trust shall not be issued in the form of a Global Debenture or any other form intended to facilitate book-entry trading in beneficial interests in such Debentures.