Common use of Execution, Authentication and Delivery Clause in Contracts

Execution, Authentication and Delivery. (a) The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (b) Notes bearing the manual or facsimile signature of individuals who were at the time of signature Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. (c) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate of authentication shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (b) . Notes bearing the manual or facsimile signature of individuals who were at the any time of signature Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. (c) . The Indenture Trustee shall upon Issuer Request authenticate and deliver Notes for original issue in an aggregate initial principal amount of $___________. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes and the Notes shall be issuable in the minimum initial Security Balances of $100,000 and in integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (b) . Notes bearing the manual or facsimile signature of individuals who were at the any time of signature Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. (c) . The Indenture Trustee shall upon Issuer Request authenticate and deliver Notes for original issue in an aggregate initial principal amount of $___________. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes and the Notes shall be issuable in the minimum initial Security Balances of $_______ and in integral multiples of $_____ in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The Notes Each Note shall be executed by manual or facsimile signature on behalf of the Issuer by any of its an Authorized OfficersOfficer. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (b) Notes bearing the manual or facsimile signature of individuals an individual who were was, at the time of when such signature Authorized Officers was affixed, authorized to sign on behalf of the Issuer shall bind the Issuernot be rendered invalid, notwithstanding the fact that such individuals or any of them have individual ceased to hold such offices be so authorized prior to the authentication and delivery of such Notes or did does not hold such offices office at the date of issuance of such Notes. (c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Indenture Trustee for authentication and delivery, and the Indenture Trustee shall authenticate and deliver such Notes as provided in this Indenture or the related Indenture Supplement and not otherwise. No Note shall be entitled to any benefit under this Indenture or the applicable Indenture Supplement or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein or in the related Indenture Supplement executed by or on behalf of the Indenture Trustee by the manual signature of one of its a duly authorized signatoriessignatory, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The Notes shall be executed on behalf of the Note Issuer by any of its Authorized Responsible Officers. The signature of any such Authorized Responsible Officer on the Notes may be manual or facsimile. (b) . Notes bearing the manual or facsimile signature of individuals who were at the any time of signature Authorized Responsible Officers of the Note Issuer shall bind the Note Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. (c) . At any time and from time to time after the execution and delivery of this Indenture, the Note Issuer may deliver Notes executed by the Note Issuer to the Indenture Trustee pursuant to an Issuer Order for authentication; and the Indenture Trustee shall authenticate and deliver such Notes as in this Indenture provided and not otherwise. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein therein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The Notes Each Note shall be executed by manual or facsimile signature on behalf of the Issuer by any of its an Authorized OfficersOfficer. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (b) Notes bearing the manual or facsimile signature of individuals an individual who were was authorized to sign on behalf of the Issuer at the time of when such signature Authorized Officers of the Issuer was affixed shall bind the Issuernot be rendered invalid, notwithstanding the fact that such individuals or any of them have individual ceased to hold such offices be so authorized prior to the authentication and delivery of such Notes or did does not hold such offices office at the date of issuance such Notes. . At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Authentication Agent for authentication and delivery, and the Authentication Agent shall authenticate and deliver such Notes as provided in this Indenture (cwith the designation provided in the related Indenture Supplement) and not otherwise. No Note shall be entitled to any benefit under this Indenture or the applicable Indenture Supplement or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by or on behalf of the Indenture Trustee Authentication Agent by the manual signature of one of its a duly authorized signatoriessignatory, and such certificate of authentication on any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunderunder this Indenture. (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The Notes shall be executed on behalf of the Note Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (b) . Notes bearing the manual or facsimile signature of individuals who were at the any time of signature Authorized Officers of the Note Issuer shall bind the Note Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. (c) . At any time and from time to time after the execution and delivery of this Note Indenture, the Note Issuer may deliver Notes executed by the Note Issuer to the Note Trustee pursuant to an Issuer Order for authentication; and the Note Trustee shall authenticate and deliver such Notes as in this Note Indenture provided and not otherwise. No Note shall be entitled to any benefit under this Note Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Note Trustee by the manual signature of one of its authorized signatories, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The Notes --------------------------------------- shall be executed on behalf of the Note Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (b) . Notes bearing the manual or facsimile signature of individuals who were at the any time of signature Authorized Officers of the Note Issuer shall bind the Note Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. (c) . At any time and from time to time after the execution and delivery of this Indenture, the Note Issuer may deliver Notes executed by the Note Issuer to the Note Trustee pursuant to an Issuer Order for authentication; and the Note Trustee shall authenticate and deliver such Notes as in this Indenture provided and not otherwise. