Common use of Execution, Authentication and Delivery of Securities Clause in Contracts

Execution, Authentication and Delivery of Securities. The Securities shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of Directors, Vice Chairman of the Board of Directors or any Officer of the Company. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with such Company Order shall authenticate and deliver such Securities, without any further action by the Company hereunder. Only such Securities as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Security attached as Exhibit A hereto, executed manually or by facsimile by an authorized officer of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or such an authenticating agent) 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 Holder is entitled to the benefits of this Indenture. In case the Chairman or Vice Chairman of the Board of Directors or the Officer of the Company who shall have signed any of the Securities shall cease to be such Chairman, Vice Chairman or Officer before the Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the person who signed such Securities had not ceased to be such Chairman, Vice Chairman or Officer; 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 Chairman or Vice Chairman of the Board of Directors or any Officers of the Company, although at the date of the execution of this Indenture any such person was not such a Chairman, Vice Chairman or Officer.

Execution, Authentication and Delivery of Securities. (a) The Securities shall will be signed in the name and executed on behalf of the Company by the Chief Executive Officer or the President of the Company and attested by the Treasurer or the Secretary of the Company under its corporate seal. The signature of any of these officers on the Securities may be manual or facsimile. The seal of the Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted, or otherwise reproduced on the Securities. (b) Only such Securities bearing the Trustee's certificate of authentication, signed manually by the Trustee, will be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such execution of the certificate of authentication by the Trustee upon any Securities executed by the Company will be conclusive evidence that the Securities so authenticated have been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 2.08, for all purposes of this Indenture such Security will be deemed never to have been authenticated and delivered hereunder and will never be entitled to the benefits of this Indenture. (c) Securities bearing the manual or facsimile signature signatures of its Chairman individuals who were at any time the proper officers of the Board of DirectorsCompany will bind the Company, Vice Chairman of the Board of Directors notwithstanding that such individuals or any Officer of them have ceased to hold such offices prior to the Company. authentication and delivery of such Securities or did not hold such offices at the date of such Securities. (d) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with such the Company Order shall will authenticate and deliver make such Securities available for delivery. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Sections 2.01 and 2.02, in authenticating such Securities, without any further action by and accepting the Company hereunder. Only additional responsibilities under this Indenture in relation to such Securities as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Security attached as Exhibit A heretoSecurities, executed manually or by facsimile by an authorized officer of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall will be entitled to receive, and (subject to Section 10.01) will be fully protected in relying upon, an Opinion of Counsel stating (i) if the benefits form of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or such an authenticating agent) upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated Securities has been duly authenticated and delivered hereunder and established by or pursuant to a Board Resolution as permitted by Section 2.02, that such form has been established in conformity with the Holder is entitled to the benefits provisions of this Indenture. In case , (ii) if the Chairman or Vice Chairman terms of the Board of Directors or the Officer of the Company who shall have signed any of the such Securities shall cease to be such Chairman, Vice Chairman or Officer before the Securities so signed shall have been established by or pursuant to a Board Resolution as permitted by Section 2.01, that such terms have been established in conformity with the provisions of this Indenture, and (iii) that such Securities, when authenticated and delivered by the Trustee, or disposed of Trustee and issued by the CompanyCompany in the manner and subject to any conditions specified in such Opinion of Counsel, such Securities nevertheless may be authenticated will constitute valid and delivered or disposed of as though the person who signed such Securities had not ceased to be such Chairman, Vice Chairman or Officer; and any Security may be signed on behalf binding obligations of the Company enforceable in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, or other laws of general applicability relating to or affecting creditors' rights and by general principles of equity. (e) Notwithstanding the provisions of Sections 2.01 and 2.04(d), if all Securities of a series are not to be originally issued at one time, it will not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 2.01 or the Company Order and Opinion of Counsel otherwise required pursuant to Section 2.04(d) at or prior to the time of authentication of each Security of such persons as, series if such documents are delivered at or prior to the actual date authentication upon original issuance of the execution first Security of such Security, shall series to be the Chairman or Vice Chairman of the Board of Directors or any Officers of the Company, although at the date of the execution of this Indenture any such person was not such a Chairman, Vice Chairman or Officerissued.

