Common use of Execution, Authentication and Delivery Clause in Contracts

Execution, Authentication and Delivery. (A) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes on behalf of the Company by manual or facsimile signature. A Note’s validity will not be affected by the failure of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company. (B) Authentication by the Trustee and Delivery. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iii) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication agent was validly appointed to undertake.

Execution, Authentication and Delivery. (A) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes on behalf of the Company by manual manual, electronic or facsimile signature. A Note’s validity will not be affected by the failure of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company. (B) Authentication by the Trustee and Delivery. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iii) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication agent was validly appointed to undertake.

Execution, Authentication and Delivery. (A) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes on behalf of the Company by manual manual, electronic or facsimile signature. A Note’s validity will not be affected by the failure of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company. (B) Authentication by the Trustee and Delivery. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iii) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication authenticating agent was validly appointed to undertake.

Execution, Authentication and Delivery. (A) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes on behalf of the Company by manual manual, facsimile or facsimile other electronic signature. A Note’s validity will not be affected by the failure of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company. (B) Authentication by the Trustee and Delivery. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iii) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication agent was validly appointed to undertake.

Execution, Authentication and Delivery. (Aa) Due Execution by Two Officers of the Company. At least one (1) duly authorized Officer will Issuer shall sign the Notes on behalf of for the Company Issuer by manual or facsimile signature. A Note’s validity will not be affected by the failure of any . (i) If an Officer whose signature is on any a Note to hold, no longer holds that office at the time such Note is authenticatedthe Trustee authenticates the Note, the same or any other office at the CompanyNote shall be valid nevertheless. (Bii) Authentication by the Trustee and Delivery. (i) No A Note will shall not be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed an authenticating agent) manually agent signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory on the Note by manual, facsimile or electronic signature upon Issuer Order. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Such Issuer Order shall specify the amount of the Trustee (or a duly appointed authenticating agent) Notes to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note be authenticated and the date as on which the original issue of which such Note Notes is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iii) The Trustee or an authenticating agent shall initially authenticate and deliver Notes in an aggregate principal amount of up to U.S.$[•]. (iv) The Issuer may from time to time, without the consent of the Holders, create and issue additional Notes having the same terms and conditions as the Notes in all respects, except for issue date, issue price and the first payment of interest thereon. Additional Notes issued in this manner shall be consolidated with and shall form a single series with the previously outstanding Notes. (v) The Notes shall be issued in fully registered form without coupons attached in minimum denominations of U.S.$10,000 and integral multiples of U.S.$1,00 in excess thereof (each, an “Authorized Denomination”). (b) The Trustee may appoint an authenticating agent acceptable agent, with a copy of such appointment to the Company Issuer, to authenticate Notesthe Notes (the “Authenticating Agent”). A duly appointed authenticating agent Unless limited by the terms of such appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided so. Each reference in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated authentication by the TrusteeTrustee includes authentication by an Authenticating Agent. Each duly appointed authenticating agent will have An Authenticating Agent has the same rights to deal with the Company as the Registrar or any Transfer Agent or Paying Agent or agent for service of notices and demands. (i) Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. (ii) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee would have if it were performing and the duties that Issuer. The Trustee may at any time terminate the authentication agent was validly appointed agency of any Authenticating Agent by giving written notice of termination to undertakesuch Authenticating Agent and the Issuer. Upon receiving such notice of resignation or upon such a termination, the Trustee may appoint a successor Authenticating Agent reasonably acceptable to the Issuer and shall give written notice of such appointment to the Issuer. (iii) The Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services and reimbursement for its reasonable expenses relating thereto. (c) The Issuer initially appoints DTC to act as Depositary with respect to the Global Notes. The Trustee, as custodian, will act as custodian of the Global Notes for DTC or appoint a sub-custodian to act in such capacity.

Execution, Authentication and Delivery. (A) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes on behalf of the Company by manual manual, facsimile or facsimile other electronic signature. A Note’s validity will not be affected by the failure of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company. (B) Authentication by the Trustee and Delivery. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iii) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication authenticating agent was validly appointed to undertake.

Execution, Authentication and Delivery. (A) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes on behalf of the Company by manual manual, facsimile or facsimile other electronic signature. A Note’s validity will not be affected by the failure of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company. (B) Authentication by the Trustee and Delivery. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iii) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication authenticating agent was validly appointed to undertake.

Execution, Authentication and Delivery. (A) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes on behalf of the Company by manual or facsimile signature. A Note’s validity will not be affected by the failure of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company. (B) Authentication by the Trustee and Delivery. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iii) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication authenticating agent was validly appointed to undertake.

Execution, Authentication and Delivery. (A) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes on behalf of the Company by manual manual, facsimile or facsimile other electronic signature. A Note’s validity will not be affected by the failure of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company. (B) Authentication by the Trustee and Delivery. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name and address of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests ; and (c) the Trustee to deliver delivery address indicating where such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Ordershould be delivered. (iii) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this the Indenture, and a Note authenticated as provided in this the Indenture by such an agent will be deemed, for purposes of this the Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication agent was validly appointed to undertake.

Execution, Authentication and Delivery. (Aa) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes The Debentures shall be executed on behalf of the Company by at least one of the Chief Executive Officer, the Chief Financial Officer, the President or a Vice President. The signature of any such Officer on the Debentures may be manual or facsimile. (b) Debentures bearing the manual or facsimile signature. A Note’s validity will signature of an individual who was at any time a proper Officer of the Company shall bind the Company, notwithstanding that any such individual shall have ceased to hold such office prior to the authentication and delivery of such Debentures or did not be affected by the failure of any Officer whose signature is on any Note to hold, at the time hold such Note is authenticated, the same or any other office at the Companydate of such Debentures. (Bc) No Debenture shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Debenture a Certificate of Authentication duly executed by the Trustee by manual signature an authorized signatory of the Trustee, and Deliverysuch Certificate of Authentication upon any Debenture shall be conclusive evidence, and the only evidence, that such Debenture has been duly authenticated and made available for delivery hereunder. (d) The Trustee shall be authorized to and shall authenticate and deliver Debentures of a series, for original issue, at one time or from time to time in accordance with the Company Order referred to below, upon receipt by the Trustee of: (i) No Note will a Board Resolution as required by Section 2.01; (ii) a Company Order requesting the authentication and delivery of such Debentures and stating the identity of the applicable Trust and the aggregate liquidation amount of the Trust Securities to be valid until it is authenticated issued by such Trust concurrently with such Debentures; (iii) an Officers' Certificate or, unless previously delivered, a supplemental indenture hereto setting forth the form of such Debentures and, except as set forth in a Board Resolution, establishing the terms thereof; (iv) such Debentures, executed on behalf of the Company in accordance with clause (a) of this Section; and (v) an Opinion of Counsel that complies with the provisions of Sections 11.04 and 11.05: (e) The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent. Each authenticating agent shall be acceptable to the Company and, except as provided in or pursuant to this Indenture, shall at all times be a corporation that would be permitted by the TrusteeTIA to act as trustee under an indenture qualified under the TIA, is authorized under applicable law and by its charter to act as an authenticating agent and has a combined capital and surplus (computed in accordance with Section 310(a)(2) of the TIA) of at least $50,000,000. A Note If at any time an authenticating agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect specified in this Section. An authenticating agent may authenticate Debentures whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by an authenticating agent. The Trustee shall pay any authenticating agent appointed by the Trustee reasonable compensation for its services and the Trustee shall be reimbursed for such payment by the Company pursuant to Section 7.06. The provisions set forth in Sections 7.02, 7.03 and 7.06 shall be applicable to any authenticating agent. (f) If all the Debentures of any series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel and an Officers' Certificate at the time of issuance of each Debenture, but such opinion and certificate, with appropriate modifications, shall be delivered at or before the time of issuance of the first Debenture of such series. After any such first delivery, any separate request by the Company that the Trustee authenticate Debentures of such series for original issue will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed certification by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iii) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as all conditions precedent provided for in this Indenture by relating to authentication and delivery of such an agent will be deemed, for purposes of this Indenture, Debentures continue to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication agent was validly appointed to undertakebeen complied with.

Execution, Authentication and Delivery. (A) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes on behalf of the Company by manual or facsimile signature. A Note’s validity will not be affected by the failure of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company. (B) Authentication by the Trustee and Delivery. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated, together with the documents contemplated by Section 11.02. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iii) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication agent was validly appointed to undertake.

Execution, Authentication and Delivery. (A) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes on behalf of the Company by manual manual, electronic (e.g., “.pdf”) or facsimile signature. A Note’s validity will not be affected by the failure of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company. (B) Authentication by the Trustee and Delivery. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually or electronically signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually or electronically sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iii) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication agent was validly appointed to undertake.

Execution, Authentication and Delivery. (Aa) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes Securities shall be executed on behalf of the Company by its Chairman of the Board of Directors or a Vice-Chairman of the Board of Directors, if any, or the President or a Vice-President, and by its Treasurer or an Assistant Treasurer or its Secretary or an Assistant Secretary. Signatures shall be manual or facsimile. The Company's seal shall be reproduced on the Securities and may, but need not, be attested. The coupons of Unregistered Securities shall bear the facsimile signature. A Note’s validity will not be affected by signature of the failure Treasurer or an Assistant Treasurer of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company. (Bb) Authentication If an Officer, an Assistant Treasurer or an Assistant Secretary whose signature is on a Security or coupon no longer holds that office at the time the Security is authenticated, the Security or coupon shall be valid nevertheless. (c) A Security shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent and no coupon shall be valid until the Security to which it appertains has been so authenticated. Such signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Each Unregistered Security shall be dated the date of its original issuance and each Registered Security shall be dated the date of its authentication. (d) The Trustee shall at any time, and from time to time, authenticate and deliver Securities of any Series executed and delivered by the Company for original issue upon receipt by the Trustee of (i) a Company Order for the authentication and delivery of such Securities, (ii) if the terms and form or forms of the Securities of such Series have been established by or pursuant to a Board Resolution as permitted by Section 2.02, a copy of such Board Resolution and any certificate that may be required pursuant to Section 2.02(b) and (iii) an Opinion of Counsel stating: (1) if the form of such Securities has been established by or pursuant to a Board Resolution as permitted by Section 2.02, that such form has been established in conformity with the provisions of this Indenture; (2) if the terms of such Securities have been established by or pursuant to a Board Resolution as permitted by Section 2.02, that such terms have been established in conformity with the provisions of this Indenture; and (3) that such Securities, when authenticated and delivered by the Trustee and Delivery. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors' rights and to general equity principles. If the terms and form or forms of such Securities have been established by or pursuant to a Board Resolution as permitted by Section 2.02(A); and (3) the Company delivers a Company Order to 2.02, the Trustee that (a) requests the Trustee shall not be required to authenticate such Note; Securities if the issue of such Securities pursuant to this Indenture will materially and adversely affect the Trustee's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the foregoing, (i) delivery of Unregistered Securities will be made only outside the United States and its possessions and (bii) sets forth Unregistered Securities will be released in definitive form to the name person entitled to physical delivery thereof only upon presentation of a certificate in the form prescribed by the Company, until such time as the Company has notified the Trustee and the Registrar that upon delivery of Unregistered Securities under any other circumstances, the Company would not suffer adverse consequences under the provisions of United States law or regulations in effect at the time of the Holder delivery of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company OrderUnregistered Securities. (iiie) The aggregate principal amount of Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the Board Resolution (or certificate of an Officer or Officers) or supplemental indenture pursuant to Section 2.02. (f) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate NotesSecurities. A duly appointed An authenticating agent may authenticate Notes Securities whenever the Trustee may do so under this Indenture, and a Note authenticated as provided so. Each reference in this Indenture to authentication by the Trustee includes authentication by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trusteeagent. Each duly appointed An authenticating agent will have has the same rights as an Agent to deal with the Company as the Trustee would have if it were performing the duties that the authentication agent was validly appointed to undertakeor an Affiliate.

