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

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by an Officer. The signature of an Officer on the Securities may be the manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities bearing the manual or facsimile signatures 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. 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 applicable Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the applicable Trustee in accordance with such Company Order shall authenticate and deliver such Securities. If not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustees for the issuance of such Securities and determining terms of particular Securities of such series such as interest rate, Stated Maturity, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustees shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)) shall be fully protected in relying upon, an Opinion of Counsel stating: (a) that the form or forms of such Securities have been established in conformity with the provisions of this Indenture; (b) that the terms of such Securities have been established in conformity with the provisions of this Indenture; (c) that such Securities, when completed by appropriate insertions and executed and delivered by the Company to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their terms; (d) the execution and delivery by the Company of such Securities and any supplemental indenture will not contravene the articles of incorporation or continuance, or such other constating documents then in effect, if any, or the by-laws of the Company, or violate applicable laws; and (e) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuance. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, if such documents are delivered prior to or at the time of issuance of the first Security of such series and with respect to all Securities of such series. The Trustees shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustees' own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustees. Each Security shall be dated the date of its authentication. No Security shall entitle a Holder 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 duly executed by the applicable Trustee by manual signature of an authorized officer thereof, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and 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 Company, and the Company shall deliver such Security to the Trustees for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder to the benefits of this Indenture.

Execution, Authentication, Delivery and Dating. The Securities shall be executed signed on behalf of the Company by an its Chairman of the Board, its Vice Chairman, its President, its Chief Operating Officer, one of its Executive Vice Presidents or Vice Presidents, its Treasurer, one of its Assistant Treasurers or any other authorized officer of the Company. The signature of an Officer on Such signatures upon the Securities may be the manual or facsimile signatures of the present or any future such authorized officer officers and may be imprinted or otherwise reproduced on the Securities. Securities bearing the manual or facsimile signatures of individuals who were at any the time they signed such Securities 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. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company to the applicable Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the applicable Trustee in accordance with such the Company Order shall authenticate and deliver such Securities. If not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustees Trustee for the issuance of such Securities and determining terms of particular Securities of such series such as interest rate, Stated Maturitymaturity date, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustees Trustee shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)Section 6.1) shall be fully protected in relying upon, an Opinion of Counsel stating: (a) stating that all conditions precedent of the form or forms Indenture to the authentication and delivery of such Securities have been established in conformity complied with the provisions of this Indenture; (b) that the terms of such Securities have been established in conformity with the provisions of this Indenture; (c) and that such Securities, when completed by appropriate insertions and executed and delivered by the Company to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their terms; (d) , subject to applicable bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting the execution enforcement of creditors’ rights, to general equitable principles and delivery by to such other qualifications as such counsel shall conclude do not materially affect the Company rights of Holders of such Securities and any supplemental indenture will not contravene the articles of incorporation or continuance, or such other constating documents then in effect, if any, or the by-laws of the Company, or violate applicable laws; and (e) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuance. Notwithstanding the provisions of Section 3.01 3.1 and of the preceding two paragraphsparagraph, if not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and an Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, if but such documents are opinion with appropriate modifications shall be delivered prior to at or at before the time of issuance of the first Security of such series and with respect to all Securities of such series. The Trustees Trustee shall not be required to authenticate and deliver any such Securities if the issue Trustee, being advised by counsel, determines that such action (i) may not lawfully be taken or (ii) would expose the Trustee to personal liability to existing Holders of such Securities pursuant to this Indenture will affect the Trustees' own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the TrusteesSecurities. Each Security shall be dated the date of its authentication. No Security shall entitle a Holder 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 duly herein, executed by the applicable Trustee by manual signature of an authorized officer thereofsignature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and 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 Company, and the Company shall deliver such Security to the Trustees for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder to the benefits of this Indenture.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by an its Chairman of the Board, a Vice Chairman, its President, its Chief Executive Officer, its Chief Financial Officer, its Treasurer or a Vice President under its corporate seal reproduced thereon and attested by its Secretary or one of its Assistant Secretaries. Coupons shall be executed on behalf of the Company by the Treasurer or any Assistant Treasurer of the Company. The signature of an Officer any of these officers on the Securities or any Coupons appertaining thereto may be the manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities and any Coupons appertaining thereto bearing the manual or facsimile signatures 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 and Coupons or did not hold such offices at the date of original issuance of such SecuritiesSecurities or Coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of Securities, together with any seriesCoupons appertaining thereto, executed by the Company Company, to the applicable Trustee for authenticationauthentication and, together provided that the Board Resolution and Officers' Certificate or supplemental indenture or indentures with respect to such Securities referred to in Section 3.1 and a Company Order for the authentication and delivery of such SecuritiesSecurities have been delivered to the Trustee, and the applicable Trustee in accordance with such the Company Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities. If not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustees for the issuance of such Securities and determining terms of particular Securities of such series such as interest rate, Stated Maturity, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such SecuritiesSecurities and any Coupons appertaining thereto, the Trustees Trustee shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)) of the Trust Indenture Act) shall be fully protected in relying upon, , (1) an Opinion of Counsel statingto the effect that: (a) that the form or forms and the terms of such Securities and any Coupons have been established in conformity with the provisions of this Indenture;; and (b) that the terms of such Securities have been established in conformity with the provisions of this Indenture; (c) that such Securities, together with any Coupons appertaining thereto, when completed by appropriate insertions and executed and delivered by the Company to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their terms; (d) , subject to applicable bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting the execution enforcement of creditors' rights, to general equitable principles and delivery by to such other qualifications as such counsel shall conclude do not materially affect the Company rights of Holders of such Securities and any supplemental indenture will not contravene Coupons; and (2) an Officers' Certificate stating that, to the articles best knowledge of incorporation or continuancethe Persons executing such certificate, or all conditions precedent to the execution, authentication and delivery of such other constating documents then in effectSecurities and Coupons, if any, or the by-laws of the Companyappertaining thereto, have been complied with, and no event which is, or violate applicable laws; and (e) that the Company has the corporate power to issue such Securitiesafter notice or lapse of time would become, and has duly taken all necessary corporate action an Event of Default with respect to such issuance. Notwithstanding the provisions of Section 3.01 and any of the preceding two paragraphs, if not Securities shall have occurred and be continuing. If all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and an Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or and an Officers' Certificate at the time of issuance of each Security, if but such documents are Opinion of Counsel and Officers' Certificate, with appropriate modifications, shall be delivered prior to at or at before the time of issuance of the first Security of such series. After any such first delivery, any separate written request by an Authorized Officer of the Company or any person designated in writing by an Authorized Officer that the Trustee authenticate and deliver Securities of such series for original issue will be deemed to be a certification by the Company that all conditions precedent provided for in this Indenture relating to authentication and delivery of such Securities continue to have been complied with and that no Event of Default with respect to all any of the Securities of such serieshas occurred or is continuing. The Trustees Trustee shall not be required to authenticate and deliver or to cause an Authenticating Agent to authenticate any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustees' 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 TrusteesTrustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken. Each Registered Security shall be dated the date of its authentication. Each Bearer Security and any Bearer Security in global form shall be dated as of the date specified in or pursuant to this Indenture. No Security or Coupon appertaining thereto shall entitle a Holder be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly in Section 2.2 or 6.11 executed by or on behalf of the applicable Trustee or by the Authenticating Agent by the manual signature of an one of its authorized officer thereof, and such officers. Such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder hereunder. Except as permitted by Section 3.6, the Trustee shall not authenticate and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if deliver any Bearer Security shall unless all Coupons appertaining thereto then matured have been authenticated detached and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustees for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder to the benefits of this Indenturecancelled.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by an its Chairman of the Board, its Chief Executive Officer, its President, its Chief Financial Officer or any of its Vice Presidents and need not be attested. The signature of an Officer any of these officers on the Securities may be the manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, 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. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company to the applicable Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the applicable Trustee in accordance with such the Company Order shall authenticate and deliver such Securities; provided, however, that in the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Company or its duly authorized agents, thereafter promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Company Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. If not all the forms or terms of the Securities of any the series are have been established in or pursuant to be issued at one time or more Board Resolutions as permitted by Section 2.1 and if the Board Resolution or supplemental indenture establishing such series shall so permitSection 3.1, such Company Order may set forth procedures acceptable to the Trustees for the issuance of such Securities and determining terms of particular Securities of such series such as interest rate, Stated Maturity, date of issuance and date from which interest shall accrue. In in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustees Trustee shall be entitled to receive such documents as it may reasonably request. The Trustee shall also be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)Section 6.1) shall be fully protected in relying upon, an Opinion of Counsel stating:, (a) that if the form or forms of such Securities have has been established in or pursuant to a Board Resolution as permitted by Section 2.1, that each such form has been established in conformity with the provisions of this Indenture; (b) that if the terms of such Securities have been been, or in the case of Securities of a series offered in a Periodic Offering will be, established in or pursuant to a Board Resolution as permitted by Section 3.1, that such terms have been, or in the case of Securities of a series offered in a Periodic Offering will be, established in conformity with the provisions of this Indenture;, subject, in the case of Securities of a series offered in a Periodic Offering, to any conditions specified in such Opinion of Counsel; and (c) that such Securities, Securities when completed by appropriate insertions and executed and delivered by the Company to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions and assumptions specified in such Opinion of Counsel, will constitute the legal, valid and legally binding obligations of the Company, Company enforceable in accordance with their terms; , subject to the following limitations: (di) bankruptcy, insolvency, moratorium, reorganization, liquidation, fraudulent conveyance or transfer and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights, or to general equity principles, (ii) the execution availability of equitable remedies being subject to the discretion of the court to which application therefor is made; and delivery by the Company of such Securities and any supplemental indenture will not contravene the articles of incorporation or continuance, or (iii) such other constating documents then usual and customary matters as shall be specified in effect, if any, or the by-laws of the Company, or violate applicable laws; and (e) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuance. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to Counsel. If such form or forms or terms have been so established, the preceding two paragraphs prior to or at the time of issuance of each Security, if such documents are delivered prior to or at the time of issuance of the first Security of such series and with respect to all Securities of such series. The Trustees Trustee shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustees' 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 TrusteesTrustee. Notwithstanding the provisions of Section 3.1 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 Officer’s Certificate otherwise required pursuant to Section 3.1 or the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. With respect to Securities of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Securities, on the form or forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Section 2.1 and Section 3.1 and this Section, as applicable, in connection with the first authentication of Securities of such series. Each Security shall be dated the date of its authentication. No Security shall entitle a Holder 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 duly executed by the applicable Trustee by manual signature of an authorized officer thereofofficer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and 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 Company, and the Company shall deliver such Security to the Trustees Trustee for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, 3.9 for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder be entitled to the benefits of this Indenture.