Execution, Authentication and Delivery of Securities. (a) The Securities shall will be signed in the name and executed on behalf of the Company by any one of the President, the Chief Financial Officer, or any Vice President of the Company. The signature of any of these officers on the Securities may be manual or facsimile. (b) Only such Securities bearing the Trustee’s certificate of authentication, signed manually by the Trustee, will be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such execution of the certificate of authentication by the Trustee upon any Securities executed by the Company will be conclusive evidence that the Securities so authenticated have been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 2.08, for all purposes of this Indenture such Security will be deemed never to have been authenticated and delivered hereunder and will never be entitled to the benefits of this Indenture. (c) Securities bearing the manual or facsimile signature signatures of its Chairman individuals who were at any time the proper officers of the Board of DirectorsCompany will bind the Company, Vice Chairman of the Board of Directors notwithstanding that such individuals or any Officer of them have ceased to hold such offices prior to the Company. authentication and delivery of such Securities or did not hold such offices at the date of such Securities. (d) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee will authenticate and deliver such Securities in accordance with such Company Order shall authenticate Order. If the terms or form of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Sections 2.01 and deliver 2.02, in authenticating such Securities, without any further action by and accepting the Company hereunder. Only additional responsibilities under this Indenture in relation to such Securities as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Security attached as Exhibit A heretoSecurities, executed manually or by facsimile by an authorized officer of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall will be entitled to receive, and (subject to Section 9.01) will be fully protected in relying upon, an Opinion of Counsel stating: (i) if the benefits form of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or such an authenticating agent) upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated Securities has been duly authenticated and delivered hereunder and established by or pursuant to a Board Resolution as permitted by Section 2.02, that such form has been established in conformity with the Holder is entitled to the benefits provisions of this Indenture. In case ; (ii) if the Chairman or Vice Chairman terms of the Board of Directors or the Officer of the Company who shall have signed any of the such Securities shall cease to be such Chairman, Vice Chairman or Officer before the Securities so signed shall have been established by or pursuant to a Board Resolution as permitted by Section 2.01, that such terms have been established in conformity with the provisions of this Indenture; and (iii) that such Securities, when authenticated and delivered by the Trustee, or disposed of Trustee and issued by the CompanyCompany in the manner and subject to any conditions specified in such Opinion of Counsel, such Securities nevertheless may be authenticated will constitute valid and delivered or disposed of as though the person who signed such Securities had not ceased to be such Chairman, Vice Chairman or Officer; and any Security may be signed on behalf binding obligations of the Company enforceable in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, or other laws relating to or affecting creditors’ rights and by general principles of equity. (e) Notwithstanding the provisions of Sections 2.01 and 2.04(d), if all Securities of a series are not to be originally issued at one time, it will not be necessary to deliver the Officer’s Certificate otherwise required pursuant to Section 2.01 or the Company Order and Opinion of Counsel otherwise required pursuant to Section 2.04(d) at or prior to the time of authentication of each Security of such persons as, series if such documents are delivered at or prior to the actual date authentication upon original issuance of the execution first Security of such Security, shall series to be the Chairman or Vice Chairman of the Board of Directors or any Officers of the Company, although at the date of the execution of this Indenture any such person was not such a Chairman, Vice Chairman or Officerissued.

Execution, Authentication and Delivery of Securities. (a) The Securities shall will be signed in the name and executed on behalf of the Company by the manual Chairman or facsimile signature of its any Vice Chairman of the Company Board of Directors, the Chief Executive Officer, the President, or any Vice Chairman President of the Board of Directors Company and attested by the Treasurer, the Secretary, any Assistant Treasurer, or any Officer Assistant Secretary of the Company under its corporate seal. The signature of any of these officers on the Securities may be manual or facsimile. The seal of the Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted, or otherwise reproduced on the Securities. (b) Only such Securities bearing the Trustee's certificate of authentication, signed manually by the Trustee, will be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such execution of the certificate of authentication by the Trustee upon any Securities executed by the Company will be conclusive evidence that the Securities so authenticated have been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company. , and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 2.08, for all purposes of this Indenture such Security will be deemed never to have been authenticated and delivered hereunder and will never be entitled to the benefits of this Indenture. (c) Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company will bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. (d) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with such the Company Order shall will authenticate and deliver such Securities, without any further action by the Company hereunder. Only such Securities as shall bear thereon a certificate of authentication substantially in If the form set forth on the Form of Security attached as Exhibit A hereto, executed manually or by facsimile by an authorized officer terms of the Trustee (Securities of the series have been established in or an pursuant to one or more Company Board Resolutions as permitted by Sections 2.01 and 2.02, in authenticating agent appointed by such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee as provided by Section 17.10), shall will be entitled to receive, and (subject to Section 9.01) will be fully protected in relying upon, (i) an Opinion of Counsel stating: 1) if the benefits form of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or such an authenticating agent) upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated Securities has been duly authenticated and delivered hereunder and established by or pursuant to a Company Board Resolution as permitted by Section 2.02, that such form has been established in conformity with the Holder is entitled to the benefits provisions of this Indenture. In case , 2) if the Chairman or Vice Chairman terms of the Board of Directors or the Officer of the Company who shall have signed any of the such Securities shall cease to be such Chairman, Vice Chairman or Officer before the Securities so signed shall have been established by or pursuant to a Company Board Resolution as permitted by Section 2.01, that such terms have been established in conformity with the provisions of this Indenture, 3) all conditions precedent to the authentication and delivery of such Securities have been complied with and that such Securities, when authenticated and delivered by the Trustee, or disposed of Trustee and issued by the CompanyCompany in the manner and subject to any conditions specified in such Opinion of Counsel, such Securities nevertheless may be authenticated will constitute valid and delivered or disposed of as though the person who signed such Securities had not ceased to be such Chairman, Vice Chairman or Officer; and any Security may be signed on behalf binding obligations of the Company enforceable in accordance with their terms, except as the enforceability thereof may be limited by such persons asbankruptcy, at the actual date insolvency, reorganization, moratorium, or other laws relating to or affecting creditors' rights and by general principles of equity; 4) that all laws and requirements in respect of the execution and delivery by the Company of such SecuritySecurities have been complied with; and 5) this Indenture has been qualified under the Trust Indenture Act. (ii) a Company Officer's Certificate and a Guarantor Officer's Certificate, shall be in each case stating that to the Chairman or Vice Chairman best knowledge of the Board Persons executing such certificate, all conditions precedent to the execution, authentication and delivery of Directors such Securities have been complied with, and no event which is, or after notice or lapse of time would become, an Event of Default with respect to any Officers Securities shall have occurred and be continuing. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders. (e) Notwithstanding the provisions of Sections 2.01 and 2.04(d), if all Securities of a series are not to be originally issued at one time, it will not be necessary to deliver the Company Officer's Certificate and the Guarantor Officer's Certificate otherwise required pursuant to Section 2.01 or the Company Order and Opinion of Counsel otherwise required pursuant to Section 2.04(d) at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the Company, although at the date first Security of the execution of this Indenture any such person was not such a Chairman, Vice Chairman or Officerseries to be issued.