Execution, Authentication and Delivery. (Aa) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes Securities shall be executed on behalf of the Company by its Chief Executive Officer, President or a Vice-President, and its Chief Financial Officer, Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary. Signatures shall be manual or facsimile signaturefacsimile. A Note’s validity will not facsimile of the Company's seal shall be affected by reproduced on the failure Securities and may, but need not, be attested. The coupons of any Officer whose Unregistered Securities shall bear the facsimile signature is on any Note to hold, at of the time such Note is authenticated, the same Treasurer or any other office at an Assistant Treasurer of the Company. (Bb) Authentication If an Officer, an Assistant Treasurer or an Assistant Secretary of the Company whose signature is on a Security or coupon no longer holds that office at the time the Security is authenticated, the Security or coupon shall be valid nevertheless. (c) A Security shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent and no coupon shall be valid until the Security to which it appertains has been so authenticated. Such signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Each Registered Security shall be dated the date of its authentication, and each Unregistered Security shall be dated as provided in connection with the establishment of the Series thereof. (d) The Trustee or an authenticating agent shall at any time, and from time to time, authenticate and deliver Securities of any Series executed and delivered by the Company for original issue in an aggregate principal amount not in excess of the principal amount authorized for such Series upon receipt by the Trustee and Delivery. of (i) No Note will be valid until it is authenticated by a Company Order for the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication and delivery of such Note. Securities, (ii) The Trustee will cause an authorized signatory if the terms and form or forms of the Trustee Securities of such Series have been established by or pursuant to a Board Resolution as permitted by Section 2.02, a copy of such Board Resolution and any Officers' Certificate that may be required pursuant to Section 2.02(b) or an executed supplemental indenture, if any; (or a duly appointed authenticating agentiii) an Officers' Certificate delivered in accordance with Section 11.05, and (iv) an Opinion of Counsel to manually sign the certificate of authentication of a Note only if effect that: (1) if the form or forms and terms of a particular issue of such Securities of such Series have been established by a supplemental indenture, Board Resolution or Company delivers Order as permitted by Section 2.02, that such Note to form or forms and terms have been established in conformity with the Trustee; provisions of this Indenture; (2) if the terms of a particular issue of Securities of that Series have been or are to be established by or pursuant to a supplemental indenture, Board Resolution or Company Order as permitted by Section 2.02, that upon delivery of such Note is executed supplemental indenture, Board Resolution or Company Order such form or forms and terms will have been established in conformity with the provisions of this Indenture; and (3) such Securities, when authenticated and delivered by the Trustee or an authenticating agent and issued by the Company in accordance with Section 2.02(A); the manner and (3) subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company delivers entitled to the benefits of this Indenture. If the terms and form or forms of such Securities have been established by or pursuant to a supplemental indenture, Board Resolution or Company Order as permitted by Section 2.02, the Trustee or an authenticating agent shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will materially and adversely affect the Trustee's own rights, duties or immunities under the Securities and this Indenture. Notwithstanding the foregoing, until the Company has delivered an Opinion of Counsel to the Trustee that and the Registrar stating that, as a result of the action described, the Company would not suffer adverse consequences under the provisions of United States law or regulations in effect at the time of the delivery of Unregistered Securities, (ai) requests delivery of Unregistered Securities by the Trustee to authenticate such Note; or Registrar will be made only outside the United States and its possessions and (bii) sets forth the name of the Holder of such Note and the date as of which such Note is to Unregistered Securities will be authenticated. If such Company Order also requests released by the Trustee to deliver such Note to any Holder or Registrar in definitive form to the Depositary, then person entitled to physical delivery thereof only upon presentation of a certificate in the Trustee will promptly deliver such Note in accordance with such Company Orderform prescribed by the Company. (iiie) The aggregate principal amount of Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the Board Resolution, any Company Order or supplemental indenture pursuant to Section 2.02 or in any additional Board Resolution, Company Order or supplemental indenture which shall reopen a Series of Securities pursuant to Section 2.02. (f) The Trustee may appoint an authenticating agent acceptable to the Company or agents to authenticate NotesSecurities. A duly appointed An authenticating agent may authenticate Notes Securities whenever the Trustee may do so under this Indenture, and a Note authenticated as provided so. Each reference in this Indenture to authentication by the Trustee includes authentication by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trusteeor agents. Each duly appointed An authenticating agent will have has the same rights as an Agent to deal with the Company as or any Affiliate. The term "authenticating agent" includes any co-authenticating agent. If it shall be established pursuant to Section 2.02 that the Securities of a Series are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee would have if or an authenticating agent shall, in accordance with this Section and Section 2.02 with respect to such Series, authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such Series issued and not yet cancelled, having identical terms, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions and (iv) shall bear a legend substantially to the following effect: "Unless and until it were performing is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the duties that Depositary to the authentication agent was validly appointed nominee of the Depositary or by a nominee of the Depositary to undertakethe Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary." Each Depositary designated pursuant to Section 2.02 must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation.

Execution, Authentication and Delivery. (Aa) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes Certificated Securities shall be executed on behalf of the Company by its Chairman of the Board of Directors, the Vice-Chairman of the Board of Directors, the Chief Executive Officer, the President, a Vice-President, the Chief Financial Officer, the Treasurer, or an Assistant Treasurer, under its corporate seal reproduced thereon and attested by its Secretary or an Assistant Secretary. Signatures shall be manual or facsimile. The coupons of Unregistered Securities shall bear the facsimile signature. A Note’s validity will not be affected by signature of the failure Treasurer or an Assistant Treasurer of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company. (Bb) Authentication If an Officer, an Assistant Treasurer or an Assistant Secretary whose signature is on a Certificated Security or coupon no longer holds that office at the time the Certificated Security is Authenticated, the Certificated Security or coupon shall be valid nevertheless. (c) A Security shall not be valid until Authenticated by the manual signature of the Trustee or an authenticating agent and no coupon shall be valid until the Security to which it appertains has been so Authenticated. Such signature shall be conclusive evidence that the Security has been Authenticated under this Indenture. Each Unregistered Security shall be dated the date of its original issuance and each Registered Security shall be dated the date of its Authentication. Notwithstanding the foregoing, an Uncertificated Security shall be valid when Authenticated by the Trustee and Deliveryor authenticating agent. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note. (iid) The Trustee will cause an authorized signatory shall Authenticate and deliver Securities of any Series for original issue from time to time in the aggregate principal amount established for such Series pursuant to such procedures acceptable to the Trustee and to such recipients as may be specified from time to time by a Company Order; provided that in the case of Uncertificated Securities of any Series there shall be no delivery requirement. The maturity date, original issue date, interest rate and any other terms of the Securities of such Series shall be determined by or pursuant to such Order and procedures. If provided for in such procedures, such Order may authorize Authentication and delivery pursuant to oral instructions from the Company or its duly authorized agent, which instructions shall be promptly confirmed in writing. The Trustee may conclusively rely on the documents and opinion delivered pursuant to Section 2.02 and this Section 2.03, as applicable (unless revoked by superseding comparable documents or a duly appointed authenticating agentopinions) as to manually sign the certificate authorization of authentication the Board of a Note only if Directors of any Securities delivered hereunder, the form thereof and the legality, validity, binding effect and enforceability thereof. If the form and general terms of the Securities of any Series have been established by or pursuant to one or more Board Resolutions as permitted by Section 2.02, in Authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating, (1) the Company delivers form and general terms of such Note to Securities have been established in conformity with the Trustee; provisions of this Indenture; (2) that Securities in such Note is executed by the Company form, when completed as to specific terms substantially in accordance with Section 2.02(Athe Board Resolution establishing such form or any actions taken pursuant thereto (the records of which actions shall have been evidenced as provided in such Board Resolution), when Authenticated in accordance with the Indenture, all in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors' rights and to general equity principles; and and (3) the Guarantee in respect of the Securities constitutes a valid and legally binding obligation of the Guarantor, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors' rights and to general equity principles. If the terms and form or forms of such Securities have been established by or pursuant to a Board Resolution as permitted by Section 2.02, the Trustee shall not be required to Authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee's own rights, duties, or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the foregoing, until the Company delivers a Company Order has delivered an Officers' Certificate to the Trustee that and the Registrar stating that, as a result of the action described in such notice, the Company would not suffer adverse consequences under the provisions of United States law or regulations in effect at the time of the delivery of Unregistered Securities, (ai) requests delivery of Unregistered Securities will be made only outside the Trustee to authenticate such Note; United States and its possessions and (bii) sets forth Unregistered Securities will be released in definitive form whether in the name form of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder a Global Security or otherwise to the Depositary, then person entitled to physical delivery thereof only upon presentation of a certificate in the Trustee will promptly deliver form prescribed by the Company and set forth in or annexed to such Note in accordance with such Company OrderOfficers' Certificate. (iiie) The Trustee aggregate principal amount of Securities of any Series outstanding at any time may appoint not exceed any limit upon the maximum principal amount for such Series set forth in the Board Resolution (or certificate of an authenticating agent acceptable Officer or Officers) or supplemental indenture pursuant to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes Section 2.02. (f) The form of this Indenture, to be authenticated by the Trustee's Certificate of Authentication to appear on Certificated Securities shall read as follows: "This is one of the Certificated Securities of the Series designated therein referred to in the within-mentioned Indenture. Each duly appointed authenticating agent will have The Chase Manhattan Bank, as Trustee By ---------------------------------- Authorized Officer" (g) The Company and the same rights to deal with the Company as the Trustee would have if it were performing the duties Guarantor hereby acknowledge that the authentication agent was validly appointed failure to undertakeendorse the Guarantee on Certificated Securities shall not affect or impair validity or enforceability of such Guarantee.

Execution, Authentication and Delivery. (A) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes The Securities shall be executed on behalf of the Company by its Chairman, Vice Chairman, President or one of its Executive Vice Presidents or Senior Vice Presidents and may, but need not be, under its corporate seal, which may be in facsimile form and may be imprinted or otherwise reproduced thereon and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signaturesignatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. A Note’s validity will not be affected by At any time and from time to time after the failure execution and delivery of this Indenture, the Company may deliver Securities of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company. (B) Authentication by the Trustee and Delivery. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is series executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities to or upon a Company Order, an Officers’ Certificate required pursuant to Section 1.02 and an Opinion of Counsel required pursuant to Section 1.02 without any further action by the Company. The Trustee shall have the right to decline to authenticate and deliver any Security under this Section if the Trustee, being advised by counsel, determines that (a) requests such action may not lawfully be taken or if the Trustee in good faith by its board of directors or trustees, executive committee, or a trust committee of Responsible Officers shall determine that such action would expose the Trustee to personal liability. All Registered Securities shall be dated the date of their authentication; provided, however, that if provided for in the form of Security, interest may accrue from a date other than the authentication date. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the provisions of Section 3.01 and of this Section 3.03, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officers’ Certificate or supplemental indenture otherwise required pursuant to Section 3.01 or the Company Order, Officers’ Certificate and Opinion of Counsel required pursuant to this Section 3.03 at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the time of authentication upon original issuance of the first Security of such series to be issued; provided, however, that any subsequent request by the Company to the Trustee to authenticate Securities of such Note; series shall constitute a representation and (b) sets forth warranty by the name Company that as of the Holder date of such Note request the statements made in the Officers’ Certificate delivered pursuant to Section 3.01 shall be true and correct on the date thereof as if made on and as of which the date thereof and that the Opinion of Counsel delivered at or prior to such Note is time of authentication shall relate to be authenticated. If all subsequent issuances of Securities of such Company Order also requests the Trustee to deliver such Note to any Holder or series that are identical to the Depositary, then Securities issued in the Trustee will promptly deliver first issuance of Securities of such Note in accordance with such Company Orderseries. (iii) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication agent was validly appointed to undertake.

Execution, Authentication and Delivery. (A) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes on behalf of the Company by manual manual, electronic (i.e. “. pdf”) or facsimile signature. A Note’s validity will not be affected by the failure of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company. (B) Authentication by the Trustee and Delivery. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such NoteNote by manual signature. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iii) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this the Indenture, and a Note authenticated as provided in this the Indenture by such an agent will be deemed, for purposes of this the Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication agent was validly appointed to undertake.

Execution, Authentication and Delivery. (A) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes on behalf of the Company by manual manual, facsimile or facsimile other electronic signature. A Note’s validity will not be affected by the failure of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company. (B) Authentication by the Trustee and Delivery. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated, along with the Opinion of Counsel and Officer’s Certificate required hereunder. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the DepositaryDepositary (or its custodian), then the Trustee will promptly deliver such Note in accordance with such Company Order. (iii) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication agent was validly appointed to undertake.

Execution, Authentication and Delivery. (A) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes on behalf of the Company by manual manual, electronic (e.g., “.pdf”) or facsimile signature. A Note’s validity will not be affected by the failure of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company. (B) Authentication by the Trustee and Delivery. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iii) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication agent was validly appointed to undertake.

Execution, Authentication and Delivery. (Aa) Due Execution by the Company. At least one (1) duly authorized Officer will of each Issuer shall sign the Notes on behalf of the Company for each Issuer by manual or facsimile signature. A Note’s validity will not The Issuers' respective seals may be affected by reproduced on the failure of any Notes and may be in facsimile form; provided, however, that no seal shall be required to be reproduced on the Notes. (b) If an Officer whose signature is on any a Note to hold, no longer holds that office at the time such a Note is authenticated, the same or any other office at the CompanyNote shall nevertheless be valid. (Bc) Authentication A Note shall not be valid until authenticated by the Trustee and Deliverymanual signature of the Trustee. The Trustee's manual signature shall be conclusive evidence that the Note has been authenticated under this Indenture. (id) No Note will be valid until it is authenticated At any time and from time to time following the execution of this Indenture, the Issuers may deliver Notes executed by the Trustee. A Note will be deemed Issuers to be duly authenticated only when an authorized signatory the Trustee for authentication, and the Trustee shall, upon a written order of the Trustee Issuers signed by at least one Officer of each Issuer (an "Authentication Order"), authenticate Notes for original issue up to the aggregate principal amount or a duly appointed authenticating agent) manually signs principal amount at Maturity, as applicable, stated in the certificate Notes. The aggregate principal amount or principal amount at Maturity, as applicable, of authentication of Notes outstanding at any time may not exceed such Noteamount except as provided in Section 2.07 hereof. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iiie) The Trustee may appoint an authenticating agent Authenticating Agent acceptable to the Company Issuers to authenticate Notes. A duly appointed An authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided so. Each reference in this Indenture to authentication by the Trustee includes authentication by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trusteeagent. Each duly appointed An authenticating agent will have has the same rights as Registrar or Paying Agent to deal with Holders or an Affiliate of the Company as the Trustee would have if it were performing the duties that the authentication agent was validly appointed to undertakeIssuers.