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Note Trustee by the manual signature of one of its authorized signatories, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The Notes shall be executed on behalf of the Note Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (b) . Notes bearing the manual or facsimile signature of individuals who were at the any time of signature Authorized Officers of the Note Issuer shall bind the Note Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. (c) . At any time and from time to time after the execution and delivery of this Note Indenture, the Note Issuer may deliver Notes executed by the Note Issuer to the Note Trustee pursuant to an Issuer Order for authentication; and the Note Trustee shall authenticate and deliver such Notes as provided in this Note Indenture and not otherwise. No Note shall be entitled to any benefit under this Note Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Note Trustee by the manual signature of one of its authorized signatories, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual original or facsimile. (b) . Notes bearing the manual original or facsimile signature of individuals who were at the any time of signature Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture and the related Series Supplement, and upon satisfaction of all the conditions set forth in the related Series Supplement, the Indenture Trustee shall, upon receipt of an Issuer Order and an Officer's Certificate prepared and delivered by the Seller that all conditions precedent for such issuance have been satisfied, deliver Notes of the related Series (including Notes of any Class or Tranche within such Series. (c) The Notes of a Series shall be issuable in the denominations specified in the related Series Supplement. No Note shall be entitled to any benefit under this Indenture or any Series Supplement or be valid or obligatory for any purpose, unless there appears on attached to such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate of authentication attached to any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The Notes Each Note shall be executed by manual or facsimile signature on behalf of the Issuer by any of its an Authorized OfficersOfficer. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (b) Notes bearing the manual or facsimile signature of individuals an individual who were was, at the time when such signature was affixed, authorized to sign on behalf of signature Authorized Officers of the Issuer shall bind the Issuernot be rendered invalid, notwithstanding the fact that such individuals or any of them have individual ceased to hold such offices be so authorized prior to the authentication and delivery of such Notes or did does not hold such offices office at the date of issuance of such Notes. (c) . At any time and from time to time after the execution and delivery of the Indenture, Issuer may deliver Notes executed by Issuer to Indenture Trustee for authentication and delivery, and Indenture Trustee shall authenticate at the written direction of Issuer and deliver such Notes as provided in the Indenture or the related Indenture Supplement and not otherwise. No Note shall be entitled to any benefit under this the Indenture or the applicable Indenture Supplement or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein or in the related Indenture Supplement executed by the or on behalf of Indenture Trustee by the manual signature of one of its a duly authorized signatoriessignatory, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The Notes shall Each Note will be executed by manual or facsimile signature on behalf of the Issuer by any of its an Authorized OfficersOfficer. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (b) Notes bearing the manual or facsimile signature of individuals an individual who were was, at the time of when such signature Authorized Officers was affixed, authorized to sign on behalf of the Issuer shall bind the Issuerwill not be rendered invalid, notwithstanding the fact that such individuals or any of them have individual ceased to hold such offices prior to be so authorized before the authentication and delivery of such Notes or did does not hold such offices office at the date of issuance of such Notes. (cb) At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Indenture Trustee for authentication and delivery, and the Indenture Trustee upon receipt of an appropriate Issuer Order will authenticate and deliver such Notes as provided in this Indenture or the related Indenture Supplement and not otherwise. No Note shall will be entitled to any benefit under this Indenture or the related Indenture Supplement or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein or in the related Indenture Supplement and executed by or on behalf of the Indenture Trustee by the manual signature of one of its a duly authorized signatoriessignatory, and such certificate of authentication shall upon any Note will be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The Notes shall be executed on behalf of the Issuer Corporation by the president or any vice president of its Authorized Officers. The signature the Corporation and attested by the secretary or an assistant secretary of any such Authorized Officer on the Notes Corporation, either or both of which signatures may be manual or facsimile. (b) facsimiles. Notes bearing the manual or facsimile signature signatures of individuals who were at any time the time of signature Authorized Officers proper officers of the Issuer Corporation shall bind the IssuerCorporation, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. (c) . At any time and from time to time after the execution and delivery of this Indenture, the Corporation may deliver Notes executed by the Corporation to the Trustee or the Authenticating Agent for authentication; and, upon Corporation Order, the Trustee or the Authenticating Agent, as the case may be, shall authenticate and deliver such Notes as in this Indenture provided and not otherwise. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein in Article Two hereof executed by the Indenture Trustee or the Authenticating Agent by the manual signature of one of its authorized signatoriesofficers, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The Notes Each Note shall be executed by manual or facsimile signature on behalf of the Issuer by any of its Authorized Officers. The signature of any such an Authorized Officer on of the Notes may be manual or facsimile. (b) Issuer. Notes bearing the manual or facsimile signature of individuals an individual who were was, at the time of when such signature Authorized Officers was affixed, authorized to sign on behalf of the Issuer shall bind the Issuernot be rendered invalid, notwithstanding the fact that such individuals or any of them have individual ceased to hold such offices be so authorized prior to the authentication and delivery of such Notes or did does not hold such offices office at the date of issuance such Notes. (c) . At any time and from time to time after the execution and delivery of this Agreement, the Issuer may deliver Notes executed by the Issuer to the Trustee for authentication and delivery, and the Trustee shall authenticate and deliver such Notes as provided in this Agreement or the related Series Supplement and not otherwise. No Note shall be entitled to any benefit under this Indenture Agreement or the applicable Series Supplement or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein or in the related Series Supplement executed by or on behalf of the Indenture Trustee by the manual signature of one of its a duly authorized signatoriessignatory, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The Notes Each Note shall be executed by manual or facsimile signature on behalf of the Issuer by any of its Authorized Officers. The signature of any such an Authorized Officer on of the Notes may be manual or facsimile. (b) Issuer. Notes bearing the manual or facsimile signature of individuals an individual who were was, at the time of when such signature Authorized Officers was affixed, authorized to sign on behalf of the Issuer shall bind the Issuernot be rendered invalid, notwithstanding the fact that such individuals or any of them have individual ceased to hold such offices be so authorized prior to the authentication and delivery of such Notes Notes, or did does not hold such offices office at the date of issuance of such Notes. (c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Indenture Trustee for authentication and delivery, and the Indenture Trustee shall authenticate and deliver such Notes as provided in this Indenture or the related Indenture Supplement and not otherwise. No Note shall be entitled to any benefit under this Indenture or the applicable Indenture Supplement or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein or in the related Indenture Supplement executed by or on behalf of the Indenture Trustee by the manual signature of one of its a duly authorized signatoriessignatory, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The Notes Each Note shall be executed by manual or facsimile signature on behalf of the Issuer by any of its an Authorized OfficersOfficer. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (b) Notes bearing the manual or facsimile signature of individuals an individual who were was, at the time of when such signature Authorized Officers was affixed, authorized to sign on behalf of the Issuer shall bind the Issuernot be rendered invalid, notwithstanding the fact that such individuals or any of them have individual ceased to hold such offices be so authorized prior to the authentication and delivery of such Notes or did does not hold such offices office at the date of issuance such Notes. (c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Indenture Trustee for authentication and delivery, and the Indenture Trustee shall authenticate and deliver such Notes as provided in this Indenture or the related Indenture Supplement and not otherwise. No Note shall be entitled to any benefit under this Indenture or the applicable Indenture Supplement or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein or in the related Indenture Supplement executed by or on behalf of the Indenture Trustee by the manual signature of one of its a duly authorized signatoriessignatory, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (b) Notes bearing the manual or facsimile signature of individuals who were at the time of signature Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. (c) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate of authentication shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.. 700148678 06142559 (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (ba) Notes A Note bearing the manual or facsimile signature of individuals who were at the any time of signature Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes Note or did not hold such offices at the date of such NotesNote. (b) The Trustee shall upon receipt of an Issuer Order for authentication and delivery, authenticate and deliver the Notes for original issue in an aggregate principal amount up to, but not in excess of, the Maximum Invested Amount. (c) Each Note shall be dated the date of its authentication. (d) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on attached to such Note a certificate of authentication substantially in the form provided for herein herein, executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate of authentication attached to such Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (b) . Notes bearing the manual or facsimile signature of individuals who were at the any time of signature Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. (c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Indenture Trustee for authentication; and the Indenture Trustee shall authenticate and deliver such Notes as provided in this Indenture and not otherwise. Each Note shall be dated as of the date specified in the related Terms Supplement. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The Notes Each Note shall be -------------------------------------- executed by manual or facsimile signature on behalf of the Issuer by any of its an Authorized OfficersOfficer. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (b) Notes bearing the manual or facsimile signature of individuals an individual who were was, at the time of when such signature Authorized Officers was affixed, authorized to sign on behalf of the Issuer shall bind the Issuernot be rendered invalid, notwithstanding the fact that such individuals or any of them have individual ceased to hold such offices be so authorized prior to the authentication and delivery of such Notes or did does not hold such offices office at the date of issuance of such Notes. (c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Indenture Trustee for authentication and delivery, and the Indenture Trustee shall authenticate at the written direction of the Issuer and deliver such Notes as provided in this Indenture or the related Indenture Supplement and not otherwise. No Note shall be entitled to any benefit under this Indenture or the applicable Indenture Supplement or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein or in the related Indenture Supplement executed by or on behalf of the Indenture Trustee by the manual signature of one of its a duly authorized signatoriessignatory, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The A Responsible Person of the Issuer will execute the Notes shall be executed on behalf of the Issuer by any of its Authorized OfficersIssuer. The signature of any such Authorized Officer Responsible Person on the Notes may be manual or facsimile. (b) . Notes bearing the manual or facsimile signature of individuals an individual who were at the time of signature Authorized Officers was a Responsible Person of the Issuer shall will bind the Issuer, notwithstanding that such individuals or any of them have individual has ceased to hold such offices prior to office before the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes. (cb) At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Indenture Trustee for authentication and delivery, and the Indenture Trustee upon receipt of an appropriate Issuer Order will authenticate and deliver such Notes as provided in this Indenture and the related Indenture Supplement and not otherwise. No Note shall will be entitled to any benefit under this Indenture or the related Indenture Supplement or be valid or obligatory for any purpose, purpose unless there appears on such Note it bears a certificate of authentication substantially in the form provided for herein in the related Indenture Supplement executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate of authentication shall upon any Note will be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunderunder this Indenture and the related Indenture Supplement. (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The Notes Each Note shall be executed by manual or facsimile signature on behalf of the Issuer by any of its an Authorized OfficersOfficer. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (b) Notes bearing the manual or facsimile signature of individuals an individual who were was, at the time of when such signature Authorized Officers was affixed, authorized to sign on behalf of the Issuer shall bind the Issuernot be rendered invalid, notwithstanding the fact that such individuals or any of them have individual ceased to hold such offices be so authorized prior to the authentication and delivery of such Notes or did does not hold such offices office at the date of issuance of such Notes. (c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Indenture Trustee for authentication and delivery, and the Indenture Trustee shall authenticate at the written direction of the Issuer and deliver such Notes as provided in this Indenture or the related Indenture Supplement and not otherwise. Each Note shall be dated its date of authentication. No Note shall be entitled to any benefit under this Indenture or the applicable Indenture Supplement or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein or in the related Indenture Supplement executed by or on behalf of the Indenture Trustee by the manual signature of one of its a duly authorized signatoriessignatory, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (b) . Notes bearing the manual or facsimile signature of individuals who were at the time of signature execution of the Notes Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such the Notes or did not hold such offices at the date of the Notes. The Trustee shall, upon written order of the Issuer, authenticate and deliver Notes for original issue in a principal amount of $175,000,000. The Trustee shall be entitled to rely upon such Notes. (c) written order as authority to so authenticate and deliver the Notes without further inquiry of any Person. Each Note shall be dated the date of its authentication. Notes and beneficial interests in the Notes may be purchased in minimum denominations of $100,000 and in integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The Notes Each Note shall be executed by manual or facsimile signature on behalf of the Issuer by any of its an Authorized OfficersOfficer. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (b) Notes bearing the manual or facsimile signature of individuals an individual who were was, at the time of when such signature Authorized Officers was affixed, authorized to sign on behalf of the Issuer shall bind the Issuernot be rendered invalid, notwithstanding the fact that such individuals or any of them have individual ceased to hold such offices be so authorized prior to the authentication and delivery of such Notes or did does not hold such offices office at the date of issuance of such Notes. (c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Indenture Trustee for authentication and delivery, and the Indenture Trustee shall authenticate at the written direction of the Issuer and deliver such Notes as provided in this Indenture or the related Indenture Supplement and not otherwise. No Note shall be entitled to any benefit under this Indenture or the applicable Indenture Supplement or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein or in the related Indenture Supplement executed by or on behalf of the Indenture Trustee by the manual signature of one of its a duly authorized signatoriessignatory, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The Notes Bonds shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes Bonds may be manual or facsimile. (b) Notes . Bonds bearing the manual or facsimile signature of individuals who were at the time of signature execution Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes Bonds or did not hold such offices at the date of such Notes. (c) Bonds. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Bonds executed by the Issuer to the Trustee pursuant to an Issuer Order for authentication; and the Trustee shall authenticate and deliver such Bonds as in this Indenture provided and not otherwise. Each Bond shall be dated the date of its authentication. No Note Bond shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note Bond a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate of authentication upon any Bond shall be conclusive evidence, and the only evidence, that such Note Xxxx has been duly authenticated and delivered hereunder. (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The Notes shall be executed on behalf of the Issuer Company by any its Chairman of the Board, its President, its Chief Executive Officer or one of its Authorized OfficersVice Presidents, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any such Authorized Officer of these officers on the Notes may be manual or facsimile. (b) . Notes bearing the manual or facsimile signature signatures of individuals who were at any time the time of signature Authorized Officers proper officers of the Issuer Company shall bind the IssuerCompany, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. (c) . At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes; and the Trustee in accordance with such Company Order shall authenticate and deliver such Notes as in this Indenture provided and not otherwise. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatoriessignature, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (b) . Notes bearing the manual or facsimile signature of individuals who were at the any time of signature Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. (c) . The Indenture Trustee shall upon Issuer Order authenticate and deliver Notes in the aggregate principal amount set forth in such Issuer Order. The aggregate principal amount of the Notes outstanding at any time may not exceed such amount except as provided in Section 2.05. The Notes shall be issuable as registered Notes in the minimum denomination of $5,000,000. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The Notes Each Note shall be executed by manual or facsimile signature on behalf of the Issuer Trust by any of its an Authorized OfficersOfficer. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (b) Notes bearing the manual or facsimile signature of individuals an individual who were was, at the time of when such signature Authorized Officers was affixed, authorized to sign on behalf of the Issuer Trust shall bind the Issuernot be rendered invalid, notwithstanding the fact that such individuals or any of them have individual ceased to hold such offices be so authorized prior to the authentication and delivery of such Notes or did does not hold such offices office at the date of issuance of such Notes. (c) . At any time and from time to time after the execution and delivery of this Indenture, the Trust may deliver Notes executed by the Trust to the Indenture Trustee for authentication and delivery, and the Indenture Trustee shall authenticate and deliver such Notes as provided in this Indenture or the related Indenture Supplement and not otherwise. No Note shall be entitled to any benefit under this Indenture or the applicable Indenture Supplement or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein or in the related Indenture Supplement executed by or on behalf of the Indenture Trustee by the manual signature of one of its a duly authorized signatoriessignatory, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (b) . Notes bearing the manual or facsimile signature of individuals who were at the time of signature execution of the Notes Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such the Notes or did not hold such offices at the date of the Notes. The Trustee shall, upon written order of the Issuer, authenticate and deliver Notes for original issue in a principal amount of $225,000,000. The Trustee shall be entitled to rely upon such Notes. (c) written order as authority to so authenticate and deliver the Notes without further inquiry of any Person. Each Note shall be dated the date of its authentication. Notes and beneficial interests in the Notes may be purchased in minimum denominations of $100,000 and in integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The Notes shall -------------------------------------- be executed on behalf of the Issuer Corporation by the president or any vice president of its Authorized Officers. The signature the Corporation and attested by the secretary or an assistant secretary of any such Authorized Officer on the Notes Corporation, either or both of which signatures may be manual or facsimile. (b) facsimiles, and a facsimile of the seal of the Corporation. Notes bearing the manual or facsimile signature signatures of individuals who were at any time the time of signature Authorized Officers proper officers of the Issuer Corporation shall bind the IssuerCorporation, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. (c) . At any time and from time to time after the execution and delivery of this Indenture, the Corporation may deliver Notes executed by the Corporation to the Trustee or the Authenticating Agent for authentication; and, upon Corporation Order, the Trustee or the Authenticating Agent, as the case may be, shall authenticate and deliver such Notes as in this Indenture provided and not otherwise. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein in Article Two hereof executed by the Indenture Trustee or the Authenticating Agent by the manual signature of one of its authorized signatoriesofficers, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The Notes Each Note shall be executed by manual or facsimile signature on behalf of the Issuer by any of its Authorized Officers. The signature of any such an Authorized Officer on of the Notes may be manual or facsimileOwner Trustee. (b) Notes bearing the manual or facsimile signature of individuals an individual who were was, at the time of when such signature Authorized Officers was affixed, authorized to sign on behalf of the Issuer shall bind the Issuernot be rendered invalid, notwithstanding the fact that such individuals or any of them have individual ceased to hold such offices be so authorized prior to the authentication and delivery of such Notes or did does not hold such offices office at the date of issuance of such Notes. (c) At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Indenture Trustee for authentication and delivery, and upon receipt of an Issuer Order the Indenture Trustee or its authenticating agent shall authenticate and deliver such Notes as provided in this Indenture or the related Indenture Supplement and not otherwise. (d) No Note shall be entitled to any benefit under this Indenture or the applicable Indenture Supplement or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein or in the related Indenture Supplement executed by or on behalf of the Indenture Trustee or its authenticating agent by the manual signature of one of its a duly authorized signatoriessignatory, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual original or facsimile. (b) . Notes bearing the manual original or facsimile signature of individuals who were at the any time of signature Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture and the related Series Supplement, and upon satisfaction of all the conditions set forth in the related Series Supplement, the Indenture Trustee shall, upon receipt of an Issuer Order and an Officers Certificate prepared and delivered by the Seller that all conditions precedent for such issuance have been satisfied, deliver Notes of the related Series (including Notes of any Class or Tranche within such Series. (c) The Notes of a Series shall be issuable in the denominations specified in the related Series Supplement. No Note shall be entitled to any benefit under this Indenture or any Series Supplement or be valid or obligatory for any purpose, unless there appears on attached to such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate of authentication attached to any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The Notes Each Note shall be executed by manual or facsimile signature on behalf of the Issuer by any of its Authorized Officers. The signature of any such an Authorized Officer on of the Notes may be manual or facsimile. (b) Issuer. Notes bearing the manual or facsimile signature of individuals an individual who were was, at the time of when such signature Authorized Officers was affixed, authorized to sign on behalf of the Issuer shall bind the Issuernot be rendered invalid, notwithstanding the fact that such individuals or any of them have individual ceased to hold such offices be so authorized prior to the authentication and delivery of such Notes or did does not hold such offices office at the date of issuance of such Notes. (c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Indenture Trustee for authentication and delivery, and the Indenture Trustee shall authenticate and deliver such Notes as provided in this Indenture or the related Indenture Supplement and not otherwise. No Note shall be entitled to any benefit under this Indenture or the applicable Indenture Supplement or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein or in the related Indenture Supplement executed by or on behalf of the Indenture Trustee by the manual signature of one of its a duly authorized signatoriessignatory, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The Notes Note shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes Note may be manual or facsimile. (ba) Notes A Note bearing the manual or facsimile signature of individuals who were at the any time of signature Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes the Note or did not hold such offices at the date of such Notesthe Note. (b) The Trustee shall upon receipt of an Issuer Order for authentication and delivery, authenticate and deliver the Note for original issue in an aggregate principal amount up to, but not in excess of, the Maximum Invested Amount. (c) No The Note shall be dated the date of its authentication. (d) The Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such attached to the Note a certificate of authentication substantially in the form provided for herein herein, executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate of authentication attached to the Note shall be conclusive evidence, and the only evidence, that such the Note has been duly authenticated and delivered hereunder. (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (b) . Notes bearing the manual or facsimile signature of individuals who were at the any time of signature Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. (c) . The Indenture Trustee shall upon Issuer Order authenticate and deliver Notes for original issue in an aggregate principal amount of $[________]. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered notes in minimum denominations of $100,000 and additional increments of $1,000 except that one of them may be issued in a different denomination as directed by the Administrator. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may Notesmay be manual or facsimile. (b) . Notes bearing the manual or facsimile signature of individuals who were at the any time of signature Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. (c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Indenture Trustee for authentication; and the Indenture Trustee shall authenticate and deliver such Notes as provided in this Indenture and not otherwise. Each Note shall be dated as of the date specified in the related Terms Supplement. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The Notes Each Note shall be executed by manual or facsimile signature on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (b) Notes bearing the manual or facsimile signature of individuals who were at the time of signature Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. (c) No Note shall be entitled to any benefit under this Indenture or the related Indenture Supplement or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein or in the related Indenture Supplement executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate of authentication shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (d) The Notes may from From time to time be executed by the when permitted hereunder, Issuer shall execute and delivered deliver Notes to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (b) Notes . A Note bearing the manual or facsimile signature of individuals an individual who were was at the any time of signature an Authorized Officers Officer of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have individual has ceased to hold such offices office prior to the authentication and delivery of such Notes Note or did not hold such offices office at the date of such Notes. (c) Note. The Indenture Trustee shall upon receipt of an Issuer Order authenticate and deliver the Notes for original issue in an aggregate amount equal to the Initial Principal Balance. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum initial denominations of $100,000 and in integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The Notes shall be executed on behalf of the Issuer by any of its the Authorized OfficersOfficers of the Owner Trustee. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (b) . Notes bearing the manual or facsimile signature of individuals who were at the any time of signature Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. (c) . The Class A Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and integral multiples of $1,000 in excess thereof. The Class B Notes shall be issuable as registered Notes in the minimum denomination of [$__________] and integral multiples of [$__________] in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatoriesResponsible Officers, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The Notes shall be executed on behalf of the Issuer Company by any its President or one of its Authorized OfficersVice Presidents under its corporate seal reproduced thereon and attested by its Secretary or one of its Assistant Secretaries. The President of the Guarantor shall sign the Guarantee of the Guarantor on behalf of the Guarantor. The signature of any such Authorized Officer of these officers on the Notes may be manual or facsimile. (b) . Notes bearing the manual or facsimile signature signatures of individuals who were at any time the time of signature Authorized Officers proper officers of the Issuer Company or a Subsidiary Guarantor, as the case may be, shall bind the IssuerCompany and such Subsidiary Guarantor, respectively, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. (c) . At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee, together with a Company Order Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatoriesrepresentatives, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The Notes Each Note shall be executed by manual or facsimile signature on behalf of the Issuer by any of its an Authorized OfficersOfficer. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (b) Notes bearing the manual or facsimile signature of individuals an individual who were was, at the time when such signature was affixed, authorized to sign on behalf of signature Authorized Officers of the Issuer shall bind the Issuernot be rendered invalid, notwithstanding the fact that such individuals or any of them have individual ceased to hold such offices be so authorized prior to the authentication and delivery of such Notes or did does not hold such offices office at the date of issuance of such Notes. (c) . At any time and from time to time after the execution and delivery of this Indenture, Issuer may deliver Notes executed by Issuer to Indenture Trustee for authentication and delivery, and Indenture Trustee shall authenticate at the written direction of Issuer and deliver such Notes as provided in this Indenture or the related Indenture Supplement and not otherwise. No Note shall be entitled to any benefit under this Indenture or the applicable Indenture Supplement or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein or in the related Indenture Supplement executed by the or on behalf of Indenture Trustee by the manual signature of one of its a duly authorized signatoriessignatory, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The Notes Each Note shall be executed by manual or facsimile signature on behalf of the Issuer by any of its an Authorized OfficersOfficer. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (b) Notes bearing the manual or facsimile signature of individuals an individual who were was, at the time of when such signature Authorized Officers was affixed, authorized to sign on behalf of the Issuer shall bind the Issuernot be rendered invalid, notwithstanding the fact that such individuals or any of them have individual ceased to hold such offices be so authorized prior to the authentication and delivery of such Notes or did does not hold such offices office at the date of issuance of such Notes. (c) . At any time and from time to time after the execution and delivery of this Master Indenture, the Issuer may deliver Notes executed by the Issuer to the Indenture Trustee for authentication and delivery, and the Indenture Trustee shall authenticate at the written direction of the Issuer and deliver such Notes as provided in this Master Indenture or the related Indenture Supplement and not otherwise. No Note shall be entitled to any benefit under this Master Indenture or the applicable Indenture Supplement or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein or in the related Indenture Supplement executed by or on behalf of the Indenture Trustee by the manual signature of one of its a duly authorized signatoriessignatory, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The Notes shall be executed on behalf of the Issuer by any of its Authorized Officersan authorized Issuer Officer. The signature of any such Authorized Officer of these Officers on the Notes may be manual manual, photocopied or facsimile. (b) . Notes bearing the manual or facsimile signature signatures of individuals who were at any time the time of signature Authorized proper Issuer Officers of the Issuer shall bind the Issuer, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes. (c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes of any Class executed by the Issuer to the Trustee for authentication; and the Trustee shall authenticate and deliver such Notes as in this Indenture provided and not otherwise. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated and delivered hereunder. (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The Notes Note shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes Note may be manual or facsimile. (b) Notes A Note bearing the manual or facsimile signature of individuals who were at the any time of signature Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes the Note or did not hold such offices at the date of such Notesthe Note. (c) No The Trustee shall upon receipt of an Issuer Order for authentication and delivery, authenticate and deliver the Note for original issue in an aggregate principal amount up to, but not in excess of, the Maximum Invested Amount. (d) The Note shall be dated the date of its authentication. (e) The Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such attached to the Note a certificate of authentication substantially in the form provided for herein herein, executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate of authentication attached to the Note shall be conclusive evidence, and the only evidence, that such the Note has been duly authenticated and delivered hereunder. (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (ba) Notes A Note bearing the manual or facsimile signature of individuals who were at the any time of signature Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes the Note or did not hold such offices at the date of such Notesthe Note. (b) The Trustee shall upon receipt of an Issuer