Execution, Authentication and Delivery of Securities. (a) The Securities shall will be signed in the name and executed on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of Directors, the Chief Executive Officer, the President, or any Vice Chairman President of the Board of Directors Company and attested by the Chief Financial Officer, Treasurer, the Secretary, any Assistant Treasurer, or any Officer Assistant Secretary of the Company under its corporate seal, if required by law to be so sealed. The signature of any of these officers on the Securities may be manual or facsimile. The seal of the Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted, or otherwise reproduced on the Securities. (b) Only such Securities bearing the Trustee's certificate of authentication, signed manually by the Trustee, will be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such execution of the certificate of authentication by the Trustee upon any Securities executed by the Company will be conclusive evidence that the Securities so authenticated have been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company. , and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 2.08, for all purposes of this Indenture such Security will be deemed never to have been authenticated and delivered hereunder and will never be entitled to the benefits of this Indenture. (c) Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company will bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. (d) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with such the Company Order shall will authenticate and deliver such Securities, without any further action by the Company hereunder. Only such Securities as shall bear thereon a certificate of authentication substantially in If the form set forth on the Form of Security attached as Exhibit A hereto, executed manually or by facsimile by an authorized officer terms of the Trustee (Securities of the series have been established in or an pursuant to one or more Board Resolutions as permitted by Sections 2.01 and 2.02, in authenticating agent appointed by such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee as provided by Section 17.10), shall will be entitled to receive, and (subject to Section 9.01) will be fully protected in relying upon, an Opinion of Counsel stating (i) if the benefits form of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or such an authenticating agent) upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated Securities has been duly authenticated and delivered hereunder and established by or pursuant to a Board Resolution as permitted by Section 2.02, that such form has been established in conformity with the Holder is entitled to the benefits provisions of this Indenture. In case , (ii) if the Chairman or Vice Chairman terms of the Board of Directors or the Officer of the Company who shall have signed any of the such Securities shall cease to be such Chairman, Vice Chairman or Officer before the Securities so signed shall have been established by or pursuant to a Board Resolution as permitted by Section 2.01, that such terms have been established in conformity with the provisions of this Indenture, and (iii) that such Securities, when authenticated and delivered by the Trustee, or disposed of Trustee and issued by the CompanyCompany in the manner and subject to any conditions specified in such Opinion of Counsel, such Securities nevertheless may be authenticated will constitute valid and delivered or disposed of as though the person who signed such Securities had not ceased to be such Chairman, Vice Chairman or Officer; and any Security may be signed on behalf binding obligations of the Company enforceable in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, or other laws relating to or affecting creditors' rights and by general principles of equity. (e) Notwithstanding the provisions of Sections 2.01 and 2.04(d), if all Securities of a series are not to be originally issued at one time, it will not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 2.01 or the Company Order and Opinion of Counsel otherwise required pursuant to Section 2.04(d) at or prior to the time of authentication of each Security of such persons as, series if such documents are delivered at or prior to the actual date authentication upon original issuance of the execution first Security of such Security, shall series to be the Chairman or Vice Chairman of the Board of Directors or any Officers of the Company, although at the date of the execution of this Indenture any such person was not such a Chairman, Vice Chairman or Officerissued.

Execution, Authentication and Delivery of Securities. (a) The Securities shall will be signed in the name and executed on behalf of the Company by the manual Chairman or facsimile signature of its any Vice Chairman of the Board of Directors, the Chief Executive Officer, the President, or any Vice Chairman President of the Board of Directors Company and attested by the Treasurer, the Secretary, any Assistant Treasurer, or any Officer Assistant Secretary of the Company under its corporate seal. The signature of any of these officers on the Securities may be manual or facsimile. The seal of the Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted, or otherwise reproduced on the Securities. (b) Only such Securities bearing the Trustee's certificate of authentication, signed manually by the Trustee, will be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such execution of the certificate of authentication by the Trustee upon any Securities executed by the Company will be conclusive evidence that the Securities so authenticated have been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company. , and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 2.08, for all purposes of this Indenture such Security will be deemed never to have been authenticated and delivered hereunder and will never be entitled to the benefits of this Indenture. (c) Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company will bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. (d) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with such the Company Order shall will authenticate and deliver such Securities as provided in this Indenture and not otherwise. If the terms or form of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Sections 2.01 and 2.02, in authenticating such Securities, without any further action by and accepting the Company hereunder. Only additional responsibilities under this Indenture in relation to such Securities as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Security attached as Exhibit A heretoSecurities, executed manually or by facsimile by an authorized officer of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall will be entitled to receive, and (subject to Section 9.01) will be fully protected in relying upon, an Opinion of Counsel stating (i) if the benefits terms of this Indenture such Securities have been established by or be valid or obligatory for any purpose. Such certificate pursuant to a Board Resolution as permitted by Section 2.01, that such terms have been established in conformity with the Trustee (or such an authenticating agent) 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 Holder is entitled to the benefits provisions of this Indenture. In case , (ii) if the Chairman form of such Securities has been established by or Vice Chairman pursuant to a Board Resolution as permitted by Section 2.02, that such form has been established in conformity with the provisions of the Board of Directors or the Officer of the Company who shall have signed any of the Securities shall cease to be this Indenture, and (iii) that such ChairmanSecurities, Vice Chairman or Officer before the Securities so signed shall have been when authenticated and delivered by the Trustee, or disposed of Trustee and issued by the CompanyCompany in the manner and subject to any conditions specified in such Opinion of Counsel, such Securities nevertheless may be authenticated will constitute valid and delivered or disposed of as though the person who signed such Securities had not ceased to be such Chairman, Vice Chairman or Officer; and any Security may be signed on behalf binding obligations of the Company enforceable in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, or other laws relating to or affecting creditors' rights and by general principles of equity. (e) Notwithstanding the provisions of Sections 2.01 and 2.04(d), if all Securities of a series are not to be originally issued at one time, it will not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 2.01 or the Company Order and Opinion of Counsel otherwise required pursuant to Section 2.04(d) at or prior to the time of authentication of each Security of such persons as, series if such documents are delivered at or prior to the actual date authentication upon original issuance of the execution first Security of such Security, shall series to be the Chairman or Vice Chairman of the Board of Directors or any Officers of the Company, although at the date of the execution of this Indenture any such person was not such a Chairman, Vice Chairman or Officerissued.