Execution, Authentication and Delivery. (A) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes The Bonds shall be executed on behalf of the Company Issuer by any of its Responsible Officers. The signature of any such Responsible Officer on the Bonds may be manual or facsimile. Bonds bearing the manual or facsimile signature. A Note’s validity will signature of individuals who were at any time Responsible 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 Bonds or did not be affected by the failure of any Officer whose signature is on any Note to hold, hold such offices at the date of such Bonds. At any time such Note is authenticatedand from time to time after the execution and delivery of this Indenture, the same or any other office at the Company. (B) Authentication by the Trustee and Delivery. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is Issuer may deliver Bonds executed by the Company in accordance with Section 2.02(A)Issuer to the Indenture Trustee pursuant to an Issuer Order for authentication; and (3) the Company delivers a Company Order to the Indenture Trustee that (a) requests the Trustee to shall authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note Bonds as in accordance with such Company Order. (iii) this Indenture provided and not otherwise. The Trustee may appoint an authenticating agent acceptable to the Company Issuer to authenticate NotesBonds. A duly appointed An authenticating agent may authenticate Notes Bonds whenever the Indenture Trustee may do so under this Indenture, and a Note authenticated as provided so. Each reference in this Indenture to authentication by the Indenture Trustee includes authentication by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trusteeagent. Each duly appointed An authenticating agent will have has the same rights as the Paying Agent and the Securities Registrar to deal with the Company as Issuer or any Affiliate of the Issuer. No Bond shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Bond a certificate of authentication substantially in the form provided for therein executed by the Indenture Trustee would have if it were performing by the duties manual signature of one of its authorized signatories, and such certificate upon any Bond shall be conclusive evidence, and the only evidence, that the authentication agent was validly appointed to undertakesuch Bond has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. (A) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes on behalf of the Company by manual manual, electronic or facsimile signature. A Note’s validity will not be affected by the failure of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company. (B) Authentication by the Trustee and Delivery. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. For the avoidance of doubt, the Company will not be required to deliver an Opinion of Counsel to the Trustee in connection with the authentication of the Notes on the Issue Date. (iii) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication agent was validly appointed to undertake.

Execution, Authentication and Delivery. (A) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes on behalf of the Company by manual or facsimile signature. A Note’s validity will not be affected by the failure of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company. (B) Authentication by the Trustee and Delivery. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated; and (4) an Opinion of Counsel and an Officer’s Certificate. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iii) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication agent was validly appointed to undertake.

Execution, Authentication and Delivery. (A) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes on behalf of the Company by manual or facsimile signature. A Note’s validity will not be affected by the failure of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company. (B) Authentication by the Trustee and Delivery. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iii) The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Company or Holders of the Notes as the Trustee would have if it were performing the duties that the authentication authenticating agent was validly appointed to undertake.

Execution, Authentication and Delivery. (A) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes on behalf of the Company by manual or facsimile signature. A Note’s validity will not be affected by the failure of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company. (B) Authentication by the Trustee and Delivery. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iii) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this the Indenture, and a Note authenticated as provided in this the Indenture by such an agent will be deemed, for purposes of this the Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication agent was validly appointed to undertake.

Execution, Authentication and Delivery. (A) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes on behalf of the Company by manual manual, electronic or facsimile signature. A Note’s validity will not be affected by the failure of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company. (B) Authentication by the Trustee and Delivery. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the DepositaryDepositary (or its custodian), then the Trustee will promptly deliver such Note in accordance with such Company Order. (iii) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication agent was validly appointed to undertake.

Execution, Authentication and Delivery. (Aa) Due Execution by the Company. At least one (1) duly authorized An Authorized Officer of Issuer will sign the Notes execute each Note on behalf of Issuer. The signature of such Authorized Officer on the Company by Note may be manual or facsimile. (b) A Note bearing the manual or facsimile signature. A Note’s validity signature of individuals who were Authorized Officers of Issuer will bind Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Note or did not be affected by the failure of any Officer whose signature is on any Note to hold, hold such offices at the time such Note is authenticated, the same or any other office at the Company. (B) Authentication by the Trustee and Delivery. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory date of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication issuance of such Note. (iic) Indenture Trustee will, on the Closing Date, authenticate and deliver the Initial Note (which shall have an initial Note Balance of up to $300,000,000 and as to which the Note Purchaser shall be the Noteholder). The aggregate Note Balance of the Notes at any time Outstanding will not exceed such initial Note Balance except as provided in Section 2.5. (d) Each Note will be dated the date of its authentication. (e) The Trustee Notes will cause an authorized signatory of the Trustee (not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) appears on the Company delivers applicable Note, and such Note to certificate is substantially in the Trustee; (2) such Note form provided for in this Indenture and is executed by Indenture Trustee by the Company manual signature of one of its authorized signatories, and such certificate upon a Note will be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered under this Indenture. (f) Issuer and Indenture Trustee each acknowledges that Issuer, Note Purchaser and certain other parties have entered into the Note Purchase Agreement, pursuant to which Note Purchaser will acquire a note in substantially the form set forth as Exhibit A to the Note Purchase Agreement (an “Initial Note”) from Issuer on the Funding Date specified in the Note Purchase Agreement. Additional Notes in the form set forth as Exhibit A-1 to this Indenture (each, an “Additional Revolving Note”) may be issued from time to time in connection with an assignment by Note Purchaser or any assignee thereof of its obligation to fund Incremental Note Balances under the Note Purchase Agreement. Note Purchaser, as holder of the Initial Note, and the Noteholders from time to time of Additional Revolving Notes, will make purchases from the Issuer of Incremental Note Balances from time to time, which Incremental Note Balances will be represented by an increases in the Note Balance of such Initial Note or Additional Revolving Note, as the case may be, as set forth in a schedule attached to such Note. In addition, additional Notes in the form set forth as Exhibit A-2 to this Indenture (each, a “Term Note”) may be issued from time to time in connection with a transfer of a portion of any Note, where such transfer is made solely as to the funded portion of such Note, and is not made in connection with an assignment of all or a portion of the obligation to funding Incremental Note Balances under the Note Purchase Agreement. Each such transfer will be made pursuant to and in accordance with Section 2.02(A); 2.4. The date and (3) amount of each Incremental Note Balance purchased by a Noteholder shall be recorded on the Company delivers a Company Order schedule attached to the Trustee Initial Note or Additional Revolving Note as the case may be; provided, that (a) requests the Trustee failure to authenticate make such Note; and (b) sets forth the name of the Holder of recordation on such schedule or any error in such schedule shall not adversely affect such Noteholder’s rights with respect to any such Note and the date Note Balance represented thereby, and such Noteholder’s right to receive interest payments in respect of the Note Balance actually held. Absent manifest error, the Note Balance of the Initial Note as set forth in Note Purchaser’s records, and the Note Balance of which such each Additional Revolving Note is to as set forth on the applicable Noteholder’s records, shall be authenticated. If such Company Order also requests binding upon the Trustee to deliver such Note to parties hereto, notwithstanding any Holder notation or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Orderrecord made or kept by any other party hereto. (iiig) The Indenture Trustee agrees and acknowledges that Notes may appoint an authenticating agent acceptable not be issued under this Indenture except (i) as to the Company Initial Note, in the manner set forth in the Note Purchase Agreement and (ii) otherwise in connection with a transfer pursuant to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication agent was validly appointed to undertakeSection 2.4.

Execution, Authentication and Delivery. (Aa) Due Execution by Two Officers of the Company. At least one (1) duly authorized Officer will Issuer shall sign the Notes on behalf of for the Company Issuer by manual or facsimile signature. A Note’s validity will not be affected by the failure of any . (i) If an Officer whose signature is on any a Note to hold, no longer holds that office at the time such Note is authenticatedthe Trustee authenticates the Note, the same or any other office at the CompanyNote shall be valid nevertheless. (Bii) Authentication by the Trustee and Delivery. (i) No A Note will shall not be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed an authenticating agent) manually agent signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory on the Note by manual, facsimile or electronic signature upon Issuer Order. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Such Issuer Order shall specify the amount of the Trustee (or a duly appointed authenticating agent) Notes to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note be authenticated and the date as on which the original issue of which such Note Notes is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iii) The Trustee or an authenticating agent shall initially authenticate and deliver Notes in an aggregate principal amount of up to U.S.$ []. (iv) The Issuer may from time to time, without the consent of the Holders, create and issue additional Notes having the same terms and conditions as the Notes in all respects, except for issue date, issue price and the first payment of interest thereon. Additional Notes issued in this manner shall be consolidated with and shall form a single series with the previously outstanding Notes. (v) The Notes shall be issued in fully registered form without coupons attached in minimum denominations of U.S.$10,000 and integral multiples of U.S.$1,00 in excess thereof (each, an “Authorized Denomination”). (b) The Trustee may appoint an authenticating agent acceptable agent, with a copy of such appointment to the Company Issuer, to authenticate Notesthe Notes (the “Authenticating Agent”). A duly appointed authenticating agent Unless limited by the terms of such appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided so. Each reference in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated authentication by the TrusteeTrustee includes authentication by an Authenticating Agent. Each duly appointed authenticating agent will have An Authenticating Agent has the same rights to deal with the Company as the Registrar or any Transfer Agent or Paying Agent or agent for service of notices and demands. (i) Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. (ii) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee would have if it were performing and the duties that Issuer. The Trustee may at any time terminate the authentication agent was validly appointed agency of any Authenticating Agent by giving written notice of termination to undertakesuch Authenticating Agent and the Issuer. Upon receiving such notice of resignation or upon such a termination, the Trustee may appoint a successor Authenticating Agent reasonably acceptable to the Issuer and shall give written notice of such appointment to the Issuer. (iii) The Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services and reimbursement for its reasonable expenses relating thereto. (c) The Issuer initially appoints DTC to act as Depositary with respect to the Global Notes. The Trustee, as custodian, will act as custodian of the Global Notes for DTC or appoint a sub-custodian to act in such capacity.

Execution, Authentication and Delivery. (A) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes on behalf of the Company by manual manual, electronic or facsimile signature. A Note’s validity will not be affected by the failure of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company. (B) Authentication by the Trustee and Delivery. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such NoteNote by manual, electronic or facsimile signature. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iii) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication agent was validly appointed to undertake.

Execution, Authentication and Delivery. (A) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes on behalf of the Company by manual manual, electronic (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., xxx.xxxxxxxx.xxx) or facsimile signature. A Note’s validity will not be affected by the failure of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company. (B) Authentication by the Trustee and Delivery. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iii) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication agent was validly appointed to undertake.

Execution, Authentication and Delivery. (A) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes on behalf of the Company by manual manual, electronic (i.e. “. pdf”) or facsimile signature. A Note’s validity will not be affected by the failure of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company. (B) Authentication by the Trustee and Delivery. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such NoteNote by manual signature. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iii) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication agent was validly appointed to undertake.authenticating

Execution, Authentication and Delivery. (Aa) Due Execution by Two Officers of the Company. At least one (1) duly authorized Officer will Company shall sign the Notes on behalf of for the Company by manual or facsimile signature. A Note’s validity will not be affected by the failure of any . (i) If an Officer whose signature is on any a Note to hold, no longer holds that office at the time such Note is authenticatedthe Trustee authenticates the Note, the same or any other office at the CompanyNote shall be valid nevertheless. (Bii) Authentication by the Trustee and Delivery. (i) No A Note will shall not be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed an authenticating agent) agent manually signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory on the Note upon Company Order. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Such Company Order shall specify the amount of the Trustee (or a duly appointed authenticating agent) Notes to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note be authenticated and the date as on which the original issue of which such Note Notes is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iii) The Trustee or an authenticating agent shall initially authenticate and deliver Notes in an aggregate Principal amount of up to U.S.$612,000,000. (iv) The Company may from time to time, without the consent of the Holders of the Notes, create and issue additional Notes having the same terms and conditions as the Notes in all respects, except for issue date, issue price and the first payment of Interest thereon. Additional Notes issued in this manner shall be consolidated with and shall form a single series with the previously outstanding Notes. (v) The Notes shall be issued in fully registered form without coupons attached in minimum denominations of U.S.$100,000 and integral multiples of U.S.$1,000 in excess thereof (each, an “Authorized Denomination”). (b) The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Notesthe Notes (the “Authenticating Agent”). A duly appointed authenticating agent Unless limited by the terms of such appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided so. Each reference in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated authentication by the TrusteeTrustee includes authentication by an Authenticating Agent. Each duly appointed authenticating agent will have An Authenticating Agent has the same rights as the Registrar or any Transfer Agent or Paying Agent. (i) Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to deal with which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. (ii) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Company. Upon receiving such notice of resignation or upon such a termination, the Trustee may appoint a successor Authenticating Agent reasonably acceptable to the Company as and shall give written notice of such appointment to the Trustee would have if it were performing the duties that the authentication agent was validly appointed Company. (iii) The Company agrees to undertakepay to each Authenticating Agent from time to time reasonable compensation for its services and reimbursement for its reasonable expenses relating thereto.