Execution, Authentication, Delivery and Dating. (a) The Securities shall be executed in the name and on behalf of the Company Issuer by an OfficerOfficer of the Issuer. The signature Guarantees shall be executed in the name and on behalf of the Guarantor by an Officer on of the Securities Guarantor. Such signatures may be the manual or facsimile signatures of the present or any future such authorized officer and may be imprinted Officer of the Issuer or otherwise reproduced the Guarantor. If the Person whose signature is on a Security no longer holds that office at the Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of Security is authenticated and delivered, the Company Security 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. nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Indenture, the Company Issuer may deliver Securities of any series, series executed by the Company Issuer (with the Guarantees endorsed thereon) to the applicable Trustee for authentication, together with a Company an Order for the authentication and delivery of such SecuritiesSecurities and, and if required pursuant to Section 3.01, a supplemental indenture, Order or Officer’s Certificate setting forth the applicable terms of the Securities of a series. The Trustee in accordance with such Company Order shall thereupon authenticate and deliver such SecuritiesSecurities without any further action by the Issuer or the Guarantor. If not all The Order shall specify the principal amount of Securities to be authenticated and the date on which the original issue of Securities is to be authenticated. (c) In authenticating the first Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustees for the issuance of such Securities and determining terms of particular Securities of such series such as interest rate, Stated Maturity, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustees Trustee shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)Section 11.02) shall be fully protected in relying upon, an Opinion of Counsel stating: (a) that the form or forms of such Securities have been established in conformity with the provisions of this Indenture; (b) that the terms of such Securities have been established in conformity with the provisions of this Indenture; (c) that such SecuritiesOfficer’s Certificate, when completed by appropriate insertions and executed and delivered by the Company to the applicable Trustee for authentication prepared in accordance with Section 17.01 stating that the conditions precedent, if any, provided for in this IndentureIndenture have been complied with, and an Opinion of Counsel, prepared in accordance with Section 17.01 and substantially to the effect that such Securities (with the Guarantees endorsed thereon), when authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and legally binding obligations of the CompanyIssuer and the Guarantor, respectively, enforceable in accordance with their terms; (d) the execution , subject to applicable bankruptcy, insolvency and delivery by the Company similar laws affecting creditors’ rights generally, concepts of such Securities reasonableness and any supplemental indenture will not contravene the articles equitable principles of incorporation or continuance, or such other constating documents then in effect, if any, or the by-laws of the Company, or violate applicable laws; and (e) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuancegeneral applicability. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphsparagraph, if not all the Securities of any a series are not to be originally issued at one time, it shall not be necessary to deliver the Officer's ’s Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to the such preceding two paragraphs paragraph at or prior to or at the time of issuance authentication of each Security, Security of such series if such documents are Officer’s Certificate or Opinion of Counsel is delivered at or prior to or at the time of authentication upon original issuance of the first Security of such series to be issued; provided that nothing in this clause (c) is intended to derogate Trustee’s rights to receive an Officer’s Certificate and with respect Opinion of Counsel under Section 17.01. (d) The Trustee shall have the right to all Securities of such series. The Trustees shall not be required decline to authenticate and deliver any such the Securities under this Section 3.03 if the issue of such the Securities pursuant to this Indenture will affect the Trustees' 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 Trustees. otherwise. (e) Each Security shall be dated the date of its authentication. (f) If the Issuer shall establish pursuant to Section 3.01 that the Securities of a series are to be issued in whole or in part in the form of one or more Global Securities, then the Issuer shall execute and the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Securities, (ii) shall be registered, if in registered form, in the name of the Depositary for such 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 instruction and (iv) shall bear a legend substantially to the following effect: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. The aggregate principal amount of each Global Security may from time to time be increased or decreased by adjustments made on the records of the Security Custodian, as provided in this Indenture. (g) Each Depositary designated pursuant to Section 3.01 for a Global Security in registered form must, at the time of its designation and at all times while it serves as such Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. (h) Members of, or participants in, the Depositary (“Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary or by the Security Custodian under such Global Security, and the Depositary may be treated by the Issuer, the Guarantor, the Trustee, any Paying Agent and the Registrar and any of their agents as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Guarantor, the Trustee, any Paying Agent or the Registrar or any of their agents from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Members, the operation of customary practices of the Depositary governing the exercise of the rights of an owner of a beneficial interest in any Global Security. The Holder of a Global Security may grant proxies and otherwise authorize any Person, including Members and Persons that may hold interests through Members, to take any action that a Holder is entitled to take under this Indenture or the Securities. (i) No Security shall entitle a Holder 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 one of the form forms provided for herein duly executed by the applicable Trustee or by an Authenticating Agent by manual signature of an authorized officer thereofsignatory of the Trustee or such Authenticating Agent, as applicable, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and 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 Company, and the Company shall deliver such Security to the Trustees for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder to the benefits of this Indenture.

Execution, Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by an Officerindividual or individuals duly authorized by the Board of Directors of the Company to execute the Securities and the coupons. The signature of an Officer any of these authorized persons on the Securities or coupons may be the manual or facsimile signatures of the present or any future such authorized officer person and may be imprinted or otherwise reproduced on the Securities. Securities or coupons bearing the manual or facsimile signatures of individuals who were at any the time of such execution of the Securities or coupons 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. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, together with any coupons appertaining thereto, duly executed by the Company Company, to the applicable Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the applicable Trustee in accordance with such Company Order shall authenticate and deliver such Securities; provided, however, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and provided further that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate in the form set forth in Exhibit A-1 to this Indenture (or such other certificate as may be specified with respect to any series of Security pursuant to Section 301), dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner’s interest therein upon original issuance of such Security or upon exchange of a portion of a temporary global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner’s interest in such permanent global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and cancelled. If not all the Securities of any series are to be issued at one time and if the Board Resolution Resolution, Officers’ Certificate pursuant to a Board Resolution, or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustees Trustee for the issuance of such Securities and determining terms of particular Securities of such series such as interest raterate or formula, Stated Maturitymaturity, any redemption or repayment provisions, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustees Trustee shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)) shall be fully protected in conclusively relying upon, an Opinion of Counsel stating: stating in effect (a) that the form or forms of such Securities have been established in conformity with the provisions of this Indenture; (b) that the terms of such Securities have been established in conformity with the provisions of this Indenture; (c) that such Securities, when completed by appropriate insertions and executed and delivered by the Company to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their terms; (d) the execution and delivery by the Company of such Securities and any supplemental indenture will not contravene the articles of incorporation or continuance, or such other constating documents then in effect, if any, or the by-laws of the Company, or violate applicable laws; and (e) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuance. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, if such documents are delivered prior to or at the time of issuance of the first Security of such series and with respect to all Securities of such series. The Trustees shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustees' own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustees. Each Security shall be dated the date of its authentication. No Security shall entitle a Holder 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 duly executed by the applicable Trustee by manual signature of an authorized officer thereof, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and 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 Company, and the Company shall deliver such Security to the Trustees for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder to the benefits of this Indenture.customary exceptions):

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by an Officerany Officer of the Company. The signature of an any such Officer on the Securities may be the manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers 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. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any seriesSecurities, executed by the Company Company, to the applicable Trustee for authenticationauthentication and, together provided that the Board Resolution and Officer’s Certificate or supplemental indenture or indentures with respect to such Securities referred to in Section 3.1 and a Company Order for the authentication and delivery of such SecuritiesSecurities have been delivered to the Trustee, and the applicable Trustee in accordance with such the Company Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities. If not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustees for the issuance of such Securities and determining terms of particular Securities of such series such as interest rate, Stated Maturity, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustees Trustee shall be entitled to receiveprovided with, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)) of the Trust Indenture Act) shall be fully protected in relying upon, upon an Opinion of Counsel stating: (a) and an Officer’s Certificate that contain the form or forms of such Securities have been established in conformity with the provisions of this Indenture; (b) that the terms of such Securities have been established in conformity with the provisions of this Indenture; (c) that such Securities, when completed statements required by appropriate insertions and executed and delivered by the Company to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their terms; (d) the execution and delivery by the Company of such Securities and any supplemental indenture will not contravene the articles of incorporation or continuance, or such other constating documents then in effect, if any, or the by-laws of the Company, or violate applicable laws; and (e) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuance. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, if such documents are delivered prior to or at the time of issuance of the first Security of such series and with respect to all Securities of such series1.2. The Trustees Trustee shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustees' 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 TrusteesTrustee. Notwithstanding the provisions of Section 3.1 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 Officer’s Certificate or Company Order otherwise required pursuant to such preceding paragraph at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. This paragraph shall not be applicable to Securities of a series that are issued as part of a reopening pursuant to the last paragraph of Section 3.1. Each Registered Security shall be dated the date of its authentication. No Security shall entitle a Holder be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly in Section 2.2 or Section 6.12 executed by or on behalf of the applicable Trustee or by the Authenticating Agent by the manual signature of an one of its authorized officer thereof, and such signatories. Such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenturehereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustees Trustee for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company3.9, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder be entitled to the benefits of this Indenture.

Execution, Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by any one of the President, Chief Executive Officer, Chief Business Officer, Chief Financial Officer, Chief Accounting Officer, Corporate Secretary or an OfficerAssistant Secretary of the Company, or if two or more persons share such office any one of such persons. The signature of an Officer any of these officers on the Securities or coupons may be the manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities or coupons bearing the manual or facsimile signatures 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 SecuritiesSecurities or coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any seriesseries together with any coupon appertaining thereto, executed by the Company to the applicable Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the applicable Trustee in accordance with such Company Order shall authenticate and deliver such Securities. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 3.04, the notation of a beneficial owner’s interest therein upon original issuance of such Security or upon exchange of a portion of a temporary global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner’s interest in such permanent global Security. Except as permitted by Section 3.06, the Trustees shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and cancelled. If not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustees for the issuance of such Securities and determining terms of particular Securities of such series such as interest rate, Stated Maturitystated maturity, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustees shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)) shall be fully protected in relying upon, an Opinion of Counsel stating: (a) that the form or forms of such Securities and any coupons have been established in conformity with the provisions of this Indenture; (b) that the terms of such Securities and any coupons have been established in conformity with the provisions of this Indenture; (c) that such Securities, together with any coupons appertaining thereto, when completed by appropriate insertions and executed and delivered by the Company to the applicable Trustee Trustees for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee Trustees, or either of them, in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equitable principles; (d) that all laws and requirements in respect of the execution and delivery by the Company of such Securities, any coupons and of the supplemental indentures, if any, have been complied with and that authentication and delivery of such Securities and any coupons and the execution and delivery of the supplemental indenture indentures, if any, by the Trustees will not violate the terms of the Indenture; (e) that the Company has the corporate power to issue such Securities and any coupons, and has duly taken all necessary corporate action with respect to such issuance; and (f) that the issuance of such Securities and any coupons will not contravene the articles of incorporation or continuance, or such other constating documents then in effect, if any, or the by-laws laws, in each case, of the Company, or violate result in any violation of any of the terms or provisions of any applicable laws; and (e) that law or regulation in the United States or Canada or of any indenture, mortgage or other agreement known to such Counsel by which the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuanceis bound. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver the Officer's ’s Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, if but such documents are shall be delivered prior to or at the time of issuance of the first Security of such series and with respect to all Securities of such series. The Trustees shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustees' ’ own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustees. Each Registered Security shall be dated the date of its authenticationauthentication and each Bearer Security shall be dated as of the date specified as contemplated by Section 3.01. No Security or coupon shall entitle a Holder 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 duly executed by the applicable Trustee Authenticating Agent by manual signature of an authorized officer thereofofficer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and 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 Company, and the Company shall deliver such Security to the Trustees for cancellation as provided in Section 3.10 3.09 together with a written statement (which need not comply with Section 1.03 1.02 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder to the benefits of this Indenture.