Execution, Authentication and Delivery of Securities. (a) The Securities shall will be signed in the name and executed on behalf of the Company by the Chief Executive Officer or the President of the Company and attested by the Treasurer or the Secretary of the Company under its corporate seal. The signature of any of these officers on the Securities may be manual or facsimile. The seal of the Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted, or otherwise reproduced on the Securities. (b) Only such Securities bearing the Trustee's certificate of authentication, signed manually by the Trustee, will be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such execution of the certificate of authentication by the Trustee upon any Securities executed by the Company will be conclusive evidence that the Securities so authenticated have been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 2.08, for all purposes of this Indenture such Security will be deemed never to have been authenticated and delivered hereunder and will never be entitled to the benefits of this Indenture. (c) Securities bearing the manual or facsimile signature signatures of its Chairman individuals who were at any time the proper officers of the Board of DirectorsCompany will bind the Company, Vice Chairman of the Board of Directors notwithstanding that such individuals or any Officer of them have ceased to hold such offices prior to the Company. authentication and delivery of such Securities or did not hold such offices at the date of such Securities. (d) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with such the Company Order shall will authenticate and deliver make such Securities available for delivery. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Sections 2.01 and 2.02, in authenticating such Securities, without any further action by and accepting the Company hereunder. Only additional responsibilities under this Indenture in relation to such Securities as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Security attached as Exhibit A heretoSecurities, executed manually or by facsimile by an authorized officer of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall will be entitled to receive, and (subject to Section 11.01) will be fully protected in relying upon, an Opinion of Counsel stating (i) if the benefits form of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or such an authenticating agent) upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated Securities has been duly authenticated and delivered hereunder and established by or pursuant to a Board Resolution as permitted by Section 2.02, that such form has been established in conformity with the Holder is entitled to the benefits provisions of this Indenture. In case , (ii) if the Chairman or Vice Chairman terms of the Board of Directors or the Officer of the Company who shall have signed any of the such Securities shall cease to be such Chairman, Vice Chairman or Officer before the Securities so signed shall have been established by or pursuant to a Board Resolution as permitted by Section 2.01, that such terms have been established in conformity with the provisions of this Indenture, and (iii) that such Securities, when authenticated and delivered by the Trustee, or disposed of Trustee and issued by the CompanyCompany in the manner and subject to any conditions specified in such Opinion of Counsel, such Securities nevertheless may be authenticated will constitute valid and delivered or disposed of as though the person who signed such Securities had not ceased to be such Chairman, Vice Chairman or Officer; and any Security may be signed on behalf binding obligations of the Company enforceable in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, or other laws of general applicability relating to or affecting creditors' rights and by general principles of equity. (e) Notwithstanding the provisions of Sections 2.01 and 2.04(d), if all Securities of a series are not to be originally issued at one time, it will not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 2.01 or the Company Order and Opinion of Counsel otherwise required pursuant to Section 2.04(d) at or prior to the time of authentication of each Security of such persons as, series if such documents are delivered at or prior to the actual date authentication upon original issuance of the execution first Security of such Security, shall series to be the Chairman or Vice Chairman of the Board of Directors or any Officers of the Company, although at the date of the execution of this Indenture any such person was not such a Chairman, Vice Chairman or Officerissued.