Execution, Authentication and Delivery. (Ab) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes on behalf of the Company by manual If an Officer, an Assistant Treasurer or facsimile signature. A Note’s validity will not be affected by the failure of any Officer an Assistant Secretary whose signature is on any Note to hold, a Security or coupon no longer holds that office at the time such Note the Security is authenticated, the same Security or any other office at the Companycoupon shall be valid nevertheless. (Bc) Authentication A Security shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent and Deliveryno coupon shall be valid until the Security to which it appertains has been so authenticated. Such signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Each Unregistered Security shall be dated the date of its original issuance and each Registered Security shall be dated the date of its authentication. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note. (iid) The Trustee will cause an authorized signatory shall authenticate and deliver Securities of any Series for original issue from time to time in the aggregate principal amount established for such Series pursuant to such procedures acceptable to the Trustee as may be specified from time to time by a Company Order. The maturity date, original issue date, interest rate and any other terms of the Securities of such Series shall be determined by or pursuant to such Company Order and procedures. If provided for in such procedures, such Company Order may authorize authentication and delivery pursuant to oral instructions from the Company or its duly authorized agent, which instructions shall be promptly confirmed in writing. The Trustee may conclusively rely on the documents and opinion delivered pursuant to Section 2.02 and this Section 2.03, 34 -27- as applicable (unless revoked by superseding comparable documents or a duly appointed opinions) as to the authorization of the Board of Directors of any Securities delivered hereunder, the form thereof and the legality, validity, binding effect and enforceability thereof. In authenticating agentSecurities under this Indenture and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 7.01) to manually sign the certificate shall be fully protected in relying upon, an Opinion of authentication of a Note only if Counsel stating, (1) the form and general terms of such Securities have been established in conformity with the provisions of this Indenture; and (2) that Securities in such form, when completed as to specific terms substantially in accordance with the Board Resolution establishing such form or any actions taken pursuant thereto (the records of which actions shall have been evidenced as provided in such Board Resolution), when executed and delivered by the Company delivers to the Trustee for authentication, and when authenticated and delivered by the Trustee in accordance with the Indenture, all in the manner and subject to any conditions specified in such Note Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or 35 -28- affecting the enforcement of creditors' rights and to general equity principles. If the terms and form or forms of such Securities have been established by or pursuant to a Board Resolution as permitted by Section 2.02, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee; . Notwithstanding the foregoing, until the Company has delivered an Officers' Certificate to the Trustee and the Registrar stating that, as a result of the action described in such Officers' Certificate, the Company would not suffer adverse consequences under the provisions of United States law or regulations in effect at the time of the delivery of Unregistered Securities, (2i) such Note is executed delivery of Unregistered Securities will be made only outside the United States and its possessions and (ii) Unregistered Securities will be released in definitive form whether in the form of a Global Security or otherwise to the person entitled to physical delivery thereof only upon presentation of a certificate in the form prescribed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company OrderOfficers' Certificate. (iiie) The aggregate principal amount of Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the Board Resolution (or certificate of an Officer or Officers) or supplemental indenture pursuant to Section 2.02. 36 -29- (f) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate NotesSecurities. A duly appointed The fees and expenses of any authenticating agent shall be paid by the Company. An authenticating agent may authenticate Notes Securities whenever the Trustee may do so under this Indenture, and a Note authenticated as provided so. Each reference in this Indenture to authentication by the Trustee includes authentication by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trusteeagent. Each duly appointed An authenticating agent will have has the same rights as an Agent to deal with the Company or an Affiliate. (g) The form of the Trustee's Certificate of Authentication to appear on the Securities shall read as follows: This is one of the Trustee would have if it were performing Securities described in the duties that within-mentioned Indenture. [_______________________] As Trustee, By__________________________ Authorized Signatory (h) If an authenticating agent has been appointed pursuant to Section 2.03(f) the authentication agent was validly appointed form of the Authenticating Agent's Certificate of Authentication to undertake.appear on the Securities shall read as follows: This is one of the Securities described in the within-mentioned Indenture. As Authenticating Agent, By__________________________ Authorized Officer

Execution, Authentication and Delivery. (Aa) Due Execution by One Officer of the Company. At least one (1) duly authorized Officer will Company shall sign the Notes on behalf of for the Company by manual or facsimile signature. A Note’s validity will not be affected by the failure of any . (i) If an Officer whose signature is on any a Note to hold, no longer holds that office at the time such Note is authenticatedthe Trustee authenticates the Note, the same or any other office at the CompanyNote shall be valid nevertheless. (Bii) Authentication by the Trustee and Delivery. (i) No A Note will shall not be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed an authenticating agent) agent manually or electronically signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory on the Note upon Company Order. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Such Company Order shall specify the amount of the Trustee (or a duly appointed authenticating agent) Notes to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note be authenticated and the date as on which the original issue of which such Note Notes is to be authenticated. If The Trustee shall have the right to decline to authenticate and make available for delivery any Notes under this Section 2.02 if the Trustee, being advised by counsel to the Trustee, determines that such Company Order also requests action would expose the Trustee to deliver such Note to any Holder or personal liability in a manner not reasonably acceptable to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company OrderTrustee. (iii) The Trustee or an authenticating agent shall authenticate and deliver initially Initial Notes on the Issue Date in an aggregate principal amount of U.S. $105,000,000 and any Additional Notes for original issue from time to time after the Issue Date in such principal amounts as set forth in Section 2.15, in each case upon a Company Order. (iv) The Company may from time to time, without notice to, and without the consent of, the Holders of the Notes, create and issue Additional Notes having the same terms and conditions as the Notes in all respects, except for issue date, issue price and the first payment of interest thereon, provided that, at the time of such issuance, no Event of Default has occurred and is continuing under this Indenture with respect to the Notes. Additional Notes issued in this manner shall be consolidated with and shall form a single class for non-U.S. federal income tax purposes with the previously Outstanding Notes. Unless the context otherwise requires, for all purposes of this Indenture and the form of Note attached hereto, references to the Notes include any Additional Notes actually issued. (v) The Notes shall be issued in fully registered form without coupons attached in minimum denominations of U.S. $200,000 and integral multiples of U.S. $1,000 in excess thereof (each, an “Authorized Denomination”). (b) The Trustee may appoint an authenticating agent acceptable agent, with a copy of such appointment to the Company Company, to authenticate Notesthe Notes (the “Authenticating Agent”). A duly appointed authenticating agent Unless limited by the terms of such appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided so. Each reference in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated authentication by the TrusteeTrustee includes authentication by an Authenticating Agent. Each duly appointed authenticating agent will have An Authenticating Agent has the same rights as the Registrar or any Transfer Agent or Paying Agent or agent for service of notices and demands. (i) Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to deal with which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business (and this transaction in particular) of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. (ii) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Company. Upon receiving such notice of resignation or upon such a termination, the Trustee may appoint a successor Authenticating Agent reasonably acceptable to the Company as and shall give written notice of such appointment to the Trustee would have if it were performing the duties that the authentication agent was validly appointed Company. (iii) The Company agrees to undertakepay to each Authenticating Agent from time to time reasonable compensation for its services and reimbursement for its reasonable expenses relating thereto.

Execution, Authentication and Delivery. (A) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes on behalf of the Company by manual manual, electronic (e.g., “.pdf”) or facsimile signature. A Note’s validity will not be affected by the failure of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company. (B) Authentication by the Trustee and Delivery. (i) No Note will be valid until it is authenticated by an authorized signatory of the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually or electronically signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually or electronically sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iii) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication agent was validly appointed to undertake.

Execution, Authentication and Delivery. (A) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes on behalf of the Company by manual or facsimile electronic signature. A Note’s validity will not be affected by the failure of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company. (B) Authentication by the Trustee and Delivery. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such NoteNote by manual, facsimile or electronic signature. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign authenticate the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iii) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication authenticating agent was validly appointed to undertake.

Execution, Authentication and Delivery. (Aa) Due Execution by An Officer of the Company. At least one (1) duly authorized Officer will Issuer shall sign the Notes on behalf of for the Company Issuer by manual manual, PDF or facsimile signature. A Note’s validity will not be affected by the failure of any . (i) If an Officer whose signature is on any a Note to hold, no longer holds that office at the time such Note is authenticatedthe Trustee authenticates the Note, the same or any other office at the CompanyNote shall be valid nevertheless. (Bii) Authentication by the Trustee and Delivery. (i) No A Note will shall not be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed an authenticating agent) agent manually signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory on the Note upon Company Order. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Such Company Order shall specify the amount of the Trustee (or a duly appointed authenticating agent) Notes to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note be authenticated and the date as on which the original issue of which such Note Notes is to be authenticated. If such Company Order also requests . (iii) On the Issue Date, the Trustee or an Authenticating Agent shall authenticate and deliver the Initial Notes and, at any time and from time to deliver such Note to time thereafter, any Holder or to the Depositary, then the Trustee will promptly deliver such Note Additional Notes for original issue as set forth in accordance with such Section 2.13 in each case upon a Company Order. (iiiiv) The Notes shall be issued in fully registered form without coupons attached in minimum denominations of US$200,000 and integral multiples of US$1,000 in excess thereof (each, an “Authorized Denomination”). (b) The Trustee may appoint an authenticating agent acceptable agent, with a copy of such appointment to the Company Issuer, to authenticate Notesthe Notes (the “Authenticating Agent”). A duly appointed authenticating agent Unless limited by the terms of such appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided so. Each reference in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated authentication by the TrusteeTrustee includes authentication by an Authenticating Agent. Each duly appointed authenticating agent will have An Authenticating Agent has the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication Registrar or any Transfer Agent or Paying Agent or agent was validly appointed to undertakefor service of notices and demands.

Execution, Authentication and Delivery. (A) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes on behalf of the Company by manual manual, electronic or facsimile signature. A Note’s validity will not be affected by the failure of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company. (B) Authentication by the Trustee and Delivery. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iii) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication agent was validly appointed to undertake.

Execution, Authentication and Delivery. (A) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes on behalf of the Company by manual or facsimile signature. A Note’s validity will not be affected by the failure of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company. (B) Authentication by the Trustee and Delivery. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order.. Table of Contents (iii) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication agent was validly appointed to undertake.

Execution, Authentication and Delivery. (A) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes on behalf of the Company by manual manual, facsimile or facsimile other electronic signature. A Note’s validity will not be affected by the failure of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company. (B) Authentication by the Trustee and Delivery. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iii) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this the Indenture, and a Note authenticated as provided in this the Indenture by such an agent will be deemed, for purposes of this the Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication authenticating agent was validly appointed to undertake.

Execution, Authentication and Delivery. (Aa) Due Execution by One Officer of the Company. At least one (1) duly authorized Officer will Company shall sign the Notes on behalf of Bonds for the Company by manual or facsimile signature. A Note’s validity will not be affected by the failure of any . (i) If an Officer whose signature is on any Note to hold, a Bond no longer holds that office at the time such Note is authenticatedthe Trustee authenticates the Bond, the same or any other office at the CompanyBond shall be valid nevertheless. (Bii) Authentication by the Trustee and Delivery. (i) No Note will A Bond shall not be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed an authenticating agent) agent manually signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory on the Bond upon Company Order. Such signature shall be conclusive evidence that the Bond has been authenticated under this Indenture. Such Company Order shall specify the amount of the Trustee (or a duly appointed authenticating agent) Bonds to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note be authenticated and the date as on which the original issue of which such Note Bonds is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iii) The Trustee or an authenticating agent shall authenticate and deliver Bonds in an aggregate principal amount of U.S.$275,000,000. (iv) The Company may from time to time, without the consent of the Holders of the Bonds, create and issue additional Bonds having the same terms and conditions as the Bonds in all respects, except for issue date, issue price and the first payment of interest thereon. Additional Bonds issued in this manner shall be consolidated with and shall form a single series with the previously outstanding Bonds for all purposes hereof. (v) The Bonds shall be issued in fully registered form without coupons attached in minimum denominations of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof (each, an “Authorized Denomination”). (b) The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Notesthe Bonds (the “Authenticating Agent”). A duly appointed authenticating agent Unless limited by the terms of such appointment, an Authenticating Agent may authenticate Notes Bonds whenever the Trustee may do so under this Indenture, and a Note authenticated as provided so. Each reference in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated authentication by the TrusteeTrustee includes authentication by an Authenticating Agent. Each duly appointed authenticating agent will have An Authenticating Agent has the same rights as the Registrar or any Transfer Agent or Paying Agent or agent for service of notices and demands. (i) Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to deal with which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. (ii) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Company. Upon receiving such notice of resignation or upon such a termination, the Trustee may appoint a successor Authenticating Agent reasonably acceptable to the Company as and shall give written notice of such appointment to the Company. (iii) The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services and reimbursement for its reasonable expenses relating thereto and the Trustee would have if it were performing shall be entitled to be promptly reimbursed by the duties that the authentication agent was validly appointed to undertakeCompany for such payments.