Execution, Authentication, Delivery and Dating. (a) The Securities shall be executed on behalf of the Company by an any Officer. The signature of an any Officer on the Securities may be the manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. facsimile. (b) Securities bearing the manual or facsimile signatures of individuals any individual who were was at any time the proper officers an Officer of the Company shall bind the Company, notwithstanding that any such individuals or any of them have individual has ceased to hold such offices office prior to the authentication and delivery of such Securities or did not hold such offices office at the date of such Securities. . (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, series executed by on behalf of the Company pursuant to clause (a) above to the applicable Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the applicable Trustee in accordance with such Company Order shall authenticate and deliver such Securities. If not all the ; provided that, with respect to Securities of any a series are to be issued at one time constituting a medium term note program, the Trustee shall authenticate and if the Board Resolution or supplemental indenture establishing deliver Securities of such series shall so permit, for original issue from time to time in the aggregate principal amount established for such Company Order may set forth series pursuant to such procedures acceptable to the Trustees for the issuance of Trustee and to such Securities recipients as may be specified from time to time by a Company Order. The maturity dates, original issue dates, interest rates and determining any other terms of particular the Securities of such series shall be determined by or pursuant to such Company Order and procedures. (d) The Trustee’s certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [ ], as interest rateTrustee By Authorized Signatory Date: (e) If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.1, Stated Maturity, date of issuance and date from which interest shall accrue. In in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustees Trustee shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)Section 8.1) shall be fully protected in relying upon, an Opinion of Counsel stating: (a1) that if the form or forms of any of such Securities have has been established by or pursuant to a Board Resolution as permitted by Section 2.1, that such form has been established in conformity with the provisions of this Indenture;; and (b) that the terms of such Securities have been established in conformity with the provisions of this Indenture; (c2) that such Securities, when completed by appropriate insertions and executed and delivered by the Company to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their respective 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. (df) Notwithstanding that such form or terms have been so established, the execution and delivery by the Company of such Securities and any supplemental indenture will not contravene the articles of incorporation or continuance, or such other constating documents then in effect, if any, or the by-laws of the Company, or violate applicable laws; and (e) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuance. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, if such documents are delivered prior to or at the time of issuance of the first Security of such series and with respect to all Securities of such series. The Trustees Trustee shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will would adversely affect the Trustees' 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 Trustees. Trustee. (g) [Reserved.] (h) With respect to Securities of a series constituting a medium term note program, if the form and general terms of the Securities of such series have been established by or pursuant to one or more Board Resolutions or by an indenture supplemental hereto, as permitted by Section 2.1 in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall receive, and (subject to Section 8.1) shall be fully protected in relying upon, in addition to the foregoing documents and (if applicable) in lieu of clause (e) above, an Opinion of Counsel stating that the Securities have been duly authorized and executed by the Company, and assuming the due authentication by the Trustee in the manner provided for in this Indenture, when delivered against payment of the consideration therefor in accordance with any applicable distribution agreement, the Securities will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and to general equity principles. (i) Each Security shall be dated the date of its authentication. . (j) No Security shall entitle a Holder 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 duly executed by the applicable Trustee by manual signature of an authorized officer thereofsignature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and 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 Company, and the Company shall deliver such Security to the Trustees Trustee for cancellation as provided in Section 3.10 2.9 together with a written statement (which need not comply with Section 1.03 1.2 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder be entitled to the benefits of this Indenture.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf by an Officer of the Company by facsimile or manual signature; and the Guarantees with respect to the Securities shall be executed by an OfficerOfficer of the Guarantor by facsimile or manual signature. If an Officer whose signature is on a Security or the Guarantee no longer holds that office at the time the Security or the Guarantee is authenticated, the Security or the Guarantee, as the case may be, shall nevertheless be valid. The Trustee may appoint an authenticating agent acceptable to the Company (the "Authenticating Agent") to authenticate Securities. The Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. A Security shall not be valid until the Trustee or Authenticating Agent manually signs the certificate of authentication on the Security. The signature of an Officer on shall be conclusive evidence that the Securities may be the manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities bearing the manual or facsimile signatures 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 SecuritiesSecurity has been authenticated under this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company Company, with the Guarantee of the Guarantor endorsed thereon, to the applicable Trustee for authentication, together with a Company Order written request for the authentication and delivery of such SecuritiesSecurities and the applicable documents referred to below in this Section 2.02, and the applicable Trustee in accordance with such Company Order shall thereupon authenticate and deliver such Securities. If not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustees for the issuance of such Securities and determining terms of particular Securities of such series such as interest rate, Stated Maturity, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustees Trustee shall be entitled to receive, receive and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)) shall be fully protected in relying upon, an Opinion of Counsel stating: (a) any Board Resolution of the Company and/or executed supplemental indenture referred to in Sections 2.01 and 2.03 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officer's Certificate of the Company and an Officer's Certificate of the Guarantor certifying as to the forms and terms of the Securities of that series and the Guarantee thereof and stating that the form or forms of such Securities have been established in conformity with the provisions of this Indenture; (b) that the and terms of such Securities have been been, or will be when established in conformity accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and (c) an Opinion of Counsel to the Company and the Guarantor substantially to the effect that the Securities of that series and the Guarantee thereof have been duly authorized and, when executed and authenticated, or in the case of the Guarantee, when the Securities on which the Guarantee shall have been endorsed shall have been authenticated, in accordance with the provisions of this Indenture; (c) that such Securities, when completed by appropriate insertions and executed the Indenture and delivered to and duly paid for by the Company purchasers thereof on the date of such opinion, will be entitled to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by benefits of the applicable Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, be valid and binding obligations of the CompanyCompany and the Guarantor, respectively, enforceable against the Company and the Guarantor, respectively, in accordance with their respective terms; (d) the execution , subject to bankruptcy, insolvency, reorganization, receivership, moratorium and delivery by the Company other similar laws affecting creditors' rights generally, general principles of such Securities equity, and any supplemental indenture will not contravene the articles of incorporation or continuance, or such other constating documents then in effect, if any, or the by-laws of the Company, or violate applicable laws; and (e) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuancematters as shall be specified therein. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphsparagraph, if not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver the an Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and an Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each SecuritySecurity of such series, if but such documents are certificate and opinion, with appropriate modifications to cover such future issuances, shall be delivered prior to at or at before the time of issuance of the first Security of such series and with respect to all Securities of such series. The Trustees shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustees' own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustees. Each Security shall be dated the date of its authentication. No Security If the Company shall entitle establish pursuant to Section 2.03 that the Securities of a Holder series or a portion thereof are 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 issued in the form provided for herein duly of one or more Global Securities, then the Company shall execute, and the Trustee shall authenticate and deliver, one or more Global Securities, having a Guarantee executed by the applicable Guarantor endorsed thereon, that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series issued in such form and not yet canceled, (ii) shall be registered in the name of the Depositary for such Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee by manual signature of an authorized officer thereofto such Depositary or its custodian or pursuant to such Depositary's instructions, and such certificate upon any Security (iv) shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled bear a legend substantially to the benefits of following effect: "Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold may not be transferred except as a whole by the Company, and Depositary to a nominee of the Company shall deliver such Security Depositary or by a nominee of the Depositary to the Trustees for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion Depositary or another nominee of Counsel) stating that such Security has never been issued and sold the Depositary or by the Company, for all purposes Depositary or any such nominee to a successor Depositary or a nominee of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder to the benefits of this Indenturesuccessor Depositary."

Execution, Authentication, Delivery and Dating. (a) The Securities shall be executed on behalf of the Company by an any Officer. The signature of an any Officer on the Securities may be the manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. facsimile. (b) Securities bearing the manual or facsimile signatures of individuals any individual who were was at any time the proper officers an Officer of the Company shall bind the Company, notwithstanding that any such individuals or any of them have individual has ceased to hold such offices office prior to the authentication and delivery of such Securities or did not hold such offices office at the date of such Securities. . (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, series executed by on behalf of the Company pursuant to clause (a) above to the applicable Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the applicable Trustee in accordance with such Company Order shall authenticate and deliver such Securities. If not all the ; provided that, with respect to Securities of any a series are to be issued at one time constituting a medium term note program, the Trustee shall authenticate and if the Board Resolution or supplemental indenture establishing deliver Securities of such series shall so permit, for original issue from time to time in the aggregate principal amount established for such Company Order may set forth series pursuant to such procedures acceptable to the Trustees for the issuance of Trustee and to such Securities recipients as may be specified from time to time by a Company Order. The maturity dates, original issue dates, interest rates and determining any other terms of particular the Securities of such series shall be determined by or pursuant to such Company Order and procedures. (d) The Trustee’s certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. U.S. BANK NATIONAL ASSOCIATION, as interest rateTrustee By: Authorized Signatory Date: (e) If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.1, Stated Maturity, date of issuance and date from which interest shall accrue. In in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustees Trustee shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)Section 8.1) shall be fully protected in relying upon, an Opinion of Counsel stating: (a1) that if the form or forms of any of such Securities have has been established by or pursuant to a Board Resolution as permitted by Section 2.1, that such form has been established in conformity with the provisions of this Indenture;; and (b) that the terms of such Securities have been established in conformity with the provisions of this Indenture; (c2) that such Securities, when completed by appropriate insertions and executed and delivered by the Company to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their respective 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. (df) Notwithstanding that such form or terms have been so established, the execution and delivery by the Company of such Securities and any supplemental indenture will not contravene the articles of incorporation or continuance, or such other constating documents then in effect, if any, or the by-laws of the Company, or violate applicable laws; and (e) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuance. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, if such documents are delivered prior to or at the time of issuance of the first Security of such series and with respect to all Securities of such series. The Trustees Trustee shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will would adversely affect the Trustees' 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 Trustees. Trustee. (g) [Reserved.] (h) With respect to Securities of a series constituting a medium term note program, if the form and general terms of the Securities of such series have been established by or pursuant to one or more Board Resolutions or by an indenture supplemental hereto, as permitted by Section 2.1 in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall receive, and (subject to Section 8.1) shall be fully protected in relying upon, in addition to the foregoing documents and (if applicable) in lieu of clause (e) above, an Opinion of Counsel stating that the Securities have been duly authorized and executed by the Company, and assuming the due authentication by the Trustee in the manner provided for in this Indenture, when delivered against payment of the consideration therefor in accordance with any applicable distribution agreement, the Securities will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and to general equity principles. (i) Each Security shall be dated the date of its authentication. . (j) No Security shall entitle a Holder 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 duly executed by the applicable Trustee by manual signature of an authorized officer thereofsignature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and 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 Company, and the Company shall deliver such Security to the Trustees Trustee for cancellation as provided in Section 3.10 2.9 together with a written statement (which need not comply with Section 1.03 1.2 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder be entitled to the benefits of this Indenture.

Execution, Authentication, Delivery and Dating. The Debt Securities of any series shall be executed on behalf of the Company by an Officerits Chairman, a Vice Chairman, its President, one of its Vice Presidents or its Treasurer. The signature of an Officer on the Securities any of these officers may be the manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Debt Securities bearing the manual or facsimile signatures 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 Debt Securities or did not hold such offices at the date of such Debt Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Debt Securities of any series, executed by the Company Company, to the applicable Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, Debt Securities and the applicable Trustee in accordance with such the Company Order shall authenticate and deliver such Debt Securities. If not all the Debt Securities of any one series are not to be issued at one time and if a Board Resolution or the Officers’ Certificate or other document pursuant to a Board Resolution or supplemental indenture establishing relating to such series shall so permit, such Company Order may set forth procedures acceptable to the Trustees Trustee for the issuance of such Debt Securities and determining for the determination of the terms of particular Securities of such series thereof, such as interest rate, Stated Maturity, date of issuance and date from which interest interest, if any, shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustees The Trustee shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)Section 6.1) shall be fully protected in relying upon, prior to the authentication and delivery of the Debt Securities of such series, (i) the supplemental indenture or the Board Resolution by or pursuant to which the form and terms of such Debt Securities have been approved and (ii) an Opinion of Counsel statingsubstantially to the effect that: (a1) that the form or forms Company Order furnished by the Company to the Trustee in connection with the authentication and delivery of such Debt Securities have been established in conformity conforms to the requirements of this Indenture and constitutes sufficient authority hereunder for the Trustee to authenticate and deliver such Debt Securities; (2) the forms and terms (or, if applicable, the manner of determining the terms) of such Debt Securities are consistent with the provisions of this Indenture; (b3) in the event that the forms or terms of such Debt Securities have been established in conformity with a supplemental indenture, the provisions execution and delivery of this Indenture; (c) that such Securitiessupplemental indenture has been duly authorized by all necessary corporate action of the Company, when completed by appropriate insertions and such supplemental indenture has been duly executed and delivered by the Company to and, assuming due authorization, execution and delivery by the applicable Trustee for authentication Trustee, is a valid and binding obligation enforceable against the Company in accordance with this Indentureits terms, authenticated subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and subject to such other exceptions as counsel shall conclude do not materially affect the rights of the Holders of such Debt Securities; (4) the execution and delivery of such Debt Securities have been duly authorized by all necessary corporate action of the Company and such Debt Securities (if to be issued at the time of delivery of such Company Order) have been duly executed and delivered by the applicable Trustee in accordance with this Indenture and issued Company and, assuming due authentication by the Company in the manner Trustee and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their terms; (d) the execution and delivery by the Company (if to be issued after delivery of such Securities Company Order in accordance with the foregoing procedures), are valid and any supplemental indenture will not contravene binding obligations enforceable against the articles Company in accordance with their terms, entitled to the benefit of incorporation the Indenture, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or continuance, or at law) and subject to such other constating documents then in effect, if any, or exceptions as counsel shall conclude do not materially affect the by-laws rights of the Company, or violate applicable lawsHolders of such Debt Securities; and (e5) that the Company has amount of Debt Securities Outstanding of such series, together with the corporate power to issue amount of such Debt Securities, and has duly taken all necessary corporate action with respect to such issuance. Notwithstanding does not exceed any limit established under the provisions terms of Section 3.01 and this Indenture on the amount of the preceding two paragraphs, if not all the Debt Securities of any series are to be issued at one time, it shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, if such documents are delivered prior to or at the time of issuance of the first Security of such series that may be authenticated and with respect to all Securities of such seriesdelivered. The Trustees Trustee shall not be required to authenticate and deliver any such Debt Securities if the issue issuance of such Debt Securities pursuant to this Indenture will affect the Trustees' Trustee’s own rights, duties or immunities under the Debt Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the TrusteesTrustee. Each Debt Security shall be dated the date of its authentication. No Debt Security shall entitle a Holder be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Debt Security a certificate of authentication substantially in one of the form forms provided for herein duly executed by the applicable Trustee by manual signature of an authorized officer thereofsignatory of the Trustee or by an Authenticating Agent, and such certificate upon any Debt Security shall be conclusive evidence, and the only evidence, that such Debt Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Debt Security shall have been duly authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Debt Security to the Trustees Trustee for cancellation as provided in Section 3.10 3.8 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel1.2) stating that such Debt Security has never been issued and sold by the Company, for all purposes of this Indenture such Debt Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder be entitled to the benefits of this Indenture.