Execution, Authentication and Delivery of Securities. (a) The Securities shall will be signed in the name and executed on behalf of the Company by the manual Chairman or facsimile signature of its any Vice Chairman of the Board of Directors, the Chief Executive Officer, the President, or any Vice Chairman President of the Board of Directors Company and attested by the Treasurer, the Secretary, any Assistant Treasurer, or any Officer Assistant Secretary of the Company under its corporate seal. The signature of any of these officers on the Securities may be manual or facsimile. The seal of the Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted, or otherwise reproduced on the Securities. (b) Only such Securities bearing the Trustee's certificate of authentication, signed manually by the Trustee, will be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such execution of the certificate of authentication by the Trustee upon any Securities executed by the Company will be conclusive evidence that the Securities so authenticated have been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company. , and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 2.08, for all purposes of this Indenture such Security will be deemed never to have been authenticated and delivered hereunder and will never be entitled to the benefits of this Indenture. (c) Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company will bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. (d) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee will authenticate and deliver such Securities in accordance with such Company Order shall authenticate Order. If the terms or form of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Sections 2.01 and deliver 2.02, in authenticating such Securities, without any further action by and accepting the Company hereunder. Only additional responsibilities under this Indenture in relation to such Securities as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Security attached as Exhibit A heretoSecurities, executed manually or by facsimile by an authorized officer of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall will be entitled to receive, and (subject to Section 9.01) will be fully protected in relying upon, an Opinion of Counsel stating (i) if the benefits terms of this Indenture such Securities have been established by or be valid or obligatory for any purpose. Such certificate pursuant to a Board Resolution as permitted by Section 2.01, that such terms have been established in conformity with the Trustee (or such an authenticating agent) 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 Holder is entitled to the benefits provisions of this Indenture. In case , (ii) if the Chairman form of such Securities has been established by or Vice Chairman pursuant to a Board Resolution as permitted by Section 2.02, that such form has been established in conformity with the provisions of the Board of Directors or the Officer of the Company who shall have signed any of the Securities shall cease to be this Indenture, and (iii) that such ChairmanSecurities, Vice Chairman or Officer before the Securities so signed shall have been when authenticated and delivered by the Trustee, or disposed of Trustee and issued by the CompanyCompany in the manner and subject to any conditions specified in such Opinion of Counsel, such Securities nevertheless may be authenticated will constitute valid and delivered or disposed of as though the person who signed such Securities had not ceased to be such Chairman, Vice Chairman or Officer; and any Security may be signed on behalf binding obligations of the Company enforceable in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, or other laws relating to or affecting creditors' rights and by general principles of equity. (e) Notwithstanding the provisions of Sections 2.01 and 2.04(d), if all Securities of a series are not to be originally issued at one time, it will not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 2.01 or the Company Order and Opinion of Counsel otherwise required pursuant to Section 2.04(d) at or prior to the time of authentication of each Security of such persons as, series if such documents are delivered at or prior to the actual date authentication upon original issuance of the execution first Security of such Security, shall series to be the Chairman or Vice Chairman of the Board of Directors or any Officers of the Company, although at the date of the execution of this Indenture any such person was not such a Chairman, Vice Chairman or Officerissued.

Execution, Authentication and Delivery of Securities. (a) The Securities shall will be signed in the name and executed on behalf of the Company by the manual Chairman or facsimile signature of its any Vice Chairman of the Board of Directors, the Chief Executive Officer, the President, or any Vice Chairman President of the Board of Directors Company and attested by the Treasurer, the Secretary, any Assistant Treasurer, or any Officer Assistant Secretary of the Company under its corporate seal. The signature of any of these officers on the Securities may be manual or facsimile. The seal of the Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted, or otherwise reproduced on the Securities. (b) Only such Securities bearing the Trustee's certificate of authentication, signed manually by the Trustee, will be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such execution of the certificate of authentication by the Trustee upon any Securities executed by the Company will be conclusive evidence that the Securities so authenticated have been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company. , and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 2.08, for all purposes of this Indenture such Security will be deemed never to have been authenticated and delivered hereunder and will never be entitled to the benefits of this Indenture. (c) Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company will bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. (d) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee will authenticate and deliver such Securities in accordance with such Company Order shall authenticate Order. If the terms or form of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Sections 2.01 and deliver 2.02, in authenticating such Securities, without any further action by and accepting the Company hereunder. Only additional responsibilities under this Indenture in relation to such Securities as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Security attached as Exhibit A heretoSecurities, executed manually or by facsimile by an authorized officer of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall will be entitled to receive, and (subject to Section 9.01) will be fully protected in relying upon, an Opinion of Counsel stating (i) if the benefits terms of this Indenture such Securities have been established by or be valid or obligatory for any purpose. Such certificate pursuant to a Board Resolution as permitted by Section 2.01, that such terms have been established in conformity with the Trustee (or such an authenticating agent) 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 Holder is entitled to the benefits provisions of this Indenture. In case , (ii) if the Chairman form of such Securities has been 20 established by or Vice Chairman pursuant to a Board Resolution as permitted by Section 2.02, that such form has been established in conformity with the provisions of the Board of Directors or the Officer of the Company who shall have signed any of the Securities shall cease to be this Indenture, and (iii) that such ChairmanSecurities, Vice Chairman or Officer before the Securities so signed shall have been when authenticated and delivered by the Trustee, or disposed of Trustee and issued by the CompanyCompany in the manner and subject to any conditions specified in such Opinion of Counsel, such Securities nevertheless may be authenticated will constitute valid and delivered or disposed of as though the person who signed such Securities had not ceased to be such Chairman, Vice Chairman or Officer; and any Security may be signed on behalf binding obligations of the Company enforceable in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, or other laws relating to or affecting creditors' rights and by general principles of equity. (e) Notwithstanding the provisions of Sections 2.01 and 2.04(d), if all Securities of a series are not to be originally issued at one time, it will not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 2.01 or the Company Order and Opinion of Counsel otherwise required pursuant to Section 2.04(d) at or prior to the time of authentication of each Security of such persons as, series if such documents are delivered at or prior to the actual date authentication upon original issuance of the execution first Security of such Security, shall series to be the Chairman or Vice Chairman of the Board of Directors or any Officers of the Company, although at the date of the execution of this Indenture any such person was not such a Chairman, Vice Chairman or Officerissued.