Execution, Authentication and Delivery. (A) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes on behalf of the Company by manual manual, electronic or facsimile signature. A Note’s validity will not be affected by the failure of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company. (B) Authentication by the Trustee and Delivery. (i) No Note will be valid until it is authenticated by the Trustee. A Note will ​ ​ be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iii) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication agent was validly appointed to undertake.

Execution, Authentication and Delivery. (A) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes on behalf of the Company by manual or facsimile signature. A Note’s validity will not be affected by the failure of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company. (B) Authentication by the Trustee and Delivery. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iii) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with Holders or the Company as the Trustee would have if it were performing the duties that the authentication agent was validly appointed to undertake.

Execution, Authentication and Delivery. (A) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes on behalf of the Company by manual manual, electronic, or facsimile signature. A Note’s validity will not be affected by the failure of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company. (B) Authentication by the Trustee and Delivery. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iii) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication authenticating agent was validly appointed to undertake.

Execution, Authentication and Delivery. (A) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes on behalf of the Company by manual manual, facsimile or facsimile other electronic signature. A Note’s validity will not be affected by the failure of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company. (B) Authentication by the Trustee and Delivery. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iii) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this the Indenture, and a Note authenticated as provided in this the Indenture by such an agent will be deemed, for purposes of this the Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication agent was validly appointed to undertake.

Execution, Authentication and Delivery. (Aa) Due Execution by One Officer of the Company. At least one (1) duly authorized Officer will Issuer shall sign the Notes on behalf of for the Company Issuer by manual or facsimile signature. A Note’s validity will not be affected by the failure of any . (i) If an Officer whose signature is on any a Note to hold, no longer holds that office at the time such Note is authenticatedthe Trustee authenticates the Note, the same or any other office at the CompanyNote shall be valid nevertheless. (Bii) Authentication by the Trustee and Delivery. (i) No A Note will shall not be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed an authenticating agent) agent electronically or manually signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory on the Note upon Issuer Order. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Such Issuer Order shall specify the amount of the Trustee (or a duly appointed authenticating agent) Notes to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note be authenticated and the date as on which the original issue of which such Note Notes is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iii) The Trustee or an authenticating agent shall authenticate and deliver Notes on the Issue Date in an aggregate principal amount of U.S.$370,490,204 upon an Issuer Order. (iv) The Notes shall be issued in fully registered form without coupons attached in minimum denominations of U.S.$200,000 and integral multiples of U.S.$1.00 in excess thereof (each, an “Authorized Denomination”). (b) The Trustee may appoint an authenticating agent acceptable agent, with a copy of such appointment to the Company Issuer, to authenticate Notesthe Notes (the “Authenticating Agent”). A duly appointed authenticating agent Unless limited by the terms of such appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided so. Each reference in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated authentication by the TrusteeTrustee includes authentication by an Authenticating Agent. Each duly appointed authenticating agent will have An Authenticating Agent has the same rights as the Registrar or any Transfer Agent or Paying Agent or agent for service of notices and demands. (i) Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to deal which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business (and this transaction in particular) of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. (ii) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and the Issuer. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. Upon receiving such notice of resignation or upon such a termination, the Trustee may appoint a successor Authenticating Agent reasonably acceptable to the Issuer and shall give written notice of such appointment to the Issuer. (iii) The Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services and reimbursement for its reasonable expenses relating thereto. (iv) For so long as the Notes are listed on the SGX-ST and the rules of the SGX-ST so require, upon any issuance of individual definitive Notes, the Issuer will appoint and maintain a Paying Agent in Singapore where such individual definitive Notes may be presented or surrendered for payment or redemption. In the event that any Global Note is exchanged for individual definitive Notes, the Issuer shall procure that an announcement is made through the SGX-ST that will include all material information with respect to the delivery of the individual definitive Notes, including details of the Paying Agent in Singapore and where the individual definitive Notes may be presented or surrendered for payment or redemption. The Issuer will provide prompt notice of the termination, appointment or change in the office of any Paying Agent in Singapore acting in connection with the Company as the Trustee would have if it were performing the duties that the authentication agent was validly appointed to undertakeNotes.

Execution, Authentication and Delivery. (A) Due Execution by the CompanyIssuers. At least one (1) duly authorized Officer will sign the Notes on behalf of the Company each Issuer by manual manual, electronic or facsimile signature. A Note’s validity will not be affected by the failure of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Companysuch Issuer. (B) Authentication by the Trustee and Delivery. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually or electronically signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually or electronically sign the certificate of authentication of a Note only if (1) the Company delivers Issuers deliver such Note to the Trustee; (2) such Note is executed by the Company Issuers in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iii) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication agent was validly appointed to undertake.

Execution, Authentication and Delivery. (Aa) Due Execution Each Note shall be executed by the Company. At least one (1) duly authorized Officer will sign the Notes manual or facsimile signature on behalf of the Company Issuer by any of its Authorized Officers. (b) Notes bearing the manual or facsimile signature. A Note’s validity will not be affected by the failure signature of any Officer whose signature is on any Note to hold, an individual who was at the time of signature an Authorized Officer of the Issuer shall bind the Issuer, notwithstanding that such Note is authenticated, individual has ceased to hold such office prior to the same authentication and delivery of such Notes or any other did not hold such office at the Companydate of such Notes. (Bc) Authentication 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 Deliverysuch certificate of authentication shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (id) No Note will From time to time when permitted hereunder, the Issuer shall execute and 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 valid until it is authenticated and delivered by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Indenture Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company OrderIssuer Request. (iiie) The Indenture Trustee may appoint one or more agents (each, an authenticating agent "Authenticating Agent"), reasonably acceptable to the Company Issuer, to authenticate the Notes. A duly appointed authenticating agent Any such appointment shall be evidenced by an instrument signed by a Responsible Officer of the Indenture Trustee, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an Authenticating Agent may authenticate Notes whenever the Indenture Trustee may do so under this Indenture, and a Note authenticated as provided so. Each reference in this Indenture to authentication by the Indenture Trustee shall include authentication by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the TrusteeAuthenticating Agent. Each duly appointed authenticating agent will An Authenticating Agent shall have the same rights to deal with as any Note Registrar, Paying Agent or agent for service of notices and demands. As of the date hereof, the Indenture Trustee appoints Deutsche Bank Trust Company Americas as the Trustee would have if it were performing the duties that the authentication agent was validly appointed to undertakeAuthenticating Agent.

Execution, Authentication and Delivery. (Aa) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes The Securities shall be executed on behalf of the Company by, and the Guarantees endorsed xxxxxxx shall be executed on behalf of the Guarantor by, its President, an Executive Vice President or a Vice President, and by its Treasurer or an Assistant Treasurer, or its Secretary or an Assistant Secretary. Signatures shall be manual or facsimile. The Company's seal shall be reproduced on the Securities and may, but need not, be attested. The Guarantor's seal shall be reproduced on the Guarantees and may, but need not, be attested. The coupons of Unregistered Securities shall bear the facsimile signature. A Note’s validity will not be affected by signature of the failure Treasurer or an Assistant Treasurer of any the Company. (b) If an Officer whose signature is on any Note to holda Security, a Guarantee or coupon no longer holds that office at the time such Note the Security or the Guarantee is authenticated, the same Security, Guarantee or coupon shall be valid nevertheless. (c) A Security or Guarantee thereon shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent, and no coupon shall be valid until the Security to which it appertains has been so authenticated. Such signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Each Unregistered Security shall be dated the date of its authentication. (d) The Trustee (or an authenticating agent appointed pursuant to Section 2.03(f)) shall at any time, and from time to time, authenticate and deliver Securities of any Series executed and delivered by the Company with Guarantees endorsed thereon for original issue in an unlimited aggregate principal amount, upon receipt by the Trustee (or an authentication agent) of (i) a Company Order or directions pursuant to such a Company Order for the authentication and delivery of such Securities; (ii) if the terms and form or forms of the Securities of such Series have been established by or pursuant to a Board Resolution as permitted pursuant to Section 2.02, a copy of such Board Resolution and any certificate that may be required pursuant to Section 2.02(c); (iii) an Officers' Certificate of the Guarantor establishing the terms of the Guarantees; and (iv) an Opinion of Counsel stating: (1) if the form of such Securities has been established by or pursuant to a Board Resolution as permitted by Section 2.02, that such form has been established in conformity with provisions of this Indenture; (2) if the terms of such Securities have been established by or pursuant to a Board Resolution as permitted by Section 2.02, that such terms have been established, or provision has been made for their establishment, in conformity with the provisions of this indenture; and (3) that such Securities and Guarantees, when authenticated and delivered by the Trustee (or an authenticating agent) and issued by the Company or the Guarantor, as applicable, in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company or the Guarantor, as applicable, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization, and other office laws of general applicability relating to or affecting the enforcement of creditors' rights and to general equity principles. If the terms and form or forms of such Securities have been established by or pursuant to a Board Resolution as permitted by Section 2.02, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will materially and adversely affect the Trustee's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the foregoing, until the Company has notified the Trustee and the Registrar that, as a result of the action described, the Company would not suffer adverse consequences under the provisions of United States law or regulations in effect at the time of the delivery of Unregistered Securities, (i) delivery of Unregistered Securities will be made only outside the United States and its possessions, and (ii) Unregistered Securities will be released in definitive form to the person entitled to physical delivery thereof only upon presentation of a certificate in the form prescribed by the Company. (Be) Authentication by The aggregate principal amount of Securities of any Series outstanding at any time may not exceed any limit upon the Trustee and Deliverymaximum principal amount for such Series set forth in the Board Resolution (or certificate of an Officer or Officers) or supplemental indenture pursuant to Section 2.02 or in any additional Board Resolution or supplemental indenture which shall reopen a Series of Securities pursuant to Section 2.02. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iiif) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate NotesSecurities. A duly appointed An authenticating agent may authenticate Notes Securities whenever the Trustee may do so under this Indenture, and a Note authenticated as provided so. Each reference in this Indenture to authentication by the Trustee includes authentication by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trusteeagent. Each duly appointed An authenticating agent will have has the same rights as an Agent to deal with the Company as the Trustee would have if it were performing the duties that the authentication agent was validly appointed to undertakeor an Affiliate.

Execution, Authentication and Delivery. (A) Due Execution by the Company. At least one (1) duly authorized Authorized Officer will sign the Notes on behalf of the Company by manual manual, electronic (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., wxx.xxxxxxxx.xxx) or facsimile signature. A Note’s validity will not be affected by the failure of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company. (B) Authentication by the Trustee and Delivery. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually manually, electronically (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., wxx.xxxxxxxx.xxx), or by facsimile signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually manually, electronically (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., wxx.xxxxxxxx.xxx), or by facsimile sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iii) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication agent was validly appointed to undertake. (iv) So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, subject to the second sentence of Section 2.10(B)(i) and to Section 2.12, all Notes shall be represented by one or more Notes in global form registered in the name of the Depositary or the nominee of the Depositary and all such Global Notes will be issued in reliance on Rule 144A of the Securities Act. The transfer and exchange of beneficial interests in a Global Note that does not involve the issuance of a Physical Note will be effected through the Depositary (but not the Trustee or the custodian) in accordance with this Indenture and the procedures of the Depositary therefor.

Execution, Authentication and Delivery. (A) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes on behalf of the Company by manual manual, electronic (e.g., “.pdf”) or facsimile signature. A Note’s validity will not be affected by the failure of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company. (B) Authentication by the Trustee and Delivery. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iii) The Trustee shall have the right to decline to authenticate and deliver any Note: (a) if the Trustee, being advised by counsel, determines that such action may not be taken lawfully; or (b) if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to Holders of any then outstanding Notes. (iv) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication agent was validly appointed to undertake.