Execution, Authentication, Delivery and Dating. The Two Officers of each of the Issuers shall sign the Securities shall be executed on behalf of the Company by an Officer. The signature of each Issuer and, with respect to any related Guarantees, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on the Securities may be the behalf of such Subsidiary Guarantor, in each case by manual or facsimile signatures signature. If an Officer of the present Issuers or any future such authorized officer and may be imprinted or otherwise reproduced a Subsidiary Guarantor whose signature is on a Security no longer holds that office at the Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers Security or the Notation of Guarantee, as the Company shall bind the Companycase may be, 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. At any time and from time to time after the execution and delivery of this Indentureis authenticated, the Company may deliver Securities of any series, executed by the Company to the applicable Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the applicable Trustee in accordance with such Company Order shall authenticate and deliver such Securities. If not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustees for the issuance of such Securities and determining terms of particular Securities of such series such as interest rate, Stated Maturity, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustees Security shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)) shall be fully protected in relying upon, an Opinion of Counsel stating: (a) that the form or forms of such Securities have been established in conformity with the provisions of this Indenture; (b) that the terms of such Securities have been established in conformity with the provisions of this Indenture; (c) that such Securities, when completed by appropriate insertions and executed and delivered by the Company to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their terms; (d) the execution and delivery by the Company of such Securities and any supplemental indenture will not contravene the articles of incorporation or continuance, or such other constating documents then in effect, if any, or the by-laws of the Company, or violate applicable laws; and (e) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuancenevertheless. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it A Security shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, if such documents are delivered prior to or at the time of issuance of the first Security of such series and with respect to all Securities of such series. The Trustees shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustees' own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustees. Each Security shall be dated the date of its authentication. No Security shall entitle a Holder entitled to any benefit under this Indenture or the related Guarantees, if any, 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 duly executed until authenticated by the applicable Trustee by manual signature of an authorized officer thereofsignatory of the Trustee, and such certificate upon any Security which signature shall be conclusive evidence, and evidence that the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of under this Indenture. Notwithstanding the foregoing, if any Security shall have has been authenticated and delivered hereunder but never issued and sold by the CompanyIssuers, and the Company shall Issuers deliver such Security to the Trustees Trustee for cancellation as provided in Section 3.10 2.13, together with a written statement (which need not comply with Section 1.03 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the CompanyIssuers, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder be entitled to the benefits of this Indenture or the related Guarantees, if any. At any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Securities of any series executed by the Issuers (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon an Issuer Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Issuer Order. Such order shall specify the amount of the Securities to be authenticated, the 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 terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Issuer Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuers or their duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by 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 Issuer Order referred to above and the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected in relying upon: (a) an Officers’ Certificate setting forth the Board Resolution and, if applicable, an appropriate record of any action taken pursuant thereto, as contemplated by the last paragraph of Section 2.01; and (b) an Opinion of Counsel to the effect that: (i) the form of such Securities has been established in conformity with the provisions of this Indenture; (ii) the terms of such Securities have been established in conformity with the provisions of this Indenture; and (iii) that when authenticated and delivered by the Trustee and issued by the Issuers in the manner and subject to any conditions specified in such Opinion of Counsel, such Securities and the related Guarantees, if any, will constitute valid and binding obligations of the Issuers and the Subsidiary Guarantors, respectively, enforceable against the Issuers and the Subsidiary Guarantors, respectively, in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer or other similar laws in effect from time to time affecting the rights of creditors generally, and the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). If all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Officers’ Certificate and Opinion of Counsel at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first Security of the series to be issued. The Trustee shall not be required to authenticate such Securities if the issuance of such Securities pursuant to this Indenture would affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner not reasonably acceptable to the Trustee. The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate Securities. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuers, any Subsidiary Guarantor or an Affiliate of the Issuers or any Subsidiary Guarantor. Each Security shall be dated the date of its authentication.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by an its Chairman of the Board, a Vice Chairman, its President, its Chief Executive Officer, its Chief Financial Officer, its Treasurer or a Vice President and attested by its Secretary or one of its Assistant Secretaries. Coupons shall be executed on behalf of the Company by the Treasurer or any Assistant Treasurer of the Company. The signature of an Officer any of these officers on the Securities or any Coupons appertaining thereto may be the manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities and any Coupons appertaining thereto bearing the manual or facsimile signatures 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 and Coupons or did not hold such offices at the date of original issuance of such SecuritiesSecurities or Coupons. At any time and from time to time on and/or after the execution and delivery of this Indenture, the Company may deliver Securities of Securities, together with any seriesCoupons appertaining thereto, executed by the Company Company, to the applicable Trustee for authenticationauthentication and, together provided that the Board Resolution and Officers’ Certificate or supplemental indenture or indentures with respect to such Securities referred to in Section 3.1 and a Company Order for the authentication and delivery of such SecuritiesSecurities have been delivered to the Trustee, and the applicable Trustee in accordance with such the Company Order and subject to the provisions hereof and of such Securities shall authenticate or cause to be authenticated and deliver such Securities. If not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustees for the issuance of such Securities and determining terms of particular Securities of such series such as interest rate, Stated Maturity, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such SecuritiesSecurities and any Coupons appertaining thereto, the Trustees Trustee shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)) of the Trust Indenture Act) shall be fully protected in relying upon, , (1) an Opinion of Counsel statingto the effect that: (a) that the form or forms and the terms of such Securities and any Coupons have been established in conformity with the provisions of this Indenture;; and (b) that the terms of such Securities have been established in conformity with the provisions of this Indenture; (c) that such Securities, together with any Coupons appertaining thereto, when completed by appropriate insertions and executed and delivered by the Company to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their terms; (d) , subject to applicable bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting the execution enforcement of creditors’ rights, to general equitable principles and delivery by to such other qualifications as such counsel shall conclude do not materially affect the Company rights of Holders of such Securities and any supplemental indenture will not contravene Coupons; and (2) an Officers’ Certificate stating that, to the articles best knowledge of incorporation or continuancethe Persons executing such certificate, or all conditions precedent to the execution, authentication and delivery of such other constating documents then in effectSecurities and Coupons, if any, or the by-laws of the Companyappertaining thereto, have been complied with, and no event which is, or violate applicable laws; and (e) that the Company has the corporate power to issue such Securitiesafter notice or lapse of time would become, and has duly taken all necessary corporate action an Event of Default with respect to such issuance. Notwithstanding the provisions of Section 3.01 and any of the preceding two paragraphs, if not all the Securities of any series are to shall have occurred and be issued at one time, it shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, if such documents are delivered prior to or at the time of issuance of the first Security of such series and with respect to all Securities of such seriescontinuing. The Trustees Trustee shall not be required to authenticate and deliver or to cause an Authenticating Agent to authenticate any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustees' 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 TrusteesTrustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken. Each Registered Security shall be dated the date of its authentication. Each Bearer Security and any Bearer Security in global form shall also be dated the date of its authentication. No Security or Coupon appertaining thereto shall entitle a Holder be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly contemplated under Section 2.2 or 6.12 executed by or on behalf of the applicable Trustee or by the Authenticating Agent by the manual signature of an one of its authorized officer thereof, and such officers. Such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder hereunder. Except as permitted by Section 3.6, the Trustee shall not authenticate and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if deliver any Bearer Security shall unless all Coupons appertaining thereto then matured have been authenticated detached and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustees for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder to the benefits of this Indenturecancelled.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by an its Chief Executive Officer, its President, its Treasurer or a Vice President under its corporate seal reproduced thereon and attested by its Secretary or one of its Assistant Secretaries. The signature of an Officer any of these officers on the Securities together with the corporate seal, may be the manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the CompanyCompany and the Guarantor, 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 original issuance of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, executed by the Company Company, to the applicable Trustee for authenticationauthentication and provided that the Board Resolution, together with Officer's Certificate and a Company Order for the authentication and delivery of such SecuritiesSecurities have been delivered to the Trustee, and the applicable Trustee in accordance with such the Company Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities. If not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustees for the issuance of such Securities and determining terms of particular Securities of such series such as interest rate, Stated Maturity, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustees Trustee shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)) shall be fully protected in relying upon, , (1) an Opinion of Counsel statingto the effect that: (a) that the form or forms and terms of such Securities have been established in conformity with the provisions of this Indenture; (b) that all conditions precedent to the terms authentication and delivery of such Securities have been established in conformity complied with the provisions of this Indenture; (c) and that such Securities, Securities when completed by appropriate insertions insertions, executed under the Company's corporate seal and executed and attested by duly authorized officers of the Company, delivered by duly authorized officers of the Company to the applicable Trustee for authentication in accordance with pursuant to this Indenture, and authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms;, except as enforcement thereof may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, arrangement, fraudulent conveyance, fraudulent transfer or other similar laws relating to or affecting creditors' rights generally, and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and will entitle the Holders thereof to the benefits of this Indenture, including the Guarantee; such Opinion of Counsel need express no opinion as to the availability of equitable remedies; and (dc) all laws and requirements in respect of the execution and delivery by the Company of such Securities and any supplemental indenture will not contravene the articles of incorporation or continuance, or such other constating documents then in effect, if any, or the by-laws of the Company, or violate applicable lawshave been complied with; and (e2) that Officer's Certificates of the Company has and the corporate power Guarantor, in each case stating that, to issue the best knowledge of the Persons executing such Securitiescertificate, all conditions precedent to the execution, authentication and delivery of such Securities have been complied with, and has duly taken all necessary corporate action no event which is, or after notice or lapse of time would become, an Event of Default with respect to such issuance. Notwithstanding the provisions of Section 3.01 and any of the preceding two paragraphs, if not Securities shall have occurred and be continuing. If all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and an Opinion of Counsel otherwise required pursuant to and Officer's Certificates of the preceding two paragraphs prior to or Company and the Guarantor at the time of issuance of each Security, if but such documents are opinion and certificates, with appropriate modifications, shall be delivered prior to at or at before the time of issuance of the first Security Security. After any such first delivery, any separate written request by an Authorized Officer of the Company or any person designated in writing by an Authorized Officer that the Trustee authenticate and deliver the Securities for original issue will be deemed to be a certification by the Company and the Guarantor that all conditions precedent provided for in this Indenture relating to authentication and delivery of such series Securities continue to have been complied with and that no Event of Default with respect to all any of the Securities of such serieshas occurred or is continuing. The Trustees Trustee shall not be required to authenticate and deliver or to cause an Authenticating Agent to authenticate any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustees' 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 TrusteesTrustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken. Each Security shall be dated the date of its authentication. No Security shall entitle a Holder be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly in Exhibit A executed by or on behalf of the applicable Trustee or by the Authenticating Agent by the manual signature of an one of its authorized officer thereof, and such officers. Such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and 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 Company, and the Company shall deliver such Security to the Trustees for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder to the benefits of this Indenturehereunder.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by an Officerits Chairman of the Board, a Vice Chairman, its President, its Treasurer or a Vice President under its corporate seal reproduced thereon and attested by its Secretary or one of its Assistant Secretaries. Coupons shall be executed on behalf of the Company by the Treasurer or any Assistant Treasurer of the Company. The signature of an Officer any of these officers on the Securities or any Coupons appertaining thereto may be the manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities and any Coupons appertaining thereto bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the CompanyCompany and the Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities and Coupons or did not hold such offices at the date of original issuance of such SecuritiesSecurities or Coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of Securities, together with any seriesCoupons appertaining thereto, executed by the Company Company, to the applicable Trustee for authenticationauthentication and, together provided that the Board Resolution and Officer’s Certificate or supplemental indenture or indentures with respect to such Securities referred to in Section 3.1 and a Company Order for the authentication and delivery of such SecuritiesSecurities have been delivered to the Trustee, and the applicable Trustee in accordance with such the Company Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities. If not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustees for the issuance of such Securities and determining terms of particular Securities of such series such as interest rate, Stated Maturity, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such SecuritiesSecurities and any Coupons appertaining thereto, the Trustees Trustee shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)) of the Trust Indenture Act) shall be fully protected in relying upon, , (1) an Opinion of Counsel statingto the effect that: (a) that the form or forms and terms of such Securities and Coupons, if any, have been established in conformity with the provisions of this Indenture; (b) that all conditions precedent to the terms authentication and delivery of such Securities and Coupons, if any, appertaining thereto, have been established in conformity complied with the provisions of this Indenture; (c) and that such SecuritiesSecurities and Coupons, when completed by appropriate insertions insertions, executed under the Company’s corporate seal and executed and attested by duly authorized officers of the Company, delivered by duly authorized officers of the Company to the applicable Trustee for authentication in accordance with pursuant to this Indenture, and authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforcement thereof may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, arrangement, fraudulent conveyance, fraudulent transfer or other similar laws relating to or affecting creditors’ rights generally, and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and will entitle the Holders thereof to the benefits of this Indenture, including the Guarantee; such Opinion of Counsel need express no opinion as to the availability of equitable remedies; (dc) all laws and requirements in respect of the execution and delivery by the Company of such Securities and any supplemental indenture will not contravene the articles of incorporation or continuance, or such other constating documents then in effectCoupons, if any, or the by-laws of the Company, or violate applicable lawshave been complied with; and (ed) that this Indenture has been qualified under the Company has Trust Indenture Act; and (2) an Officer’s Certificate and a Guarantor’s Officer’s Certificate, in each case stating that, to the corporate power best knowledge of the Persons executing such certificate, all conditions precedent to issue the execution, authentication and delivery of such SecuritiesSecurities and Coupons, if any, appertaining thereto, have been complied with, and has duly taken all necessary corporate action no event which is, or after notice or lapse of time would become, an Event of Default with respect to such issuance. Notwithstanding the provisions of Section 3.01 and any of the preceding two paragraphs, if not Securities shall have occurred and be continuing. If all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and an Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or and an Officer’s Certificate and Guarantor’s Officer’s Certificate at the time of issuance of each Security, if but such documents are opinion and certificates, with appropriate modifications, shall be delivered prior to at or at before the time of issuance of the first Security of such series. After any such first delivery, any separate written request by an Authorized Officer of the Company or any person designated in writing by an Authorized Officer that the Trustee authenticate and deliver Securities of such series for original issue will be deemed to be a certification by the Company and the Guarantor that all conditions precedent provided for in this Indenture relating to authentication and delivery of such Securities continue to have been complied with and that no Event of Default with respect to all any of the Securities of such serieshas occurred or is continuing. The Trustees Trustee shall not be required to authenticate and deliver or to cause an Authenticating Agent to authenticate any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustees' 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 TrusteesTrustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken. Each Registered Security shall be dated the date of its authentication. Each Bearer Security and any Bearer Security in global form shall be dated as of the date specified in or pursuant to this Indenture. No Security or Coupon appertaining thereto shall entitle a Holder be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly in Section 2.2 or 6.11 executed by or on behalf of the applicable Trustee or by the Authenticating Agent by the manual signature of an one of its authorized officer thereof, and such officers. Such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder hereunder. Except as permitted by Section 3.6 or 3.7, the Trustee shall not authenticate and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if deliver any Bearer Security shall unless all Coupons appertaining thereto then matured have been authenticated detached and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustees for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder to the benefits of this Indenturecancelled.