Execution, Authentication and Delivery of Securities. (a) The Securities shall will be signed in the name and executed on behalf of the Company by the manual Chairman or facsimile signature of its any Vice Chairman of the Board of Directors, the Chief Executive Officer, the President, or any Vice Chairman President of the Board of Directors Company and attested by the Treasurer, the Secretary, any Assistant Treasurer, or any Officer Assistant Secretary of the Company under its corporate seal. The signature of any of these officers on the Securities may be manual or facsimile. The seal of the Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted, or otherwise reproduced on the Securities. (b) Only such Securities bearing the Trustee’s certificate of authentication, signed manually by the Trustee, will be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such execution of the certificate of authentication by the Trustee upon any Securities executed by the Company will be conclusive evidence that the Securities so authenticated have been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company. , and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 2.08, for all purposes of this Indenture such Security will be deemed never to have been authenticated and delivered hereunder and will never be entitled to the benefits of this Indenture. (c) Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company will bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. (d) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with such the Company Order shall will authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Sections 2.01 and 2.02, without any further action by in authenticating such Securities, and accepting the Company hereunder. Only additional responsibilities under this Indenture in relation to such Securities, the Trustee shall receive, and (subject to Section 9.01) will be fully protected in relying upon, an Opinion of Counsel stating: (i) if the form of such Securities has been established by or pursuant to a Board Resolution as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Security attached as Exhibit A hereto, executed manually or by facsimile by an authorized officer of the Trustee (or an authenticating agent appointed by the Trustee as provided permitted by Section 17.10)2.02, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or that such an authenticating agent) upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated form has been duly authenticated and delivered hereunder and that established in conformity with the Holder is entitled to the benefits provisions of this Indenture. In case , (ii) if the Chairman or Vice Chairman terms of the Board of Directors or the Officer of the Company who shall have signed any of the such Securities shall cease to be such Chairman, Vice Chairman or Officer before the Securities so signed shall have been established by or pursuant to a Board Resolution as permitted by Section 2.01, that such terms have been established in conformity with the provisions of this Indenture, (iii) that such Securities, when authenticated and delivered by the Trustee, or disposed of Trustee and issued by the CompanyCompany in the manner and subject to any conditions specified in such Opinion of Counsel, such Securities nevertheless may be authenticated will constitute valid and delivered or disposed of as though the person who signed such Securities had not ceased to be such Chairman, Vice Chairman or Officer; and any Security may be signed on behalf binding obligations of the Company enforceable in accordance with their terms, except as the enforceability thereof may be limited by such persons asbankruptcy, at the actual date insolvency, reorganization, moratorium, or other laws relating to or affecting creditors’ rights and by general principles of equity; and (iv) that all laws and requirements in respect of the execution and delivery by the Company of such SecuritySecurities have been complied with. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders. (e) Notwithstanding the provisions of Sections 2.01 and 2.04(d), if all Securities of a series are not to be originally issued at one time, it will not be necessary to deliver the Chairman Officer’s Certificate otherwise required pursuant to Section 2.01 or Vice Chairman the Company Order and Opinion of Counsel otherwise required pursuant to Section 2.04(d) at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the Board first Security of Directors or any Officers of the Company, although at the date of the execution of this Indenture any such person was not such a Chairman, Vice Chairman or Officerseries to be issued.

Execution, Authentication and Delivery of Securities. (a) The Securities shall will be signed in the name and executed on behalf of the Company by the manual Chairman or facsimile signature of its any Vice Chairman of the Board of Directors, the Chief Executive Officer, the President, or any Vice Chairman President of the Board of Directors Company and attested by the Treasurer, the Secretary, any Assistant Treasurer, or any Officer Assistant Secretary of the Company under its corporate seal. The signature of any of these officers on the Securities may be manual or facsimile. The seal of the Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted, or otherwise reproduced on the Securities. (b) Only such Securities bearing the Trustee’s certificate of authentication, signed manually by the Trustee, will be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such execution of the certificate of authentication by the Trustee upon any Securities executed by the Company will be conclusive evidence that the Securities so authenticated have been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company. , and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 2.08, for all purposes of this Indenture such Security will be deemed never to have been authenticated and delivered hereunder and will never be entitled to the benefits of this Indenture. (c) Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company will bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. (d) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with such the Company Order shall will authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Sections 2.01 and 2.02, without any further action by in authenticating such Securities, and accepting the Company hereunder. Only additional responsibilities under this Indenture in relation to such Securities, the Trustee shall receive, and (subject to Section 9.01) will be fully protected in relying upon, an Opinion of Counsel stating: (i) if the form of such Securities has been established by or pursuant to a Board Resolution as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Security attached as Exhibit A hereto, executed manually or by facsimile by an authorized officer of the Trustee (or an authenticating agent appointed by the Trustee as provided permitted by Section 17.10)2.02, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or that such an authenticating agent) upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated form has been duly authenticated and delivered hereunder and that established in conformity with the Holder is entitled to the benefits provisions of this Indenture. In case , (ii) if the Chairman or Vice Chairman terms of the Board of Directors or the Officer of the Company who shall have signed any of the such Securities shall cease to be such Chairman, Vice Chairman or Officer before the Securities so signed shall have been established by or pursuant to a Board Resolution as permitted by Section 2.01, that such terms have been established in conformity with the provisions of this Indenture, (iii) that such Securities, when authenticated and delivered by the Trustee, or disposed of Trustee and issued by the CompanyCompany in the manner and subject to any conditions specified in such Opinion of Counsel, such Securities nevertheless may be authenticated will constitute valid and delivered or disposed of as though the person who signed such Securities had not ceased to be such Chairman, Vice Chairman or Officer; and any Security may be signed on behalf binding obligations of the Company enforceable in accordance with their terms, except as the enforceability thereof may be limited by such persons asbankruptcy, at the actual date insolvency, reorganization, moratorium, or other laws relating to or affecting creditors’ rights and by general principles of equity; and (iv) that all laws and requirements in respect of the execution and delivery by the Company of such SecuritySecurities have been complied with. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section 2.04 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders. (e) Notwithstanding the provisions of Sections 2.01 and 2.04(d), if all Securities of a series are not to be originally issued at one time, it will not be necessary to deliver the Chairman Officer’s Certificate otherwise required pursuant to Section 2.01 or Vice Chairman the Company Order and Opinion of Counsel otherwise required pursuant to Section 2.04(d) at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the Board first Security of Directors or any Officers of the Company, although at the date of the execution of this Indenture any such person was not such a Chairman, Vice Chairman or Officerseries to be issued.