Order for authentication and delivery, authenticate and deliver the Notes for original issue in an aggregate principal amount up to, but not in excess of, the Maximum Invested Amount. (c) Each Note shall be dated the date of its authentication. (d) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on attached to such Note a certificate of authentication substantially in the form provided for herein herein, executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate of authentication attached to such Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (ba) Notes A Note bearing the manual or facsimile signature of individuals who were at the any time of signature Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes Note or did not hold such offices at the date of such NotesNote. (b) The Trustee shall upon receipt of an Issuer Order for authentication and delivery, authenticate and deliver the Notes for original issue and having a maximum aggregate principal amount not exceeding the Committed Amount, except as otherwise provided in Sections 2.6 and 2.11. (c) Each Note shall be dated the date of its authentication. (d) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on attached to such Note a certificate of authentication substantially in the form provided for herein herein, executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate of authentication attached to such Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (ba) Notes A Note bearing the manual or facsimile signature of individuals who were at the any time of signature Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes Note or did not hold such offices at the date of such Note. (b) The Trustee shall upon receipt of an Issuer Order for authentication and delivery, authenticate and deliver each class of Notes for original issue in an aggregate principal amount up to, but not in excess of, the Class A Maximum Invested Amount, in the case of the Class A Notes, and the Class B Maximum Invested Amount, in the case of the Class B Notes. (c) Each Note shall be dated the date of its authentication. (d) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on attached to such Note a certificate of authentication substantially in the form provided for herein herein, executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate of authentication attached to such Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (b) . Notes bearing the manual or facsimile signature of individuals who were at the any time of signature Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. (c) . The Indenture Trustee shall upon Issuer Request authenticate and deliver Notes for original issue in an amount equal to the Initial Note Balance. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Book-Entry Notes, and the Notes shall be issuable in minimum denominations of $25,000 and integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The Notes Each Note shall be executed by manual or facsimile signature on behalf of the Issuer by any of its an Authorized OfficersOfficer. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (b) Notes bearing the manual or facsimile signature of individuals an individual who were was, at the time when such signature was affixed, authorized to sign on behalf of signature Authorized Officers of the Issuer shall bind the Issuernot be rendered invalid, notwithstanding the fact that such individuals or any of them have individual ceased to hold such offices be so authorized prior to the authentication and delivery of such Notes or did does not hold such offices office at the date of issuance of such Notes. (c) . At any time and from time to time after the execution and delivery of this Indenture, Issuer may deliver Notes executed by Issuer to Indenture Trustee for authentication and delivery, and Indenture Trustee shall authenticate at the written direction of Issuer and deliver such Notes as provided in this Indenture or the related Indenture Supplement and not otherwise. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under this Indenture or the applicable Indenture Supplement or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein or in the related Indenture Supplement executed by the or on behalf of Indenture Trustee by the manual signature of one of its a duly authorized signatoriessignatory, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (ba) Notes bearing the manual or facsimile signature of individuals who were at the time of signature Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. (cb) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate of authentication shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (dc) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (b) . Notes bearing the manual or facsimile signature of individuals who were at the any time of signature Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. (c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee for authentication; and the Trustee shall authenticate and deliver such Notes as provided in this Indenture and not otherwise. Each Note shall be dated as of the date specified in the related Terms Supplement. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The the Delaware Trustee, which signature of any such Authorized Officer on the Notes may be manual or facsimile. (b) facsimiles. Notes bearing the manual or facsimile signature signatures of individuals who were at any time the time of signature Authorized Officers proper officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. (c) . At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee or an Authenticating Agent for authentication; and, upon Issuer Order, the Trustee or the Authenticating Agent, as the case may be, shall authenticate and deliver such Notes as in this Indenture provided and not otherwise. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein in the Supplemental Resolution authorizing the issuance thereof executed by the Indenture Trustee or the Authenticating Agent by the manual signature of one of its authorized signatoriesofficers, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The Notes of the Notes. Each Note shall be executed manually or in facsimile on behalf of the Issuer by any of its Authorized OfficersOfficer. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (b) Notes bearing the manual or facsimile signature signatures of individuals who were at any time the time of signature Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals individuals, or any of them them, shall have ceased ceased, for any reason, to hold such offices prior to the authentication and delivery of such Notes Note or did not hold such offices at the date of any such Note. The Trustee is authorized, upon receipt of Notes duly executed on behalf of the Issuer for the purposes of the original issuance of Notes. , (ci) to authenticate such Notes in an aggregate principal amount not in excess of the aggregate principal amount specified herein and to deliver such Notes in accordance with the written order or orders of the Issuer signed on its behalf by any Authorized Officer and (ii) thereafter to authenticate and deliver Notes in accordance with the provisions hereinafter set forth. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein herein, executed by the Indenture Trustee by the manual signature of one of its authorized signatoriessignature, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (d) The Notes may from time to time be executed by the Issuer hereunder and delivered is entitled to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery benefits of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Requestthis Indenture.