Execution, Authentication and Delivery. (Aa) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes Securities shall be executed on behalf of the Company by its Chief Executive Officer, President or a Vice-President, and its Chief Financial Officer, Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary. Signatures shall be manual or facsimile signaturefacsimile. A Note’s validity will not facsimile of the Company's seal shall be affected by reproduced on the failure Securities and may, but need not, be attested. The coupons of any Officer whose Unregistered Securities shall bear the facsimile signature is on any Note to hold, at of the time such Note is authenticated, the same Treasurer or any other office at an Assistant Treasurer of the Company. (Bb) Authentication If an Officer, an Assistant Treasurer or an Assistant Secretary of the Company whose signature is on a Security or coupon no longer holds that office at the time the Security is authenticated, the Security or coupon shall be valid nevertheless. (c) A Security shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent and no coupon shall be valid until the Security to which it appertains has been so authenticated. Such signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Each Registered Security shall be dated the date of its authentication, and each Unregistered Security shall be dated as provided in connection with the establishment of the Series thereof. (d) The Trustee or an authenticating agent shall at any time, and from time to time, authenticate and deliver Securities of any Series executed and delivered by the Company for original issue in an aggregate principal amount not in excess of the principal amount authorized for such Series upon receipt by the Trustee and Delivery. of (i) No Note will be valid until it is authenticated by a Company Order for the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication and delivery of such Note. Securities, (ii) The Trustee will cause an authorized signatory if the terms and form or forms of the Trustee Securities of such Series have been established by or pursuant to a Board Resolution as permitted by Section 2.02, a copy of such Board Resolution and any Officers' Certificate that may be required pursuant to Section 2.02(b) or an executed supplemental indenture, if any; (or a duly appointed authenticating agentiii) an Officers' Certificate delivered in accordance with Section 11.05, and (iv) an Opinion of Counsel to manually sign the certificate of authentication of a Note only if effect that: (1) if the form or forms and terms of a particular issue of such Securities of such Series have been established by a supplemental indenture, Board Resolution or Company delivers Order as permitted by Section 2.02, that such Note to form or forms and terms have been established in conformity with the Trustee; provisions of this Indenture; (2) if the terms of a particular issue of Securities of that Series have been or are to be established by or pursuant to a supplemental indenture, Board Resolution or Company Order as permitted by Section 2.02, that upon delivery of such Note is executed supplemental indenture, Board Resolution or Company Order such form or forms and terms will have been established in conformity with the provisions of this Indenture; and (3) such Securities, when authenticated and delivered by the Trustee or an authenticating agent and issued by the Company in accordance with Section 2.02(A); the manner and (3) subject to any conditions specified in such Opinion of Counsel, xxxx constitute valid and binding obligations of the Company delivers entitled to the benefits of this Indenture. If the terms and form or forms of such Securities have been established by or pursuant to a supplemental indenture, Board Resolution or Company Order as permitted by Section 2.02, the Trustee or an authenticating agent shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will materially and adversely affect the Trustee's own rights, duties or immunities under the Securities and this Indenture. Notwithstanding the foregoing, until the Company has delivered an Opinion of Counsel to the Trustee that and the Registrar stating that, as a result of the action described, the Company would not suffer adverse consequences under the provisions of United States law or regulations in effect at the time of the delivery of Unregistered Securities, (ai) requests delivery of Unregistered Securities by the Trustee to authenticate such Note; or Registrar will be made only outside the United States and its possessions and (bii) sets forth the name of the Holder of such Note and the date as of which such Note is to Unregistered Securities will be authenticated. If such Company Order also requests released by the Trustee to deliver such Note to any Holder or Registrar in definitive form to the Depositary, then person entitled to physical delivery thereof only upon presentation of a certificate in the Trustee will promptly deliver such Note in accordance with such Company Orderform prescribed by the Company. (iiie) The aggregate principal amount of Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the Board Resolution, any Company Order or supplemental indenture pursuant to Section 2.02 or in any additional Board Resolution, Company Order or supplemental indenture which shall reopen a Series of Securities pursuant to Section 2.02. (f) The Trustee may appoint an authenticating agent acceptable to the Company or agents to authenticate NotesSecurities. A duly appointed An authenticating agent may authenticate Notes Securities whenever the Trustee may do so under this Indenture, and a Note authenticated as provided so. Each reference in this Indenture to authentication by the Trustee includes authentication by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trusteeor agents. Each duly appointed An authenticating agent will have has the same rights as an Agent to deal with the Company as or any Affiliate. The term "authenticating agent" includes any co-authenticating agent. If it shall be established pursuant to Section 2.02 that the Securities of a Series are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee would have if or an authenticating agent shall, in accordance with this Section and Section 2.02 with respect to such Series, authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such Series issued and not yet cancelled, having identical terms, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions and (iv) shall bear a legend substantially to the following effect: "Unless and until it were performing is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the duties that Depositary to the authentication agent was validly appointed nominee of the Depositary or by a nominee of the Depositary to undertakethe Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary." Each Depositary designated pursuant to Section 2.02 must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation.

Execution, Authentication and Delivery. (Aa) Due Execution by Each Note shall be dated the Company. At least one date of its authentication, and shall be issuable as a registered Note in any authorized denomination set forth in the Series Trust Indenture. (1b) duly authorized Officer will sign the The Notes shall be executed on behalf of the Company Issuer by any of the Authorized Officers of the Issuer or the Authorized Signatories of the Owner Trustee. The signature of any such Authorized Officer or Authorized Signatory of the Notes may be manual or facsimile. (c) Notes bearing the manual or facsimile signature. A Note’s validity will not be affected by signature of individuals who were at any time Authorized Officers or Authorized Signatories of the failure of any Officer whose signature is on any Note to holdOwner Trustee shall bind the Issuer, at the time notwithstanding that such Note is authenticated, the same individuals or any other of them have ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the Companydate of such Notes. (Bd) Authentication The Issuer shall execute and the Indenture Trustee, in exchange for the Collateral Obligations, simultaneously with the sale, assignment and transfer to the Indenture Trustee of the Collateral Obligations, shall cause to be authenticated and delivered to or upon the order of the Issuer, the Notes for original issue in an aggregate principal amount set forth with respect to each Class in the Series Trust Indenture. The aggregate Principal Balance of Notes of any Class Outstanding at any time may not exceed that amount except as provided in Section 2.6. Such Notes shall be duly authenticated by the Trustee and DeliveryIndenture Trustee, in authorized denominations. (ie) No Note will shall be entitled to any benefit under this Indenture or be valid until it is authenticated by the Trustee. A or obligatory for any purpose, unless there appears on such Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication substantially in the form set forth in Exhibit A to the Series Trust Indenture, executed by the Indenture Trustee by manual signature of one of its Responsible Officers or Authorized Signatories, and such Notecertificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (iif) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iii) The Indenture Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by authenticating and delivering the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication agent was validly appointed to undertakeNotes.

Execution, Authentication and Delivery. (Aa) Due Execution by Two Officers of the Company. At least one (1) duly authorized Officer will Issuer shall sign the Notes on behalf of Securities for the Company Issuer by manual or facsimile signature. A Note’s validity will not be affected by the failure of any : (i) If an Officer whose signature is on any Note to hold, a Security no longer holds that office at the time such Note is authenticatedthe Trustee authenticates the Security, the same or any other office at the CompanySecurity shall be valid nevertheless. (Bii) Authentication by the Trustee and Delivery. (i) No Note will A Security shall not be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed an authenticating agent) manually agent signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory on the Security by manual, facsimile or electronic signature upon Issuer Order. Such signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Such Issuer Order shall specify the amount of the Trustee (or a duly appointed authenticating agent) Securities to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note be authenticated and the date as on which the original issue of which such Note Securities is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iii) The Trustee or an authenticating agent shall initially authenticate and deliver Securities in an aggregate principal amount of up to U.S.$1,894,334,341.00. (iv) The Securities shall be issued in fully registered form without coupons attached in minimum denominations of U.S.$100,000 and integral multiples of U.S.$1,000 in excess thereof (each, an “Authorized Denomination”). (b) The Trustee may appoint an authenticating agent acceptable agent, with a copy of such appointment to the Company Issuer, to authenticate Notesthe Securities (the “Authenticating Agent”). A duly appointed authenticating agent Unless limited by the terms of such appointment, an Authenticating Agent may authenticate Notes Securities whenever the Trustee may do so under this Indenture, and a Note authenticated as provided so. Each reference in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated authentication by the TrusteeTrustee includes authentication by an Authenticating Agent. Each duly appointed authenticating agent will have An Authenticating Agent has the same rights to deal with the Company as the Registrar or any Transfer Agent or Paying Agent or agent for service of notices and demands. (i) Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. (ii) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee would have if it were performing and the duties that Issuer. The Trustee may at any time terminate the authentication agent was validly appointed agency of any Authenticating Agent by giving written notice of termination to undertakesuch Authenticating Agent and the Issuer. Upon receiving such notice of resignation or upon such a termination, the Trustee may appoint a successor Authenticating Agent reasonably acceptable to the Issuer and shall give written notice of such appointment to the Issuer. (iii) The Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services and reimbursement for its reasonable expenses relating thereto. (c) The Issuer initially appoints DTC to act as Depositary with respect to the Global Securities. The Trustee, as custodian, will act as custodian of the Global Securities for DTC or appoint a sub-custodian to act in such capacity.

Execution, Authentication and Delivery. (A) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes on behalf of the Company by manual manual, PDF or facsimile signatureother electronic transmission (including any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., xxx.xxxxxxxx.xxx). A Note’s validity will not be affected by the failure of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company. (B) Authentication by the Trustee and Delivery. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. Any such Company Order shall specify the amount of separate Physical Notes to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or PIK Interest Notes, the registered holder of each of the Notes and delivery instructions. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the DepositaryHolder, then the Trustee will promptly deliver such Note in accordance with such Company Order. For the avoidance of doubt, the Company will not be required to deliver an Opinion of Counsel to the Trustee in connection with the authentication of the Notes on the Issue Date or upon issuance of any PIK Interest Notes as a result of a PIK Payment in accordance with Section 2.05 hereof. (iii) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication agent was validly appointed to undertake.

Execution, Authentication and Delivery. (A) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes on behalf of the Company by manual manual, electronic or facsimile signature. A Note’s validity will not be affected by the failure of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company. (B) Authentication by the Trustee and Delivery. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually or electronically signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually or electronically sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iii) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication agent was validly appointed to undertake.

Execution, Authentication and Delivery. (A) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes on behalf of the Company by manual manual, electronic or facsimile signature. A Note’s validity will not be affected by the failure of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company. (B) Authentication by the Trustee and Delivery. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iii) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this the Indenture, and a Note authenticated as provided in this the Indenture by such an agent will be deemed, for purposes of this the Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication agent was validly appointed to undertake.

Execution, Authentication and Delivery. (A) Due Execution by the Company. At least one (1) duly authorized One Officer will shall sign the Notes on behalf of Securities for the Company by manual or facsimile signature. A Note’s validity will not The Company's seal shall be affected by impressed, affixed, imprinted or reproduced on the failure of any Securities and may be in facsimile form. If an Officer whose signature is on any Note to hold, a Security no longer holds that office at the time such Note is authenticatedthe Trustee authenticates the Security, the same or any other office at the Company. (B) Authentication by the Trustee and Delivery. (i) No Note will Security shall be valid nevertheless. A Security shall not be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note. (ii) on the Security. The Trustee will cause an authorized signatory of signature shall be conclusive evidence that the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iii) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so Security has been authenticated under this Indenture, . At any time after the execution and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes delivery of this Indenture, the Company may execute and deliver to be authenticated by the Trustee. Each duly appointed authenticating agent will have Trustee Securities of any series, together with a Company Order for the same rights to deal authentication and delivery of such Securities, and the Trustee in accordance with the Company as Order shall authenticate and deliver such Securities; provided that, if all Securities of a series are not to be originally issued at one time, the Trustee would shall authenticate and deliver Securities of such series for original issue from time to time in the aggregate Principal Amount established for such series pursuant to such procedures acceptable to the Trustee and to such recipients as may be specified from time to time by Company Order. The maturity date, original issuance date, interest rate and any other Terms of the Securities of such series shall be determined by or pursuant to such Company Order and procedures. If provided for in such procedures, such Company Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Company or its duly authorized agents, which instructions, if given orally, shall be promptly confirmed in writing. If the forms or Terms of the Securities of the series have if it were performing been established by or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the duties additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel stating: 8 14 (a) that such forms and/or Terms have been established in conformity with the authentication agent was validly appointed to undertake.provisions of this Indenture; and