Execution, Authentication and Delivery of Securities. (a) The Securities shall will be signed in the name and executed on behalf of the Company by any one of the President, the Chief Financial Officer, or any Vice President of the Company and attested by the Treasurer, the Secretary, any Assistant Treasurer, or any Assistant Secretary of the Company under its corporate seal. The signature of any of these officers on the Securities may be manual or facsimile. The seal of the Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted, or otherwise reproduced on the Securities. (b) Only such Securities bearing the Trustee’s certificate of authentication, signed manually by the Trustee, will be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such execution of the certificate of authentication by the Trustee upon any Securities executed by the Company will be conclusive evidence that the Securities so authenticated have been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 2.08, for all purposes of this Indenture such Security will be deemed never to have been authenticated and delivered hereunder and will never be entitled to the benefits of this Indenture. (c) Securities bearing the manual or facsimile signature signatures of its Chairman individuals who were at any time the proper officers of the Board of DirectorsCompany will bind the Company, Vice Chairman of the Board of Directors notwithstanding that such individuals or any Officer of them have ceased to hold such offices prior to the Company. authentication and delivery of such Securities or did not hold such offices at the date of such Securities. (d) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee will authenticate and deliver such Securities in accordance with such Company Order shall authenticate Order. If the terms or form of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Sections 2.01 and deliver 2.02, in authenticating such Securities, without any further action by and accepting the Company hereunder. Only additional responsibilities under this Indenture in relation to such Securities as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Security attached as Exhibit A heretoSecurities, executed manually or by facsimile by an authorized officer of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall will be entitled to receive, and (subject to Section 9.01) will be fully protected in relying upon, an Opinion of Counsel stating: (i) if the benefits form of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or such an authenticating agent) upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated Securities has been duly authenticated and delivered hereunder and established by or pursuant to a Board Resolution as permitted by Section 2.02, that such form has been established in conformity with the Holder is entitled to the benefits provisions of this Indenture. In case ; (ii) if the Chairman or Vice Chairman terms of the Board of Directors or the Officer of the Company who shall have signed any of the such Securities shall cease to be such Chairman, Vice Chairman or Officer before the Securities so signed shall have been established by or pursuant to a Board Resolution as permitted by Section 2.01, that such terms have been established in conformity with the provisions of this Indenture; and (iii) that such Securities, when authenticated and delivered by the Trustee, or disposed of Trustee and issued by the CompanyCompany in the manner and subject to any conditions specified in such Opinion of Counsel, such Securities nevertheless may be authenticated will constitute valid and delivered or disposed of as though the person who signed such Securities had not ceased to be such Chairman, Vice Chairman or Officer; and any Security may be signed on behalf binding obligations of the Company enforceable in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, or other laws relating to or affecting creditors’ rights and by general principles of equity. (e) Notwithstanding the provisions of Sections 2.01 and 2.04(d), if all Securities of a series are not to be originally issued at one time, it will not be necessary to deliver the Officer’s Certificate otherwise required pursuant to Section 2.01 or the Company Order and Opinion of Counsel otherwise required pursuant to Section 2.04(d) at or prior to the time of authentication of each Security of such persons as, series if such documents are delivered at or prior to the actual date authentication upon original issuance of the execution first Security of such Security, shall series to be the Chairman or Vice Chairman of the Board of Directors or any Officers of the Company, although at the date of the execution of this Indenture any such person was not such a Chairman, Vice Chairman or Officerissued.