Execution, Authentication, Delivery and Dating. The Two Officers of the Company shall sign the Securities shall be executed on behalf of the Company by an Officer. The signature of and, with respect to any related Guarantees, an Officer of each Guarantor shall sign the Notation of Guarantee on the Securities may be the behalf of such Guarantor, in each case by manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiessignature. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers If an Officer of the Company shall bind the Company, notwithstanding or a Guarantor whose signature is on a Security no longer holds 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 office at the date time the Security or the Notation of such Securities. At any time and from time to time after Guarantee, as the execution and delivery of this Indenturecase may be, is authenticated, the Company may deliver Securities of any series, executed by the Company to the applicable Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the applicable Trustee in accordance with such Company Order shall authenticate and deliver such Securities. If not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustees for the issuance of such Securities and determining terms of particular Securities of such series such as interest rate, Stated Maturity, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustees Security shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)) shall be fully protected in relying upon, an Opinion of Counsel stating: (a) that the form or forms of such Securities have been established in conformity with the provisions of this Indenture; (b) that the terms of such Securities have been established in conformity with the provisions of this Indenture; (c) that such Securities, when completed by appropriate insertions and executed and delivered by the Company to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their terms; (d) the execution and delivery by the Company of such Securities and any supplemental indenture will not contravene the articles of incorporation or continuance, or such other constating documents then in effect, if any, or the by-laws of the Company, or violate applicable laws; and (e) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuancenevertheless. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it A Security shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, if such documents are delivered prior to or at the time of issuance of the first Security of such series and with respect to all Securities of such series. The Trustees shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustees' own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustees. Each Security shall be dated the date of its authentication. No Security shall entitle a Holder entitled to any benefit under this Indenture or the related Guarantees, if any, 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 duly executed until authenticated by the applicable Trustee by manual signature of an authorized officer thereofsignatory of the Trustee, and such certificate upon any Security which signature shall be conclusive evidence, and evidence that the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of under this Indenture. Notwithstanding the foregoing, if any Security shall have has been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver delivers such Security to the Trustees Trustee for cancellation as provided in Section 3.10 2.13, together with a written statement (which need not comply with Section 1.03 12.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder be entitled to the benefits of this Indenture or the related Guarantees, if any. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company (and if applicable, the Notation of Guarantee for such series executed by each Guarantor with respect to such series) to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon a Company Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Company Order. Such order shall specify the amount of the Securities to be authenticated, the 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 terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Company Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity date or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Company or its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by 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 Company Order referred to above and the other documents required by Section 12.04), and (subject to Section 7.01) shall be fully protected in relying upon: (a) an Officers’ Certificate setting forth the Board Resolution and, if applicable, an appropriate record of any action taken pursuant thereto, as contemplated by the last paragraph of Section 2.01; and (b) an Opinion of Counsel substantially to the effect that: (i) the form of such Securities has been established in conformity with the provisions of this Indenture; (ii) the terms of such Securities have been established in conformity with the provisions of this Indenture; and (iii) that when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, such Securities and the related Guarantees, if any, will constitute valid and binding obligations of the Company and the Guarantors, respectively, enforceable against the Company and the Guarantors, respectively, in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer or other similar laws in effect from time to time affecting the rights of creditors generally, and the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). If all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Officers’ Certificate and Opinion of Counsel at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first Security of the series to be issued. The Trustee shall not be required to authenticate such Securities if the issuance of such Securities pursuant to this Indenture would affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner not reasonably acceptable to the Trustee. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Guarantor or any other Affiliate of the Company or any Guarantor. Each Security shall be dated the date of its authentication.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by an Officerany Director or member of its Executive Committee. The Guarantees endorsed thereon shall be executed on behalf of each Guarantor by any authorized officer of each Guarantor. The signature of an Officer any of these officers on the Securities or the Guarantees may be the manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the SecuritiesSecurities and the Guarantees. Securities or Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or the applicable Guarantor shall bind the CompanyCompany or the Guarantor, 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. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Initial Securities of any series, executed by the Company to the applicable Trustee for authentication, together with a Company Order for the authentication and delivery of such SecuritiesInitial Securities directing the Trustee to authenticate the Securities and certifying that all conditions precedent to the issuance of Securities contained herein have been fully complied with, and the applicable Trustee in accordance with such Company Order shall authenticate and deliver such Initial Securities. If not all On Company Order, the Trustee shall authenticate for original issue Exchange Securities; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities and any Additional Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such a like aggregate principal amount together with a Company Order may set forth procedures acceptable to the Trustees for the issuance authentication of such Securities and determining terms certifying that all conditions precedent to the issuance have been complied with (including the effectiveness of particular Securities of such series such as interest rate, Stated Maturity, date of issuance and date from which interest shall accruea registration statement related thereto). In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securitieseach case, the Trustees Trustee shall be entitled to receive, receive an Officers' Certificate and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)) shall be fully protected in relying upon, an Opinion of Counsel stating: (a) of the Company that it may reasonably request in connection with such authentication of Securities. Such order shall specify the form or forms amount of such Securities have been established in conformity with to be authenticated and the provisions date on which the original issue of this Indenture; (b) that the terms of such Securities have been established in conformity with the provisions of this Indenture; (c) that such Initial Securities, when completed by appropriate insertions and executed and delivered by the Company to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their terms; (d) the execution and delivery by the Company of such Additional Securities and any supplemental indenture will not contravene the articles of incorporation or continuance, or such other constating documents then in effect, if any, or the by-laws of the Company, or violate applicable laws; and (e) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuance. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphs, if not all the Exchange Securities of any series are is to be issued at one time, it shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, if such documents are delivered prior to or at the time of issuance of the first Security of such series and with respect to all Securities of such series. The Trustees shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustees' own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trusteesauthenticated. Each Security shall be dated the date of its authentication. No Security shall entitle a Holder 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 in Exhibit A duly executed by the applicable Trustee by manual signature of an authorized officer thereofofficer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding In case the foregoingCompany, if pursuant to Article VIII, shall be consolidated or merged with or into any Security other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article VIII, any of the Securities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Request of the successor Person, shall authenticate and deliver Securities as specified in such request for the purpose of such exchange. If Securities shall at any time be authenticated and delivered hereunder in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but never issued and sold by without expense to them, shall provide for the Company, and exchange of all Securities at the Company shall deliver such Security to the Trustees time Outstanding for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been Securities authenticated and delivered hereunder and shall never entitle a Holder to the benefits of this Indenturein such new name.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by an Officer. The signature of an Officer on the Securities may be the manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities bearing the manual or facsimile signatures 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. 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 applicable Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the applicable Trustee in accordance with such Company Order shall authenticate and deliver such Securities. If not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustees for the issuance of such Securities and determining terms of particular Securities of such series such as interest rate, Stated Maturity, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustees shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)) shall be fully protected in relying upon, an Opinion of Counsel stating: (a) that the form or forms of such Securities have been established in conformity with the provisions of this Indenture; (b) that the terms of such Securities have been established in conformity with the provisions of this Indenture; (c) that such Securities, when completed by appropriate insertions and executed and delivered by the Company to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their terms; (d) the execution and delivery by the Company of such Securities and any supplemental indenture will not contravene the articles of incorporation or continuance, or such other constating documents then in effect, if any, or the by-laws of the Company, or violate applicable laws; and (e) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuance. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver the Officer's ’s Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, if such documents are delivered prior to or at the time of issuance of the first Security of such series and with respect to all Securities of such series. The Trustees shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustees' ’ own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustees. Each Security shall be dated the date of its authentication. No Security shall entitle a Holder 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 duly executed by the applicable Trustee by manual signature of an authorized officer thereof, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and 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 Company, and the Company shall deliver such Security to the Trustees for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder to the benefits of this Indenture.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company Issuers by an OfficerOfficer of each of the Issuers. The signature of an Officer any of these Officers on the Securities may be the manual or facsimile signatures in the form of a .pdf attachment or by other means of electronic transmission showing such signature. Typographical and other minor errors or defects in any such signature shall not affect the present validity or enforceability of any future such authorized officer Security that has been duly authenticated and may be imprinted or otherwise reproduced on delivered by the SecuritiesTrustee. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers Officers of the Company Issuers shall bind the CompanyIssuers, 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. At any time and from time to time after the execution and delivery of this Indenture, the Company Issuers may deliver Securities of any series, executed by the Company Issuers, to the applicable Trustee for authentication, together with a Company the Board Resolution and Officer’s Certificate or supplemental indenture with respect to such Securities referred to in Section 3.1 and an Issuers Order for the authentication and delivery of such Securities, and the applicable Trustee in accordance with such Company the Issuers Order and subject to the provisions hereof shall authenticate and deliver such Securities. If not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustees for the issuance of such Securities and determining terms of particular Securities of such series such as interest rate, Stated Maturity, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustees Trustee shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)Section 6.1) shall be fully protected in relying upon, an Opinion of Counsel stating:, (a) that the form or forms and terms of such Securities have been established in conformity with the provisions of this Indenture; (b) that all conditions precedent set forth in this Indenture to the terms authentication and delivery of such Securities have been established in conformity complied with the provisions of this Indenture; (c) and that such Securities, when completed by appropriate insertions and executed and delivered by the Company to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company Issuers in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the CompanyIssuers, enforceable against the Issuers in accordance with their terms; (d) the execution , subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and delivery by the Company of such Securities and any supplemental indenture will not contravene the articles of incorporation or continuance, or such other constating documents then in effect, if any, or the by-laws of general applicability relating to or affecting the Company, or violate applicable lawsenforcement of creditors’ rights and to general equity principles; and (ec) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect as to such issuance. Notwithstanding other matters as the provisions of Section 3.01 and of the preceding two paragraphsTrustee may reasonably request; provided, however, that if not all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and an Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, if but such documents are Opinion of Counsel, with appropriate modifications, may instead be delivered at or prior to or at the time of the first issuance of the first Security of such series and with respect to all Securities of such series. The Trustees Trustee shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustees' Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which that is not reasonably acceptable to the TrusteesTrustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken. If the Issuers shall establish pursuant to Section 3.1 that Securities of a series may be issued in whole or in part in global form, then the Issuers shall execute and the Trustee shall, in accordance with this Section and the Issuers Order with respect to such series, authenticate and deliver one or more Securities in global form that (i) shall represent and shall be denominated in an authorized aggregate amount equal to the aggregate principal amount of the Outstanding Securities of such series and tenor to be represented by one or more Securities in global form, (ii) shall be registered, in the name of the Depositary for such Security or Securities in global form or the nominee of such Depositary, (iii) shall be delivered to such Depositary or pursuant to such Depositary’s instruction and (iv) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Notes in certificated form, this Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of CEDE & CO. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to CEDE & CO., any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, CEDE & CO., has an interest herein.” Each Depositary designated pursuant to Section 3.1 for a Security in global form must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. Neither the Trustee nor any Agent shall have the responsibility for any actions taken or not taken by the Depositary. Each Security shall be dated the date of its authentication. No Security shall entitle a Holder be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly in Section 2.2 or 6.14 executed by or on behalf of the applicable Trustee by the manual signature of an one of its authorized officer thereofsignatories, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenturehereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the CompanyIssuers, and the Company Issuers shall deliver such Security to the Trustees Trustee for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, 3.9 for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder be entitled to the benefits of this Indenture.