Execution, Authentication and Delivery. (Aa) Due Execution by One Officer of the Company. At least one (1) duly authorized Officer will Company shall sign the Notes on behalf of Bonds for the Company by manual or facsimile signature. A Note’s validity will not be affected by the failure of any . (i) If an Officer whose signature is on any Note to hold, a Bond no longer holds that office at the time such Note is authenticatedthe Trustee authenticates the Bond, the same or any other office at the CompanyBond shall be valid nevertheless. (Bii) Authentication by the Trustee and Delivery. (i) No Note will A Bond shall not be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed an authenticating agent) agent manually signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory on the Bond upon Company Order. Such signature shall be conclusive evidence that the Bond has been authenticated under this Indenture. Such Company Order shall specify the amount of the Trustee (or a duly appointed authenticating agent) Bonds to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note be authenticated and the date as on which the original issue of which such Note Bonds is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iii) The Trustee or an authenticating agent shall initially authenticate and deliver Bonds in an aggregate principal amount of up to U.S. $1,250,000,000. (iv) The Company may from time to time, without the consent of the Holders of the Bonds, create and issue additional Bonds having the same terms and conditions as the Bonds in all respects, except for issue date, issue price and the first payment of interest thereon. Additional Bonds issued in this manner shall be consolidated with and shall form a single series with the previously outstanding Bonds for all purposes hereof. (v) The Bonds shall be issued in fully registered form without coupons attached in minimum denominations of U.S.$100,000 and integral multiples of U.S.$1,000 in excess thereof (each, an “Authorized Denomination”). (b) The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Notesthe Bonds (the “Authenticating Agent”). A duly appointed authenticating agent Unless limited by the terms of such appointment, an Authenticating Agent may authenticate Notes Bonds whenever the Trustee may do so under this Indenture, and a Note authenticated as provided so. Each reference in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated authentication by the TrusteeTrustee includes authentication by an Authenticating Agent. Each duly appointed authenticating agent will have An Authenticating Agent has the same rights as the Registrar or any Transfer Agent or Paying Agent or agent for service of notices and demands. (i) Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to deal with which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. (ii) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Company. Upon receiving such notice of resignation or upon such a termination, the Trustee may appoint a successor Authenticating Agent reasonably acceptable to the Company as and shall give written notice of such appointment to the Company. (iii) The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services and reimbursement for its reasonable expenses relating thereto. The Trustee shall have the right to decline to authenticate and deliver any Bonds under this Section if the Trustee determines that such action may not lawfully be taken by the Company or if the Trustee in good faith by its board of directors or board of trustee, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would have if it were performing expose the duties that the authentication agent was validly appointed Trustee to undertakepersonal liability to existing Holders.

Execution, Authentication and Delivery. (Aa) Due Execution by Two Officers of the Company. At least one (1) duly authorized Officer will Issuer shall sign the Notes on behalf of Securities for the Company Issuer by manual or facsimile signature. A Note’s validity will not be affected by the failure of any : (i) If an Officer whose signature is on any Note to hold, a Security no longer holds that office at the time such Note is authenticatedthe Trustee authenticates the Security, the same or any other office at the CompanySecurity shall be valid nevertheless. (Bii) Authentication by the Trustee and Delivery. (i) No Note will A Security shall not be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed an authenticating agent) manually agent signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory on the Security by manual, facsimile or electronic signature upon Issuer Order. Such signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Such Issuer Order shall specify the amount of the Trustee (or a duly appointed authenticating agent) Securities to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note be authenticated and the date as on which the original issue of which such Note Securities is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iii) The Trustee or an authenticating agent shall initially authenticate and deliver Securities in an aggregate principal amount of up to U.S.$ []. (iv) The Securities shall be issued in fully registered form without coupons attached in minimum denominations of U.S.$100,000 and integral multiples of U.S.$1,000 in excess thereof (each, an “Authorized Denomination”). (b) The Trustee may appoint an authenticating agent acceptable agent, with a copy of such appointment to the Company Issuer, to authenticate Notesthe Securities (the “Authenticating Agent”). A duly appointed authenticating agent Unless limited by the terms of such appointment, an Authenticating Agent may authenticate Notes Securities whenever the Trustee may do so under this Indenture, and a Note authenticated as provided so. Each reference in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated authentication by the TrusteeTrustee includes authentication by an Authenticating Agent. Each duly appointed authenticating agent will have An Authenticating Agent has the same rights to deal with the Company as the Registrar or any Transfer Agent or Paying Agent or agent for service of notices and demands. (i) Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. (ii) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee would have if it were performing and the duties that Issuer. The Trustee may at any time terminate the authentication agent was validly appointed agency of any Authenticating Agent by giving written notice of termination to undertakesuch Authenticating Agent and the Issuer. Upon receiving such notice of resignation or upon such a termination, the Trustee may appoint a successor Authenticating Agent reasonably acceptable to the Issuer and shall give written notice of such appointment to the Issuer. (iii) The Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services and reimbursement for its reasonable expenses relating thereto. (c) The Issuer initially appoints DTC to act as Depositary with respect to the Global Securities. The Trustee, as custodian, will act as custodian of the Global Securities for DTC or appoint a sub-custodian to act in such capacity.

Execution, Authentication and Delivery. (A) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes on behalf of the Company by manual manual, electronic or facsimile signature. A Note’s validity will not be affected by the failure of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company. (B) Authentication by the Trustee and Delivery. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iii) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate 20090164 |US-DOCS\140348310.5|| | 12:50| Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication authenticating agent was validly appointed to undertake.

Execution, Authentication and Delivery. (A) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes on behalf of the Company by manual or facsimile electronic signature. A Note’s validity will not be affected by the failure of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company. (B) Authentication by the Trustee and Delivery. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually or electronically signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually or electronically sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the DepositaryDepositary (or by the Trustee as its custodian), then the Trustee will promptly deliver such Note in accordance with such Company Order. (iii) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication agent was validly appointed to undertake.

Execution, Authentication and Delivery. (Aa) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes The Transition Bonds shall be executed on behalf of the Company Issuer by a Manager. The signature of any such Manager on the Transition Bonds may be manual or facsimile. (b) Transition Bonds bearing the manual or facsimile signature. A Note’s validity will not be affected by signature of individuals who were at any time Managers shall bind the failure of any Officer whose signature is on any Note to holdIssuer, at the time notwithstanding that such Note is authenticated, the same individuals or any other office at of them have ceased to hold such offices prior to the Companyauthentication and delivery of such Transition Bonds. (Bc) Authentication At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Transition Bonds executed on behalf of the Issuer to the Trustee pursuant to an Issuer Order for authentication; and the Trustee shall authenticate and deliver such Transition Bonds as in this Indenture and in such Issuer Order provided and not otherwise. (d) No Transition Bond shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Transition Bond a certificate of authentication substantially in the form provided for in the related Series Supplement executed by the Trustee by the manual signature of one of its authorized signatories, and Deliverysuch certificate upon any Transition Bond shall be conclusive evidence, and the only evidence, that such Transition Bond has been duly authenticated and delivered hereunder. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iiie) The Trustee may appoint an authenticating agent acceptable to the Company Issuer to authenticate NotesTransition Bonds. A duly appointed An authenticating agent may authenticate Notes Transition Bonds whenever the Trustee may do so under this Indenture, and a Note authenticated as provided so. Each reference in this Indenture to authentication by the Trustee includes authentication by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trusteeagent. Each duly appointed An authenticating agent will have has the same rights as the Paying Agent and the Transition Bond Registrar to deal with the Company as Issuer or any Affiliate of the Trustee would have if it were performing the duties that the authentication agent was validly appointed to undertakeIssuer.

Execution, Authentication and Delivery. (A) Due Execution The Securities shall be executed by the Company. At least one (1) duly authorized Officer will sign the Notes or on behalf of the Company by manual or facsimile signature. A Note’s validity will not be affected Bank by the failure signature of a member of the Board of Directors and a member of the supervisory committee. Such signatures, in accordance with applicable laws and regulations, may be the manual, facsimile or other electronic form (including counterparts) signatures of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same present or any future Authorized Persons. Typographical and other office at minor errors or defects in any such signature shall not affect the Company. (B) Authentication by the Trustee validity or enforceability of any Security that has been duly authenticated and Delivery. (i) No Note will be valid until it is authenticated delivered by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory Securities bearing the manual, facsimile or other electronic form signatures of individuals who were at the time of execution the proper Officers of the Trustee (Bank shall bind the Bank not withstanding that such individuals or a duly appointed authenticating agent) manually signs any of them have ceased to hold such offices prior to the certificate of authentication and delivery of such Note. (ii) The Trustee will cause an authorized signatory Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the Trustee (execution and delivery of this Indenture, the Bank may deliver one or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is more Securities executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order Bank to the Trustee that (a) requests for authentication, together with a Bank Order for the authentication and delivery of such Securities, and the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iii) Bank Order shall authenticate and deliver such Securities. The Trustee may appoint an authenticating agent Authenticating Agent reasonably acceptable to the Company Bank to authenticate the Notes. A duly appointed authenticating agent Unless limited by the terms of such appointment, an Authenticating Agent may authenticate Notes Securities whenever the Trustee may do so under this Indenture, and a Note authenticated as provided so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. If the form or terms of the Securities of the Series have been established by or pursuant to one or more Board Resolutions or an agent Officer’s Certificate as permitted by Sections 2.01 and 3.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating: (i) if the form of such Securities has been established by or pursuant to a Board Resolution or an Officer’s Certificate as permitted by Section 2.01, that such form has been established in conformity with the provisions of this Indenture; (ii) if the terms of such Securities have been established by or pursuant to a Board Resolution or an Officer’s Certificate as permitted by Section 3.01, that such terms have been established in conformity with the provisions of this Indenture; and (iii) that such Securities, when authenticated and delivered by the Trustee and issued by the Bank in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Bank enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The Trustee shall not be deemedrequired to authenticate and deliver Securities of any Series if, in the good faith determination of the Trustee, the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, indemnities or immunities under the Securities and this Indenture. Notwithstanding the provisions of Section 3.01 and of the preceding paragraph, if all Securities of a Series are not to be originally issued at one time, it shall not be necessary to deliver the Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the authentication of each Security of such Series if the Opinion of Counsel is delivered at or prior to the authentication upon original issuance of the first Security of such Series to be issued. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature of one of its authorized signatories, and such certificate upon any Security shall be conclusive evidence that such Security has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Bank, and the Bank shall deliver such Security to the Trustee for cancellation together with a written statement of an Authorized Person (which need not comply with Section 12.02 or Section 12.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Bank, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication agent was validly appointed to undertake.

Execution, Authentication and Delivery. (A) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes on behalf of the Company by manual or facsimile electronic signature. A Note’s validity will not be affected by the failure of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company. (B) Authentication by the Trustee and Delivery. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually or electronically signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually or electronically sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iii) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication authenticating agent was validly appointed to undertake.

Execution, Authentication and Delivery. (A) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes on behalf of the Company by manual or facsimile electronic signature. A Note’s validity will not be affected by the failure of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company. (B) Authentication by the Trustee and Delivery. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such NoteNote by manual signature. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign authenticate the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iii) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication authenticating agent was validly appointed to undertake.