Execution, Authentication and Delivery of Securities. (a) The Securities shall will be signed in the name and executed on behalf of the Company by the Chief Executive Officer or the President of the Company and attested by the Treasurer or the Secretary of the Company under its corporate seal. The signature of any of these officers on the Securities may be manual or facsimile. The seal of the Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted, or otherwise reproduced on the Securities. (b) Only such Securities bearing the Trustee's certificate of authentication, signed manually by the Trustee, will be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such execution of the certificate of authentication by the Trustee upon any Securities executed by the Company will be conclusive evidence that the Securities so authenticated have been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 2.08, for all purposes of this Indenture such Security will be deemed never to have been authenticated and delivered hereunder and will never be entitled to the benefits of this Indenture. (c) Securities bearing the manual or facsimile signature signatures of its Chairman individuals who were at any time the proper officers of the Board of DirectorsCompany will bind the Company, Vice Chairman of the Board of Directors notwithstanding that such individuals or any Officer of them have ceased to hold such offices prior to the Company. authentication and delivery of such Securities or did not hold such offices at the date of such Securities. (d) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with such the Company Order shall will authenticate and deliver make such Securities available for delivery. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Sections 2.01 and 2.02, in authenticating such Securities, without any further action by and accepting the Company hereunder. Only additional responsibilities under this Indenture in relation to such Securities as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Security attached as Exhibit A heretoSecurities, executed manually or by facsimile by an authorized officer of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall will be entitled to receive, and (subject to Section 9.01) will be fully protected in relying upon, an Opinion of Counsel stating (i) if the benefits form of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or such an authenticating agent) upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated Securities has been duly authenticated and delivered hereunder and established by or pursuant to a Board Resolution as permitted by Section 2.02, that such form has been established in conformity with the Holder is entitled to the benefits provisions of this Indenture. In case , (ii) if the Chairman or Vice Chairman terms of the Board of Directors or the Officer of the Company who shall have signed any of the such Securities shall cease to be such Chairman, Vice Chairman or Officer before the Securities so signed shall have been established by or pursuant to a Board Resolution as permitted by Section 2.01, that such terms have been established in conformity with the provisions of this Indenture, and (iii) that such Securities, when authenticated and delivered by the Trustee, or disposed of Trustee and issued by the CompanyCompany in the manner and subject to any conditions specified in such Opinion of Counsel, such Securities nevertheless may be authenticated will constitute valid and delivered or disposed of as though the person who signed such Securities had not ceased to be such Chairman, Vice Chairman or Officer; and any Security may be signed on behalf binding obligations of the Company enforceable in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, or other laws of general applicability relating to or affecting creditors' rights and by general principles of equity. (e) Notwithstanding the provisions of Sections 2.01 and 2.04(d), if all Securities of a series are not to be originally issued at one time, it will not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 2.01 or the Company Order and Opinion of Counsel otherwise required pursuant to Section 2.04(d) at or prior to the time of authentication of each Security of such persons as, series if such documents are delivered at or prior to the actual date authentication upon original issuance of the execution first Security of such Security, shall series to be the Chairman or Vice Chairman of the Board of Directors or any Officers of the Company, although at the date of the execution of this Indenture any such person was not such a Chairman, Vice Chairman or Officerissued.

Execution, Authentication and Delivery of Securities. (a) The Securities shall will be signed in the name and executed on behalf of the Company by the manual President, or facsimile signature of its Chairman any Vice President of the Board of DirectorsCompany and attested by the Treasurer, Vice Chairman of the Board of Directors Secretary, any Assistant Treasurer, or any Officer Assistant Secretary of the Company. The signature of any of these officers on the Securities may be manual or facsimile. (b) Only such Securities bearing the Trustee's certificate of authentication, signed manually by the Trustee, will be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such execution of the certificate of authentication by the Trustee upon any Securities executed by the Company will be conclusive evidence that the Securities so authenticated have been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 2.08, for all purposes of this Indenture such Security will be deemed never to have been authenticated and delivered hereunder and will never be entitled to the benefits of this Indenture. (c) Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company will bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. (d) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee will authenticate and deliver such Securities in accordance with such Company Order shall authenticate and deliver such Securities, without any further action by the Company hereunder. Only such Securities as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Security attached as Exhibit A hereto, executed manually or by facsimile by an authorized officer of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or such an authenticating agent) 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 Holder is entitled to the benefits of this Indenture. In case the Chairman or Vice Chairman of the Board of Directors or the Officer of the Company who shall have signed any of the Securities shall cease to be such Chairman, Vice Chairman or Officer before the Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the person who signed such Securities had not ceased to be such Chairman, Vice Chairman or Officer; 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 Chairman or Vice Chairman of the Board of Directors or any Officers of the Company, although at the date of the execution of this Indenture any such person was not such a Chairman, Vice Chairman or OfficerOrder.

Execution, Authentication and Delivery of Securities. (a) The Securities shall will be signed in the name and executed on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the President, or any Executive Vice Chairman President or any Vice President of the Board of Directors Company and attested by the Treasurer, the Secretary, any Assistant Treasurer, or any Officer Assistant Secretary of the Company under its corporate seal. The signature of any of these officers on the Securities may be manual or facsimile. The seal of the Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted, or otherwise reproduced on the Securities. (b) Only such Securities bearing the Trustee's certificate of authentication, signed manually by the Trustee, will be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such execution of the certificate of authentication by the Trustee upon any Securities executed by the Company will be conclusive evidence that the Securities so authenticated have been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company. , and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 2.08, for all ------------ purposes of this Indenture such Security will be deemed never to have been authenticated and delivered hereunder and will never be entitled to the benefits of this Indenture. (c) Securities bearing the manual or facsimile signatures of individuals who have executed such Securities in accordance with Section 2.04(a) --------------- will bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. (d) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with such the Company Order shall will authenticate and deliver such Securities as provided in this Indenture and not otherwise. If the terms or form of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Sections 2.01 and 2.02, in authenticating such ------------- ---- Securities, without any further action by and accepting the Company hereunder. Only additional responsibilities under this Indenture in relation to such Securities as shall bear thereon a certificate of authentication substantially in the form set forth on the Form of Security attached as Exhibit A heretoSecurities, executed manually or by facsimile by an authorized officer of the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 17.10), shall will be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee receive, and (or such an authenticating agent) upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated subject to Section 8.01 and delivered hereunder and that the Holder is entitled to the benefits of this Indenture. In case the Chairman or Vice Chairman of the Board of Directors or the Officer of the Company who shall have signed any of the Securities shall cease to be such Chairman, Vice Chairman or Officer before the Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the person who signed such Securities had not ceased to be such Chairman, Vice Chairman or Officer; 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 Chairman or Vice Chairman of the Board of Directors or any Officers of the Company, although at the date of the execution of this Indenture any such person was not such a Chairman, Vice Chairman or Officer.Section