Execution, Authentication, Delivery and Dating. (a) The Securities Notes shall be executed on behalf of the Company by an Officerany Officer and attested by its Secretary or one of its Assistant Secretaries. The signature of an Officer any of these Officers on the Securities Notes may be the manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities facsimile. (b) Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers 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 Notes or did not hold such offices at the date of such Securities. Notes. (c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities Additional Notes of any series, series executed by on behalf of the Company pursuant to clause (a) above to the applicable Trustee for authentication, together with a Company Order for the authentication and delivery of such SecuritiesAdditional Notes, and the applicable Trustee Trustee, in accordance with such Company Order Order, shall authenticate and deliver such SecuritiesAdditional Notes. (d) The Trustee’s certificates of authentication shall be in substantially the following form: This is one of the Notes of the series designated therein referred to in the within-mentioned Indenture. If not all the Securities The Bank of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permitNew York Mellon Trust Company, such Company Order may set forth procedures acceptable to the Trustees for the issuance of such Securities and determining terms of particular Securities of such series such N.A., as interest rate, Stated Maturity, date of issuance and date from which interest shall accrue. Trustee By: Authorized Signatory Dated: (e) In authenticating such SecuritiesAdditional Notes, and accepting the additional responsibilities under this Indenture in relation to such SecuritiesAdditional Notes, the Trustees Trustee shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)Section 8.1) shall be fully protected in relying upon, an Opinion of Counsel stating:, (a1) that the That such form or forms of such Securities have has been established in conformity with the provisions of this Indenture; (b2) that the such terms of such Securities have been established in conformity with the provisions of this Indenture;; and (c3) that such SecuritiesAdditional Notes, when completed by appropriate insertions and executed and delivered by the Company to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and legally binding obligations of the Company, enforceable in accordance with their respective terms; (d) the execution , subject to bankruptcy, insolvency, reorganization and delivery by the Company of such Securities and any supplemental indenture will not contravene the articles of incorporation or continuance, or such other constating documents then in effect, if any, or the by-laws of the Company, or violate applicable laws; and (e) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuance. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior general applicability relating to or at affecting the time enforcement of issuance of each Security, if such documents are delivered prior creditors’ rights and to or at the time of issuance of the first Security of such series and with respect to all Securities of such series. The Trustees shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustees' own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustees. Each Security shall be dated the date of its authentication. No Security shall entitle a Holder 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 duly executed by the applicable Trustee by manual signature of an authorized officer thereof, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and 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 Company, and the Company shall deliver such Security to the Trustees for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder to the benefits of this Indenturegeneral equity principles.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company Issuer by an Officerany director or officer (or equivalent) of the Issuer. The signature of an Officer any of these officers on the Securities may be the manual or facsimile signatures of the present by facsimile, e-mail or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesother electronic means. Securities bearing the manual manual, facsimile or facsimile electronic signatures of individuals who were at any time the proper officers of the Company Issuer shall bind the CompanyIssuer, 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. At any time and from time to time after the execution and delivery of this Indenture, the Company Issuer may deliver Securities of any series, series executed by the Company Issuer to the applicable Trustee for authentication, together with a Company an Issuer Order for the authentication and delivery of such Securities, and the applicable Trustee in accordance with such Company Order shall authenticate and deliver such SecuritiesSecurities in accordance with such Issuer Order. If not all the form or terms of the Securities of any the series are have been established by or pursuant to be issued at one time or more Board Resolutions as permitted by Sections 2.1 and if the Board Resolution or supplemental indenture establishing such series shall so permit3.1, such Company Order may set forth procedures acceptable to the Trustees for the issuance of such Securities and determining terms of particular Securities of such series such as interest rate, Stated Maturity, date of issuance and date from which interest shall accrue. In in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustees Trustee shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)Section 7.1) shall be fully protected in relying uponupon (in addition to the compliance certificate(s) and opinion(s) provided for in Section 1.2), an Opinion of Counsel stating: (a) that if the form or forms of such Securities have has been established by or pursuant to a Board Resolution as permitted by Section 2.1, that such form has been established in conformity with the provisions of this Indenture;; and (b) that the terms of such Securities have been established in conformity with the provisions of this Indenture; (c) that such Securities, when completed by appropriate insertions and executed and delivered by the Company to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and legally binding obligations of the Company, Issuer enforceable in accordance with their terms; (d) the execution , subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and delivery by the Company of such Securities and any supplemental indenture will not contravene the articles of incorporation or continuance, or such other constating documents then in effect, if any, or the by-similar laws of the Company, general applicability relating to or violate applicable laws; and (e) that the Company has the corporate power affecting creditors’ rights and to issue such Securities, and has duly taken all necessary corporate action with respect to such issuancegeneral equity principles. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and Such Opinion of Counsel otherwise may be combined with any Opinion of Counsel required pursuant to be delivered in connection with Section 1.2. If such form or terms have been so established, the preceding two paragraphs prior to or at the time of issuance of each Security, if such documents are delivered prior to or at the time of issuance of the first Security of such series and with respect to all Securities of such series. The Trustees Trustee shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustees' 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 TrusteesTrustee. Notwithstanding the provisions of Section 3.1 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 Officer’s Certificate otherwise required pursuant to Section 3.1 or the Issuer Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authenticationauthentication or, in the case of the original issuance of the Securities of a series, the date of original issuance of such Securities, as the case may be. If any additional Securities of a series (“Additional Securities”) issued after the date of original issuance of Securities of such series (“Original Securities”) are not fungible with such Original Securities for U.S. federal income tax purposes, then such Additional Securities shall be issued with a separate CUSIP or ISIN number so that they are distinguishable from the Original Securities. No Security shall entitle a Holder 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 duly executed by the applicable Trustee by manual signature of an authorized officer thereofsignature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenturehereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the CompanyIssuer, and the Company Issuer shall deliver such Security to the Trustees Trustee for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company3.9, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder be entitled to the benefits of this Indenture.

Execution, Authentication, Delivery and Dating. Upon the execution and delivery of this Agreement, and at any time and from time to time thereafter, the Company may deliver Equity-Linked Securities executed by the Company and the Purchase Contract Agent as attorney-in-fact for the Holders of Purchase Contracts from time to time (in the case of Purchase Contracts), to the Purchase Contract Agent and Trustee (if applicable) for authentication on behalf of the Holders and delivery, together with an Issuer Order for authentication of such Equity-Linked Securities, and the Purchase Contract Agent and Trustee (if applicable) in accordance with such Issuer Order shall authenticate on behalf of the Holders and deliver such Equity-Linked Securities. The Equity-Linked Securities shall be executed on behalf of the Company by an Officerany authorized Officer and, in the case of the Purchase Contracts, shall be executed on behalf of the Holders by any authorized officer of the Purchase Contract Agent as attorney-in-fact for the Holders of Purchase Contracts from time to time. The signature of an any such Officer or officer of the Purchase Contract Agent on the Equity-Linked Securities may be the electronic, manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Equity-Linked Securities bearing the manual manual, facsimile or facsimile signatures electronic signature of individuals an individual who were was at any time the proper officers Officer or, in the case of the Company Purchase Contracts, the proper officer of the Purchase Contract Agent, shall bind the CompanyCompany and the Holders of Purchase Contracts, as the case may be, notwithstanding that such individuals or any of them have individual has ceased to hold such offices prior to the authentication and delivery of such Equity-Linked Securities or did not hold such offices at the date of such Equity-Linked Securities. 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 applicable Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the applicable Trustee in accordance with such Company Order shall authenticate and deliver such Securities. If not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustees for the issuance of such Securities and determining terms of particular Securities of such series such as interest rate, Stated Maturity, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustees shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)) shall be fully protected in relying upon, an Opinion of Counsel stating: (a) that the form or forms of such Securities have been established in conformity with the provisions of this Indenture; (b) that the terms of such Securities have been established in conformity with the provisions of this Indenture; (c) that such Securities, when completed by appropriate insertions and executed and delivered by the Company to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their terms; (d) the execution and delivery by the Company of such Securities and any supplemental indenture will not contravene the articles of incorporation or continuance, or such other constating documents then in effect, if any, or the byEach Equity-laws of the Company, or violate applicable laws; and (e) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuance. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, if such documents are delivered prior to or at the time of issuance of the first Security of such series and with respect to all Securities of such series. The Trustees shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustees' own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustees. Each Linked Security shall be dated the date of its authentication. No Equity-Linked Security shall entitle a Holder be entitled to any benefit under this Indenture Agreement or be valid or obligatory for any purpose unless there appears on such Equity-Linked Security a certificate of authentication substantially in the form provided for herein duly executed by the applicable Trustee by manual signature of an authorized officer thereofof the Purchase Contract Agent and Trustee (if applicable) by manual signature, and such certificate upon any Equity-Linked Security shall be conclusive evidence, and the only evidence, that such Equity-Linked Security has been duly authenticated and delivered hereunder and 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 Company, and the Company shall deliver such Security to the Trustees for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder to the benefits of this Indenturehereunder.

Execution, Authentication, Delivery and Dating. The Securities and the Guarantees shall be executed on behalf of the Company Issuer or Guarantor, as the case may be, by an any Authorized Officer. The signature of an any Authorized Officer on the Securities and the Guarantees may be the manual or facsimile signatures of the present or any future such authorized officer Officer and may be imprinted or otherwise reproduced on the Securities. Securities or Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper officers Authorized Officers of the Company Issuer or Guarantor, as the case may be, shall bind the CompanyIssuer or the Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities and Guarantees or did not hold such offices at the date of such SecuritiesSecurities or Guarantees. At any time and from time to time after the execution and delivery of this Indenture, the Company Issuer and the Guarantor may deliver Securities of any series, including the Guarantees, executed by the Company Issuer and the Guarantor, to the applicable Trustee for authentication, together with a Company Issuer Order or Guarantor Order for the authentication and delivery of such SecuritiesSecurities and Guarantees, and the applicable Trustee in accordance with such Company the Issuer Order shall authenticate and deliver such Securities. If not all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Issuer Order may set forth procedures acceptable to the Trustees Trustee for the issuance of such Securities and determining the terms of particular Securities of such series series, such as interest rate, Stated Maturitymaturity date, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustees Trustee shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections Section 315(a) through 315(d)) shall be fully protected in relying upon, an Opinion of Counsel stating: (a) that the form or forms of such Securities have been established in conformity with the provisions of this Indenture; (b) that the terms of such Securities have been established in conformity with the provisions of this Indenture; (c) that such Securities, when completed by appropriate insertions and executed and delivered by the Company to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their terms; (d) the execution and delivery by the Company of such Securities and any supplemental indenture will not contravene the articles of incorporation or continuance, or such other constating documents then in effect, if any, or the by-laws of the Company, or violate applicable laws; and (e) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuance. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, if such documents are delivered prior to or at the time of issuance of the first Security of such series and with respect to all Securities of such series. The Trustees shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustees' own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustees. Each Security shall be dated the date of its authentication. No Security shall entitle a Holder 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 duly executed by the applicable Trustee by manual signature of an authorized officer thereof, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and 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 Company, and the Company shall deliver such Security to the Trustees for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder to the benefits of this Indenture.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by an Officerits Chairman of the Board, its President, a Vice Chairman or one of its Vice Presidents, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of an Officer any of these officers on the Securities may be the manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities bearing the manual or facsimile signatures 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. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company to the applicable Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, ; and the applicable Trustee in accordance with such Company Order shall authenticate and deliver such SecuritiesSecurities as in this Indenture provided and not otherwise. If not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustees Trustee for the issuance of such Securities and determining the determination of the terms of particular Securities of such series such as interest rate, Stated Maturity, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustees Trustee shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)) shall be fully protected in relying upon, an Opinion of Counsel stating: (a) that the form or forms of such Securities have been established in conformity with the provisions of this Indenture; (b) that the and terms of such Securities have been established in conformity with the provisions of this Indenture;Indenture and (cb) that such Securities, when completed by appropriate insertions and executed and delivered by the Company and delivered to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their terms; (d) the execution and delivery by the Company of such Securities and any supplemental indenture will not contravene the articles of incorporation or continuance, or such other constating documents then in effect, if any, or the by-laws of the Company, or violate applicable laws; and (e) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuance. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphs, if If not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and an Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, if but such documents are opinion with appropriate modifications shall be delivered prior to at or at before the time of issuance of the first Security of such series and with respect to all Securities of such series. The Trustees Trustee shall not be required to authenticate and deliver any such Securities if the issue issuance of such Securities pursuant to this Indenture will affect the Trustees' 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 TrusteesTrustee. Each Security shall be dated the date of its authentication. No Security shall entitle a Holder 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 duly executed by the applicable Trustee by manual signature of an authorized officer thereofsignature, and such certificate upon any Security security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and 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 Company, and the Company shall deliver such Security to the Trustees for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder to the benefits of this Indenturehereunder.