Execution, Authentication and Delivery. (Aa) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes Certificated Securities shall be executed on behalf of the Company by its Chairman of the Board of Directors, the Vice-Chairman of the Board of Directors, the Chief Executive Officer, the President, a Vice-President, the Chief Financial Officer, the Treasurer, or an Assistant Treasurer and attested by its Secretary or an Assistant Secretary. Signatures shall be manual or facsimile. The coupons of Unregistered Securities shall bear the facsimile signature. A Note’s validity will not be affected by signature of the failure Treasurer or an Assistant Treasurer of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company. (Bb) Authentication If an Officer, an Assistant Treasurer or an Assistant Secretary whose signature is on a Certificated Security or coupon no longer holds that office at the time the Certificated Security is Authenticated, the Certificated Security or coupon shall be valid nevertheless. (c) A Security shall not be valid until Authenticated by the manual signature of the Trustee or an authenticating agent and no coupon shall be valid until the Security to which it appertains has been so Authenticated. Such signature shall be conclusive evidence that the Security has been Authenticated under this Indenture. Each Unregistered Security shall be dated the date of its original issuance and each Registered Security shall be dated the date of its Authentication. Notwithstanding the foregoing, an Uncertificated Security shall be valid when Authenticated by the Trustee and Deliveryor authenticating agent. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note. (iid) The Trustee will cause an authorized signatory shall Authenticate and deliver Securities of any Series for original issue from time to time in the aggregate principal amount established for such Series pursuant to such procedures acceptable to the Trustee and to such recipients as may be specified from time to time by a Company Order; provided that in the case of Uncertificated Securities of any Series there shall be no delivery requirement. The maturity date, original issue date, interest rate and any other terms of the Securities of such Series shall be determined by or pursuant to such Company Order and procedures. If provided for in such procedures, such Company Order may authorize Authentication and delivery pursuant to oral instructions from the Company or its duly authorized agent, which instructions shall be promptly confirmed in writing. The Trustee may conclusively rely on the documents and opinion delivered pursuant to Section 2.02 and this Section 2.03, as applicable (unless revoked by superseding comparable documents or a duly appointed authenticating agentopinions) as to manually sign the certificate authorization of authentication the Board of a Note only if Directors of any Securities delivered hereunder, the form thereof and the legality, validity, binding effect and enforceability thereof. If the form and terms or general terms of the Securities of any Series have been established by or pursuant to one or more Board Resolutions as permitted by Section 2.02, in Authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating, (1) the Company delivers form and terms or general terms, as applicable, of such Note Securities have been established in conformity with the provisions of this Indenture; (2) that Securities in such form, when completed as to specific terms substantially in accordance with the Board Resolution establishing such form or any actions taken pursuant thereto (the records of which actions shall have been evidenced as provided in such Board Resolution), when Authenticated in accordance with the Indenture, all in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors' rights and to general equity principles; and (3) if the Guarantor has Guaranteed the Securities of such Series, the Subsidiary Guarantee in respect of such Securities constitutes a valid and legally binding obligation of the Guarantor, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors' rights and to general equity principles. If the terms and form or forms of such Securities have been established by or pursuant to a Board Resolution as permitted by Section 2.02, the Trustee shall not be required to Authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee's own rights, duties, or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee; . Notwithstanding the foregoing, until the Company has delivered an Officer's Certificate to the Trustee and the Registrar stating that, as a result of the action described in such notice, the Company would not suffer adverse consequences under the provisions of United States law or regulations in effect at the time of the delivery of Unregistered Securities, (2i) such Note is executed delivery of Unregistered Securities will be made only outside the United States and its possessions and (ii) Unregistered Securities will be released in definitive form whether in the form of a Global Security or otherwise to the person entitled to physical delivery thereof only upon presentation of a certificate in the form prescribed by the Company and set forth in accordance with Section 2.02(A); and (3) the Company delivers a Company Order or annexed to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company OrderOfficer's Certificate. (iiie) The Trustee aggregate principal amount of Securities of any Series outstanding at any time may appoint not exceed any limit upon the maximum principal amount for such Series set forth in the Board Resolution (or certificate of an authenticating agent acceptable Officer or Officers) or supplemental indenture pursuant to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes Section 2.02. (f) The form of this Indenture, to be authenticated by the Trustee's Certificate of Authentication to appear on Certificated Securities shall read as follows: "This is one of the Certificated Securities of the Series designated therein referred to in the within-mentioned Indenture. Each duly appointed authenticating agent will have The Chase Manhattan Bank, as Trustee By Authorized Officer" (g) The Company and the same rights to deal with the Company as the Trustee would have if it were performing the duties Guarantor hereby acknowledge that the authentication agent was validly appointed failure to undertakeendorse the Subsidiary Guarantee, if any, on Certificated Securities shall not affect or impair validity or enforceability of such Subsidiary Guarantee.

Execution, Authentication and Delivery. (A) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes on behalf of the Company by manual or facsimile signature. A Note’s validity will not be affected by the failure of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company. (B) Authentication by the Trustee and Delivery. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note.. Table of Contents (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iii) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication agent was validly appointed to undertake.

Execution, Authentication and Delivery. (A) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes on behalf of the Company by manual or facsimile electronic signature. A Note’s validity will not be affected by the failure of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company. (B) Authentication by the Trustee and Delivery. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually or electronically signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly Table of Contents appointed authenticating agent) to manually or electronically sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iii) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication agent was validly appointed to undertake.

Execution, Authentication and Delivery. (Aa) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes Certificated Securities shall be executed on behalf of the Company by its Chairman of the Board of Directors, the Vice-Chairman of the Board of Directors, the Chief Executive Officer, the President, a Vice-President, the Chief Financial Officer, the Treasurer, or an Assistant Treasurer, and attested by its Secretary or an Assistant Secretary. Signatures shall be manual or facsimile. The coupons of Unregistered Securities shall bear the facsimile signature. A Note’s validity will not be affected by signature of the failure Treasurer or an Assistant Treasurer of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company. (Bb) Authentication If an Officer, an Assistant Treasurer or an Assistant Secretary whose signature is on a Certificated Security or coupon no longer holds that office at the time the Certificated Security is Authenticated, the Certificated Security or coupon shall be valid nevertheless. (c) A Security shall not be valid until Authenticated by the manual signature of the Trustee or an authenticating agent and no coupon shall be valid until the Security to which it appertains has been so Authenticated. Such signature shall be conclusive evidence that the Security has been Authenticated under this Indenture. Each Unregistered Security shall be dated the date of its original issuance and each Registered Security shall be dated the date of its Authentication. Notwithstanding the foregoing, an Uncertificated Security shall be valid when Authenticated by the Trustee and Deliveryor authenticating agent. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note. (iid) The Trustee will cause an authorized signatory shall Authenticate and deliver Securities of any Series for original issue from time to time in the aggregate principal amount established for such Series pursuant to such procedures acceptable to the Trustee and to such recipients as may be specified from time to time by a Company Order; provided that in the case of Uncertificated Securities of any Series there shall be no delivery requirement. The maturity date, original issue date, interest rate and any other terms of the Securities of such Series shall be determined by or pursuant to such Company Order and procedures. If provided for in such procedures, such Company Order may authorize Authentication and delivery pursuant to oral instructions from the Company or its duly authorized agent, which instructions shall be promptly confirmed in writing. The Trustee may conclusively rely on the documents and opinion delivered pursuant to Section 2.02 and this Section 2.03, as applicable (unless revoked by superseding comparable documents or a duly appointed authenticating agentopinions) as to manually sign the certificate authorization of authentication the Board of a Note only if Directors of any Securities delivered hereunder, the form thereof and the legality, validity, binding effect and enforceability thereof. If the form and terms general terms of the Securities of any Series have been established by or pursuant to one or more Board Resolutions as permitted by Section 2.02, in Authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating, (1) the Company delivers form and terms or general terms, as applicable, of such Note to Securities have been established in conformity with the Trustee; provisions of this Indenture; (2) that Securities in such Note is executed by the Company form, when completed as to specific terms substantially in accordance with Section 2.02(Athe Board Resolution establishing such form or any actions taken pursuant thereto (the records of which actions shall have been evidenced as provided in such Board Resolution), when Authenticated in accordance with the Indenture, all in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors' rights and to general equity principles; and and (3) the Parent Guarantee constitutes a valid and legally binding obligation of the Guarantor, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors' rights and to general equity principles. If the terms and form or forms of such Securities have been established by or pursuant to a Board Resolution as permitted by Section 2.02, the Trustee shall not be required to Authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee's own rights, duties, or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the foregoing, until the Company delivers a Company Order has delivered an Officer's Certificate to the Trustee that and the Registrar stating that, as a result of the action described in such notice, the Company would not suffer adverse consequences under the provisions of United States law or regulations in effect at the time of the delivery of Unregistered Securities, (ai) requests delivery of Unregistered Securities will be made only outside the Trustee to authenticate such Note; United States and its possessions and (bii) sets forth Unregistered Securities will be released in definitive form whether in the name form of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder a Global Security or otherwise to the Depositary, then person entitled to physical delivery thereof only upon presentation of a certificate in the Trustee will promptly deliver form prescribed by the Company and set forth in or annexed to such Note in accordance with such Company OrderOfficer's Certificate. (iiie) The Trustee aggregate principal amount of Securities of any Series outstanding at any time may appoint not exceed any limit upon the maximum principal amount for such Series set forth in the Board Resolution (or certificate of an authenticating agent acceptable Officer or Officers) or supplemental indenture pursuant to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes Section 2.02. (f) The form of this Indenture, to be authenticated by the Trustee's Certificate of Authentication to appear on Certificated Securities shall read as follows: "This is one of the Certificated Securities of the Series designated therein referred to in the within-mentioned Indenture. Each duly appointed authenticating agent will have The Chase Manhattan Bank, as Trustee By Authorized Officer" (g) The Company and the same rights to deal with the Company as the Trustee would have if it were performing the duties Guarantor hereby acknowledge that the authentication agent was validly appointed failure to undertakeendorse the Parent Guarantee on Certificated Securities shall not affect or impair validity or enforceability of the Parent Guarantee.

Execution, Authentication and Delivery. (Aa) Due Execution An Officer (and for purposes of this Section 2.02, the term Officer shall include any Vice President of the Company authorized by the Company. At least one (1Board of Directors) duly authorized Officer will shall sign the Notes Securities on behalf of the Company by manual or facsimile signature. A Note’s validity will not be affected by the failure of any . (b) If an Officer whose signature is on any Note to hold, a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. (c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Note is Securities, and the Trustee in accordance with such written order of the Company shall authenticate and deliver such Securities. Such written order shall specify the amount of the Securities to be authenticated, the same date on which the original issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other office at terms of the CompanySecurities of such series not otherwise determined. (Bd) Authentication by the Trustee and Delivery. (i) No Note will A Security shall not be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Noteon the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iiie) The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Notesthe Securities. A duly appointed Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes Securities whenever the Trustee may do so so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. (f) If the form or terms of the Securities of a series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the documents required by Section 10.04), and (subject to Section 7.01) shall be fully protected in relying upon: (i) an Officers’ Certificate setting forth the Board Resolution or Resolutions; and (ii) an Opinion of Counsel stating that the form and terms of the series have been established by or pursuant to a Board Resolution or Resolutions in conformity with this Indenture, and a Note that Securities in such form when completed by appropriate insertions and executed by the Company and delivered by the Company to the Trustee for authentication in accordance with this Indenture, authenticated as provided and delivered by the Trustee in accordance with this Indenture within the authorization as to aggregate principal amount established from time to time by the Board of Directors and sold in the manner specified in such an agent Opinion of Counsel, will be deemedthe legal, for purposes valid and binding obligations of the Company entitled to the benefits of this Indenture, subject to be authenticated applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, preference and other similar laws affecting creditors’ rights generally, and by general principles of equity (regardless of whether enforcement is sought in equity or at law), and to such other qualifications as such counsel shall conclude do not materially affect the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties of Holders of Securities of that the authentication agent was validly appointed to undertakeseries or that are customarily included in similar opinions by lawyers experienced in such matters.

Execution, Authentication and Delivery. (Aa) Due Execution by Any Director of the Company. At least one (1) duly authorized Officer will Company shall sign the Notes on behalf of for the Company by manual or facsimile signature. A Note’s validity will not be affected by the failure of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company. (B) Authentication by the Trustee and Delivery. (i) No If a Director whose signature is on a Note will no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. (ii) A Note shall not be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) an Authenticating Agent manually signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory on the Note upon Company Order. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Such Company Order shall specify the amount of the Trustee (or a duly appointed authenticating agent) Notes to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note be authenticated and the date as on which the original issue of which such Note Notes is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iii) The Trustee or an Authenticating Agent shall initially authenticate and deliver Notes in an aggregate principal amount of up to U.S.$300,000,000 on the Closing Date. (iv) The Company may from time to time, without the consent of the Holders of the Notes, create and issue additional Notes having the same terms and conditions as the Notes in all respects, except for issue date, issue price and the first payment of interest thereon. Additional Notes issued in this manner shall be consolidated with and shall form a single series with the previously Outstanding Notes. (v) The Notes shall be issued in fully registered form without coupons attached in minimum denominations of U.S.$100,000 and integral multiples of U.S.$1,000 in excess thereof (each, an “Authorized Denomination”). (b) The Trustee may appoint an authenticating agent acceptable agent, with a copy of such appointment to the Company Company, to authenticate Notesthe Notes (the “Authenticating Agent”). A duly appointed authenticating agent Unless limited by the terms of such appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided so. Each reference in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated authentication by the TrusteeTrustee includes authentication by an Authenticating Agent. Each duly appointed authenticating agent will have An Authenticating Agent has the same rights rights, protections, immunities and indemnities as the Registrar or any Transfer Agent or Paying Agent or agent for service of notices and demands. (i) Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to deal with which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business (including this transaction) of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. (ii) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Company. Upon receiving such notice of resignation or upon such a termination, the Trustee may appoint a successor Authenticating Agent reasonably acceptable to the Company as and shall give written notice of such appointment to the Trustee would have if it were performing the duties that the authentication agent was validly appointed Company. (iii) The Company agrees to undertakepay to each Authenticating Agent from time to time reasonable compensation for its services and reimbursement for its reasonable expenses relating thereto.

Execution, Authentication and Delivery. (A) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes on behalf of the Company by manual manual, electronic or facsimile signature. A Note’s validity will not be affected by the failure of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company. (B) Authentication by the Trustee and Delivery. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually or electronically signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iii) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication agent was validly appointed to undertake.

Execution, Authentication and Delivery. (A) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes on behalf of the Company by manual or facsimile signaturesignature or as otherwise provided for by Section 11.18. A Note’s validity will not be affected by the failure of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company. (B) Authentication by the Trustee and Delivery. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A2.02.(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iii) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication agent was validly appointed to undertake.

Execution, Authentication and Delivery. (A) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes on behalf of the Company by manual or facsimile signature. A Note’s validity will not be affected by the failure of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company. (B) Authentication by the Trustee and Delivery. (i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note. (ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order. (iii) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication authenticating agent was validly appointed to undertake.. FullDPWPathandDateText US-DOCS\113092644.12