Execution, Authentication and Delivery. (a) The Notes Each Note shall be executed by manual or facsimile signature on behalf of the Issuer by any of its an Authorized OfficersOfficer. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (b) Notes bearing the manual or facsimile signature of individuals an individual who were was, at the time of when such signature Authorized Officers was affixed, authorized to sign on behalf of the Issuer shall bind the Issuernot be rendered invalid, notwithstanding the fact that such individuals or any of them have individual ceased to hold such offices be so authorized prior to the authentication and delivery of such Notes or did does not hold such offices office at the date of issuance of such Notes. (c) . The Issuer will deliver the Notes executed by the Issuer to the Indenture Trustee for authentication and delivery, and the Indenture Trustee shall authenticate at the written direction of the Issuer and deliver the Notes to or upon the written order of the Issuer when so authenticated. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by or on behalf of the Indenture Trustee by the manual signature of one of its a duly authorized signatoriessignatory, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The Notes shall be -------------------------------------- executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (b) . Notes bearing the manual or facsimile signature of individuals who were at the any time of signature Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. (c) . The Indenture Trustee shall upon Issuer Request authenticate and deliver Notes for original issue in an aggregate initial principal amount of $___________. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes and shall be issuable in the minimum initial Security Balances of $[____] and in integral multiples of $[___]in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The Notes shall be executed on behalf of the Issuer Corporation by the president or any vice president of its Authorized Officers. The signature the Corporation and attested by the secretary or an assistant secretary of any such Authorized Officer on the Notes Corporation, either or both of which signatures may be manual or facsimile. (b) facsimiles. Notes bearing the manual or facsimile signature signatures of individuals who were at any time the time of signature Authorized Officers proper officers of the Issuer Corporation shall bind the IssuerCorporation, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. (c) . At any time and from time to time after the execution and delivery of this Indenture, the Corporation may deliver Notes executed by the Corporation to the Trustee for authentication; and, upon Corporation Order, the Trustee shall authenticate and deliver such Notes as in this Indenture provided and not otherwise. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein in Article Two hereof executed by the Indenture Trustee by the manual signature of one of its authorized signatoriesofficers, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.

Execution, Authentication and Delivery. (a) The Notes -------------------------------------- shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual original or facsimile. (b) Notes bearing the manual original or facsimile signature of individuals who were at the any time of signature Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. (c) The Trustee shall upon receipt of the Note Policy and Issuer Order for authentication and delivery, authenticate and deliver Notes for original issue in an aggregate principal amount of $65,170,711. (d) Each Note shall be dated the date of its authentication. (e) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on attached to such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate of authentication attached to any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (df) The Notes may from time to time be executed by It is expected that the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such the Notes and thereupon the same shall will be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Requestmade on December 1, 1999.

Execution, Authentication and Delivery. (a) The Notes Each Note and O/C Certificate shall be executed by manual or facsimile signature on behalf of the Issuer by any of its Authorized Officers. The signature of any such an Authorized Officer on of the Issuer. Notes may be manual or facsimile. (b) Notes O/C Certificates bearing the manual or facsimile signature of individuals an individual who were was, at the time of when such signature Authorized Officers was affixed, authorized to sign on behalf of the Issuer shall bind the Issuernot be rendered invalid, notwithstanding the fact that such individuals or any of them have individual ceased to hold such offices be so authorized prior to the authentication and delivery of such Notes or did O/C Certificates, as applicable, or does not hold such offices office at the date of issuance of such Notes. (c) Notes or O/C Certificates, as applicable. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes or O/C Certificates executed by the Issuer to the Indenture Trustee for authentication and delivery, and the Indenture Trustee shall authenticate and deliver such Notes or O/C Certificates as provided in this Indenture or the related Indenture Supplement and not otherwise. No Note or O/C Certificate shall be entitled to any benefit under this Indenture or the applicable Indenture Supplement or be valid or obligatory for any purpose, unless there appears on such Note or O/C Certificate a certificate of authentication substantially in the form provided for herein or in the related Indenture Supplement executed by or on behalf of the Indenture Trustee by the manual signature of one of its a duly authorized signatoriessignatory, and such certificate of authentication upon any Note or O/C Certificate shall be conclusive evidence, and the only evidence, that such Note or O/C Certificate has been duly authenticated and delivered hereunder. (d) The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Request to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Request.