Execution, Authentication, Delivery and Dating. (a) The Securities shall be executed on behalf of the Company by an Officerany Officer and attested by its Secretary or one of its Assistant Secretaries. The signature of an Officer any of these Officers on the Securities may be the manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. facsimile. (b) Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers 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. . (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, series executed by the Company to the applicable Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the applicable Trustee in accordance with such Company Order shall authenticate and deliver such Securities; provided, that, with respect to Securities of a series constituting a medium term note program, the Trustee 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 a Company Order. If not all The maturity dates, original issue dates, interest rates and any other terms of the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permitbe determined by or pursuant to such Company Order and procedures. If provided for in such procedures, such Company Order may set forth procedures acceptable authorize authentication and delivery pursuant to oral instructions from the Trustees for Company or its duly authorized agent, which instructions shall be promptly confirmed in writing. (d) If the issuance of such Securities and determining form or terms of particular the Securities of such the series such have been established in or pursuant to one or more Board Resolutions as interest ratepermitted by Sections 2.1 and 3.1, Stated Maturity, date of issuance and date from which interest shall accrue. In in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustees Trustee shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)Section 6.1) shall be fully protected in relying upon, an Opinion of Counsel stating:, (a1) that if the form or forms of any of such Securities have has been established by or pursuant to Board Resolution as permitted by Section 2.1, that such form has been established in conformity with the provisions of this Indenture; (b2) that if the terms of any of such Securities have been established by or pursuant to Board Resolution as permitted by Section 3.1, that such terms have been established in conformity with the provisions of this Indenture;; and (c3) that such Securities, when completed by appropriate insertions and executed and delivered by the Company to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and legally binding obligations of the Company, enforceable in accordance with their terms; (d) the execution , subject to bankruptcy, insolvency, reorganization and delivery by the Company of such Securities and any supplemental indenture will not contravene the articles of incorporation or continuance, or such other constating documents then in effect, if any, or the by-laws of general applicability relating to or affecting the Company, or violate applicable laws; andenforcement of creditors’ rights and to general equity principles. (e) Notwithstanding that such form or terms have been so established, the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuance. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, if such documents are delivered prior to or at the time of issuance of the first Security of such series and with respect to all Securities of such series. The Trustees Trustee shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will would adversely affect the Trustees' 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 Trustees. Trustee. (f) Notwithstanding the provisions of Section 3.1 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 Officers’ Certificate otherwise required pursuant to Section 3.1 or the Company Order and Opinion of Counsel otherwise required pursuant to the preceding paragraph at or prior to the time of authentication of each Security of such series if such documents have been delivered at or prior to the time of authentication upon original issuance of the first Security of such series to be issued. (g) With respect to Securities of a series constituting a medium term note program, if the form and general terms of the Securities of such series have been established by or pursuant to one or more Board Resolutions or by an indenture supplemental hereto, as permitted by Sections 2.1 and 3.1 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 6.1) shall be fully protected in relying upon, in addition to the foregoing documents and Opinion of Counsel, or in lieu of clause (c) above, an Opinion of Counsel stating that the Securities have been duly authorized by the Company and, when duly executed by the Company and completed and authenticated by the Trustee in accordance with the Indenture and issued, delivered and paid for in accordance with any applicable distribution agreement, will have been duly issued under the Indenture and will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles. (h) Each Security shall be dated the date of its authentication. . (i) No Security shall entitle a Holder 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 duly executed by the applicable Trustee by manual signature of an authorized officer thereofsignature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and 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 Company, and the Company shall deliver such Security to the Trustees Trustee for cancellation as provided in Section 3.10 3.9 together with a written statement (which need not comply with Section 1.03 1.2 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder be entitled to the benefits of this Indenture.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its President or a Vice President of the Company, under its corporate seal affixed thereto or reproduced thereon and attested by its Secretary or an OfficerAssistant Secretary of the Company. The signature of an Officer any of these Officers on the Securities may be the manual or facsimile signatures of the present or any future such authorized officer Officer and may be imprinted or otherwise reproduced on the Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers 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. 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 applicable Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the applicable Trustee in accordance with such Company Order shall authenticate and deliver such Securities. If not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustees for the issuance of such Securities and determining terms of particular Securities of such series such as interest rate, Stated Maturity, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture provided in relation to such Securities, the Trustees shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)) shall be fully protected in relying upon, an Opinion of Counsel stating: (a) that the form or forms of such Securities have been established in conformity with the provisions of this Indenture; (b) that the terms of such Securities have been established in conformity with the provisions of this Indenture; (c) that such Securities, when completed by appropriate insertions and executed and delivered by the Company to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their terms; (d) the execution and delivery by the Company of such Securities and any supplemental indenture will not contravene the articles of incorporation or continuance, or such other constating documents then in effect, if any, or the by-laws of the Company, or violate applicable laws; and (e) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuance. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, if such documents are delivered prior to or at the time of issuance of the first Security of such series and with respect to all Securities of such series. The Trustees shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustees' own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustees. Each Security shall be dated the date of its authentication. No Security shall entitle a Holder 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 in Exhibit A hereto, duly executed by the applicable Trustee by manual signature of an authorized officer thereofsignatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding In case the foregoingCompany, if pursuant to and in compliance with Section 5.01 hereof, shall be consolidated or merged with or into any Security other Person or shall convey, transfer, lease or otherwise dispose of its properties or assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Section 5.01 hereof, any of the Securities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Request of the successor Person, shall authenticate and deliver Securities as specified in such request for the purpose of such exchange. If Securities shall at any time be authenticated and delivered hereunder in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but never issued and sold by without expense to them, shall provide for the Company, and exchange of all Securities at the Company shall deliver such Security to the Trustees time outstanding for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been Securities authenticated and delivered hereunder and shall never entitle a Holder to the benefits of this Indenturein such new name.

Execution, Authentication, Delivery and Dating. The At least one Officer of the Company shall sign the Securities shall be executed on behalf of the Company by an Officer. The signature of and, with respect to any related Guarantees, an Officer of each Guarantor shall sign the Notation of Guarantee on the Securities may be the manual behalf of such Guarantor, in each case by manual, facsimile or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitieselectronic signature. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers If an Officer of the Company shall bind the Company, notwithstanding or a Guarantor whose signature is on a Security no longer holds 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 office at the date time the Security or the Notation of such Securities. At any time and from time to time after Guarantee, as the execution and delivery of this Indenturecase may be, is authenticated, the Company may deliver Securities of any series, executed by the Company to the applicable Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the applicable Trustee in accordance with such Company Order shall authenticate and deliver such Securities. If not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustees for the issuance of such Securities and determining terms of particular Securities of such series such as interest rate, Stated Maturity, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustees Security shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)) shall be fully protected in relying upon, an Opinion of Counsel stating: (a) that the form or forms of such Securities have been established in conformity with the provisions of this Indenture; (b) that the terms of such Securities have been established in conformity with the provisions of this Indenture; (c) that such Securities, when completed by appropriate insertions and executed and delivered by the Company to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their terms; (d) the execution and delivery by the Company of such Securities and any supplemental indenture will not contravene the articles of incorporation or continuance, or such other constating documents then in effect, if any, or the by-laws of the Company, or violate applicable laws; and (e) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuancenevertheless. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it A Security shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, if such documents are delivered prior to or at the time of issuance of the first Security of such series and with respect to all Securities of such series. The Trustees shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustees' own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustees. Each Security shall be dated the date of its authentication. No Security shall entitle a Holder entitled to any benefit under this Indenture or the related Guarantees, if any, 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 duly executed until authenticated by the applicable Trustee by manual signature of an authorized officer thereofsignatory of the Trustee, and such certificate upon any Security which signature shall be conclusive evidence, and evidence that the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of under this Indenture. Notwithstanding the foregoing, if any Security shall have has been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver delivers such Security to the Trustees Trustee for cancellation as provided in Section 3.10 2.13, together with a written statement (which need not comply with Section 1.03 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder be entitled to the benefits of this Indenture or the related Guarantees, if any. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company (and if applicable, the Notation of Guarantee for such series executed by each Guarantor with respect to such series) to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon a Company Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Company Order. Such order shall specify the amount of the Securities to be authenticated, the 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 terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Company Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity date or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Company or its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by 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 Company Order referred to above and the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected in relying upon: (1) an Officers’ Certificate setting forth the Board Resolution and, if applicable, an appropriate record of any action taken pursuant thereto, as contemplated by the last paragraph of Section 2.01; and (2) an Opinion of Counsel substantially to the effect that: (a) the form of such Securities has been established in conformity with the provisions of this Indenture; (b) the terms of such Securities have been established in conformity with the provisions of this Indenture; and (c) that when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, such Securities and the related Guarantees, if any, will constitute valid and binding obligations of the Company and the Guarantors, respectively, enforceable against the Company and the Guarantors, respectively, in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer or other similar laws in effect from time to time affecting the rights of creditors generally, and the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). If all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Officers’ Certificate and Opinion of Counsel at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first Security of the series to be issued. The Trustee shall not be required to authenticate such Securities if the issuance of such Securities pursuant to this Indenture would affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner not reasonably acceptable to the Trustee. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Guarantor or any other Affiliate of the Company or any Guarantor. Each Security shall be dated the date of its authentication.

Execution, Authentication, Delivery and Dating. The Securities shall be executed signed on behalf of the Company by an Officerits Chairman of the Board, its President, one of its Executive Vice Presidents, one of its Group Vice Presidents, or one of its Vice Presidents and its Treasurer or one of its Assistant Treasurers, its Secretary or one of its Assistant Secretaries, under its corporate seal reproduced thereon. The signature of an Officer on Such signatures upon the Securities may be the manual or facsimile signatures of the present or any future such authorized officer officers and may be imprinted or otherwise reproduced on the Securities. Securities bearing the manual or facsimile signatures of individuals who were at any the time they signed such Securities 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. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company to the applicable Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the applicable Trustee in accordance with such the Company Order shall authenticate and deliver such Securities. If not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustees Trustee for the issuance of such Securities and determining terms of particular Securities of such series such as interest rate, Stated Maturitymaturity date, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustees Trustee shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)Section 315) shall be fully protected in relying upon, an Opinion of Counsel stating: (a) that the form or forms and terms of such Securities have been established in conformity with the provisions of this Indenture; (b) that all conditions precedent to the terms authentication and delivery of such Securities have been established in conformity complied with the provisions of this Indenture; (c) and that such Securities, when completed by appropriate insertions and executed and delivered by the Company and delivered to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their terms;, subject to applicable bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights, to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities; and (dc) that all laws and requirements in respect of the execution and delivery by the Company of such Securities and any supplemental indenture will not contravene the articles of incorporation or continuance, or such other constating documents then in effect, if any, or the by-laws of the Company, or violate applicable laws; and (e) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuancehave been complied with. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphs, if If not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and an Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, if but such documents are opinion with appropriate modifications shall be delivered prior to at or at before the time of issuance of the first Security of such series and with respect to all Securities of such series. The Trustees Trustee shall not be required to authenticate and deliver any such Securities if the issue of Trustee, being advised by counsel, determines that such Securities pursuant action (i) may not lawfully be taken or (ii) would expose the Trustee to this Indenture will affect the Trustees' own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trusteespersonal liability. Each Security shall be dated the date of its authentication. No Security shall entitle a Holder 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 duly herein, executed by the applicable Trustee by manual signature of an authorized officer thereofsignature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and 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 Company, and the Company shall deliver such Security to the Trustees for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder to the benefits of this Indenture.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by an its Chief Executive Officer, its President, its Chief Operating Officer, its Chief Financial Officer or any of its Vice Presidents and attested by its Secretary or any of its Assistant Secretaries. The signature of an Officer any of these officers on the Securities may be the manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities bearing the manual or facsimile signatures 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. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company Company, to the applicable Trustee for authentication, together with a Company Order and an Officers’ Certificate and Opinion of Counsel in accordance with Section 102 for the authentication and delivery of such Securities, and the applicable Trustee in accordance with such the Company Order shall authenticate and deliver such Securities. If not all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustees Trustee for the issuance of such Securities and determining the terms of particular Securities of such series series, such as interest rate, Stated Maturitymaturity date, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustees Trustee shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)) shall be fully protected in relying upon, , (i) an Opinion of Counsel stating:, (a) that the form or forms of such Securities have been established in conformity with the provisions of this Indenture; (b) that the terms of such Securities have been established in conformity with the provisions of this Indenture;; and (c) that such Securities, when completed by appropriate insertions and executed and delivered by the Company to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their terms; (d) , subject to applicable bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting the execution enforcement of creditors’ rights, to general equitable principles and delivery by to such other qualifications as such counsel shall conclude do not materially affect the Company rights of Holders of such Securities and any supplemental indenture will not contravene the articles of incorporation or continuance, or such other constating documents then in effect, if any, or the by-laws of the Company, or violate applicable lawsSecurities; and (eii) an Officers’ Certificate stating, to the best of the knowledge of the signers of such certificate, that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action no Event of Default with respect to such issuanceany of the Securities shall have occurred and be continuing. Notwithstanding the provisions of Section 3.01 301 and of the preceding two paragraphsthis Section 303, if not all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver the Officer's an Officers’ Certificate otherwise required pursuant to Section 3.01 301 or the Company Order and Order, Opinion of Counsel or Officers’ Certificate otherwise required pursuant to the preceding two paragraphs prior to or paragraph at the time of issuance of each SecuritySecurity of such series, if but such documents are order, opinion and certificates, with appropriate modifications to cover such future issuances, shall be delivered prior to at or at before the time of issuance of the first Security of such series and with respect to all Securities of such series. The Trustees If such form or terms have been so established, the Trustee shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustees' Trustee’s own rights, duties duties, obligations or immunities under the Securities and this Indenture or otherwise in a manner which that is not reasonably acceptable to the TrusteesTrustee. Notwithstanding the generality of the foregoing, the Trustee will not be required to authenticate Securities denominated in a Foreign Currency if the Trustee reasonably believes that it would be unable to perform its duties with respect to such Securities. Each Registered Security shall be dated the date of its authentication. No Security shall entitle a Holder 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 duly executed by the applicable Trustee or an Authenticating Agent by manual signature of an authorized officer thereofsignatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and 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 Company, and the Company shall deliver such Security to the Trustees Trustee for cancellation as provided in Section 3.10 310 together with a written statement (which need not comply with Section 1.03 102 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder be entitled to the benefits of this Indenture.

Execution, Authentication, Delivery and Dating. The Securities Junior Subordinated Notes shall be executed on behalf of the Company by an Officerits Chairman of the Board, its President or one of its Vice Presidents. The signature of an Officer any of these officers on the Securities Junior Subordinated Notes may be the manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities Junior Subordinated Notes bearing the manual or facsimile signatures of individuals who were at any the time relevant to the authorization thereof 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 Junior Subordinated Notes or did not hold such offices at the date of such SecuritiesJunior Subordinated Notes. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities Junior Subordinated Notes of any series, series executed by the Company to the applicable Trustee for authentication, together with a Company Order for the authentication and delivery of such SecuritiesJunior Subordinated Notes, and the applicable Trustee Trustee, in accordance with such the Company Order Order, shall authenticate and deliver such SecuritiesJunior Subordinated Notes. If not all of the Securities Junior Subordinated Notes of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustees Trustee for the issuance of such Securities Junior Subordinated Notes and determining the terms of particular Securities Junior Subordinated Notes of such series series, such as interest rate, Stated Maturitymaturity date, date of issuance and date from which interest shall accrue. In authenticating such SecuritiesJunior Subordinated Notes hereunder, and accepting the additional responsibilities under this Indenture in relation to such SecuritiesJunior Subordinated Notes, the Trustees Trustee shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating: (a) that the form or forms of such Securities have been established in conformity with the provisions of this Indenture; (b) that the terms of such Securities have been established in conformity with the provisions of this Indenture; (c) that such Securities, when completed by appropriate insertions and executed and delivered by the Company to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their terms; (d) the execution and delivery by the Company of such Securities and any supplemental indenture will not contravene the articles of incorporation or continuance, or such other constating documents then in effect, if any, or the by-laws of the Company, or violate applicable laws; and (e) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuance. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, if such documents are delivered prior to or at the time of issuance of the first Security of such series and with respect to all Securities of such series. The Trustees shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustees' own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustees. Each Security shall be dated the date of its authentication. No Security shall entitle a Holder 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 duly executed by the applicable Trustee by manual signature of an authorized officer thereof, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and 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 Company, and the Company shall deliver such Security to the Trustees for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder to the benefits of this Indenture.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by an one of its Chairman of the Board, its President, its Chief Executive Officer, its Chief Financial Officer or one of its Vice Presidents and attested by its Secretary or one of its Assistant Secretaries. The signature signatures of an Officer any of these officers on the Securities may be the manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities bearing the manual or facsimile signatures 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. At On the Issue Date, the Trustee shall, upon receipt of a Company Order, authenticate and deliver Initial Securities in an aggregate principal amount of $ plus incremental principal amounts of Securities to be issued after the Issue Date pursuant to Section ___of the Plan. In addition, at any time, from time to time, the Trustee shall upon Company Order authenticate and deliver any PIK Securities for an aggregate principal amount specified in such Company Order for such PIK Securities to be issued hereunder. The Initial Securities shall be issued initially (in the form of one or more permanent global securities in definitive, fully registered form (collectively, the “Initial Global Securities”), one of which will bear the Transfer Restriction Legend, representing Securities the beneficial owners of which are Permitted Holders, and at least one of which shall not bear such legend, representing Securities the beneficial owners of which are not Permitted Holders. Additional Securities constituting a PIK Payment with respect to Securities evidenced by a Global Security may be issued by the annotation of an increase in the principal amount of such Global Security or by the issuance of one or more additional Global Securities in definitive, fully registered form (“Additional Global Securities”). Additional Global Securities evidencing a PIK Payment with respect to Transfer Restricted Securities shall constitute Transfer Restricted Securities. Additional Securities constituting interest paid in-kind with respect to Securities evidenced by a Physical Security shall be issued in the form of one or more additional Physical Securities (“Additional Physical Securities”). Additional Physical Securities evidencing interest paid in-kind with respect to Transfer Restricted Securities shall constitute Transfer Restricted Securities. The Initial Global Securities and any Additional Global Securities are collectively referred to herein as “Global Securities.” All Global Securities shall be initially issued in each case without interest coupons and with the Global Security Legend and the OID Legend, shall be deposited on behalf of the purchasers of such Securities represented thereby with the custodian for the Depository and registered in the name of the Depository or a nominee of the Depository, and duly executed by the Company and authenticated by the Trustee as provided in this Indenture. The aggregate principal amount of the Global Securities may from time to time after by increased or decreased by adjustments made on the execution and delivery records of this Indenture, the Company may deliver Securities of any series, executed by the Company to the applicable Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the applicable Trustee in accordance with such Company Order shall authenticate Depository or its nominee or as otherwise hereinafter provided. Global Securities that are Transfer Restricted Securities are referred to herein as “Restricted Global Securities” and deliver such Global Securities that are not Transfer Restricted Securities are referred to herein as “Unrestricted Global Securities. If .” Definitive Securities that are Transfer Restricted Securities are referred to herein as “Restricted Definitive Securities,” and Definitive Securities that are not all the Transfer Restricted Securities of any series are referred to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustees for the issuance of such Securities and determining terms of particular Securities of such series such herein as interest rate, Stated Maturity, date of issuance and date from which interest shall accrue. In authenticating such “Unrestricted Definitive Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustees shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)) shall be fully protected in relying upon, an Opinion of Counsel stating: (a) that the form or forms of such Securities have been established in conformity with the provisions of this Indenture; (b) that the terms of such Securities have been established in conformity with the provisions of this Indenture; (c) that such Securities, when completed by appropriate insertions and executed and delivered by the Company to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their terms; (d) the execution and delivery by the Company of such Securities and any supplemental indenture will not contravene the articles of incorporation or continuance, or such other constating documents then in effect, if any, or the by-laws of the Company, or violate applicable laws; and (e) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuance. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, if such documents are delivered prior to or at the time of issuance of the first Security of such series and with respect to all Securities of such series. The Trustees shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustees' own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustees. .” Each Security shall be dated the date of its authentication. No Security shall entitle a Holder 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 duly executed by the applicable Trustee by manual signature of an one of its duly authorized officer thereofsignatories, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding In case the foregoingCompany or any of its Subsidiaries, if pursuant to Article VIII, shall, in a single transaction or through a series of related transactions, be consolidated or merged with or into any Security other Person or shall sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person, and the successor Person resulting from such consolidation or surviving such merger, or into which the Company shall have been merged, or the successor Person which shall have participated in the sale, assignment, conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article VIII, any of the Securities authenticated or delivered prior to such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Request of the successor Person, shall authenticate and deliver Securities as specified in such request for the purpose of such exchange. If Securities shall at any time be authenticated and delivered hereunder in any new name of a successor Person pursuant to this Section 3.3 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but never issued without expense to them, shall provide for the exchange of all Securities at the time Outstanding for Securities authenticated and sold delivered in such new name. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities on behalf of the Trustee. Unless limited by the Companyterms of such appointment, and an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Security Registrar or Paying Agent to deal with the Company shall deliver and its Affiliates. If an officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates such Security to the Trustees for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder to the benefits of this Indenturevalid nevertheless.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company Corporation by an Officerany officer of the Corporation. The signature of an Officer any officer of the Corporation on the Securities may be the manual or by facsimile signatures of the present or any future such authorized officer electronic signature and may be imprinted or otherwise reproduced on the Securities. Securities bearing the manual or facsimile signatures or electronic signature of individuals any individual who were was at any time the a proper officers officer of the Company Corporation shall bind the CompanyCorporation, notwithstanding that such individuals or any of them have individual has ceased to hold such offices office(s) prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company Corporation may deliver Securities of any series, series executed by the Company Corporation to the applicable U.S. Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the applicable Trustee U.S. Trustee, in accordance with such the Company Order shall authenticate and deliver such Securities, provided, however, that in the case of Securities offered in a Periodic Offering, the U.S. Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures, including the receipt by the U.S. Trustee of oral or electronic instructions from the Corporation or its duly authorized agents, promptly confirmed in writing, acceptable to the U.S. Trustee as may be specified by or pursuant to a Company Order delivered to the U.S. Trustee prior to the time of the first authentication of Securities of such series. If not all the form or terms of the Securities of any the series are have been established by or pursuant to be issued at one time or more Board Resolutions of the Corporation as permitted by Sections 2.1 and if the Board Resolution or supplemental indenture establishing such series shall so permit3.1, such Company Order may set forth procedures acceptable to the Trustees for the issuance of such Securities and determining terms of particular Securities of such series such as interest rate, Stated Maturity, date of issuance and date from which interest shall accrue. In in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustees U.S. Trustee shall be entitled to receive, and (and, subject to Trust Indenture LegislationSection 6.1, including TIA Sections 315(a) through 315(d)) shall be fully protected in relying upon, an Opinion of Counsel of the Corporation stating: (a1) that if the form or forms of such Securities have has been established by or pursuant to one or more Board Resolutions of the Corporation as permitted by Section 2.1, that such form has been established in conformity with the provisions of this Indenture; (b2) that if the terms of such Securities have been been, or in the case of Securities of a series offered in a Periodic Offering, will be, established by or pursuant to Board Resolutions of the Corporation as permitted by Section 3.1, that such terms have been, or in the case of Securities of a series offered in a Periodic Offering, will be, established in conformity with the provisions of this Indenture;, subject, in the case of Securities of a series offered in a Periodic Offering, to any conditions specified in such Opinion of Counsel of the Corporation; and (c3) that such Securities, when completed by appropriate insertions and executed and delivered by the Company to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable U.S. Trustee in accordance with this Indenture and issued by the Company Corporation in the manner and subject to any conditions specified in such Opinion of CounselCounsel of the Corporation, will constitute the legal, valid and legally binding obligations of the Company, Corporation enforceable in accordance with their terms; (d) , subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights, to general equity principles and to such other qualifications as such counsel shall conclude do not materially affect the execution and delivery by the Company rights of Holders of such Securities and any supplemental indenture will not contravene Securities. If such form or terms have been so established, the articles of incorporation or continuance, or such other constating documents then in effect, if any, or the by-laws of the Company, or violate applicable laws; and (e) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuance. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, if such documents are delivered prior to or at the time of issuance of the first Security of such series and with respect to all Securities of such series. The Trustees U.S. Trustee shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustees' U.S. 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 TrusteesU.S. Trustee. Notwithstanding the provisions of Section 3.1 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 Officer’s Certificate otherwise required pursuant to Section 3.1 or the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. With respect to Securities of a series offered in a Periodic Offering, the U.S. Trustee may rely, as to the authorization by the Corporation of any of such Securities, the form and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel of the Corporation and the other documents delivered pursuant to Sections 2.1 and 3.1 and this Section 3.3, as applicable, in connection with the first authentication of Securities of such series. Each Security shall be dated the date of its authenticationauthentication or, in the case of the original issuance of the Securities of a series, the date of original issuance of such Securities. If any additional Securities of a series (“Additional Securities”) issued after the date of original issuance of Securities of such series (“Original Securities”) are not fungible with such Original Securities for U.S. or Canadian federal income tax purposes, then such Additional Securities shall be issued with a separate CUSIP or ISIN number so that they are distinguishable from the Original Securities. No Security shall entitle a Holder 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 duly executed by the applicable U.S. Trustee by manual signature of an authorized officer thereofsignatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and 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 CompanyCorporation, and the Company Corporation shall deliver such Security to the Trustees U.S. Trustee for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) 3.10, stating that such Security has never been issued and sold by the CompanyCorporation, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder be entitled to the benefits of this Indenture.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by an Officertwo Officers. The signature Company's seal shall be reproduced on the Securities. The signatures of an Officer any of these Officers on the Securities may be the manual or facsimile. The coupons, if any, of Bearer Securities shall bear the facsimile signatures signature of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiestwo Officers. Securities and coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers 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. At any time and from time to time after the execution and delivery of this Indenturetime, the Company may deliver Securities Securities, together with any coupons appertaining thereto, of any series, series executed by the Company to the applicable Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the applicable Trustee in accordance with such the Company Order shall authenticate and deliver such Securities; provided, however, that in the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Company or its duly authorized agents, promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Company Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. If not all the form or terms of the Securities of any a series are have been established by or pursuant to be issued at one time or more Board Resolutions as permitted by Sections 2.1 and if the Board Resolution or supplemental indenture establishing such series shall so permit3.1, such Company Order may set forth procedures acceptable to the Trustees for the issuance of in authenticating such Securities and determining terms of particular Securities of such series such as interest rate, Stated Maturity, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustees Trustee shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections section 315(a) through 315(d)(d) of the Trust Indenture Act) shall be fully protected in relying upon, an Opinion of Counsel stating:, (a1) that if the form or forms of such Securities and any coupons have been established by or pursuant to a Board Resolution as permitted by Section 2.1, that such forms have been established in conformity with the provisions of this Indenture; (b2) that if the terms of such Securities and any coupons have been established by or pursuant to a Board Resolution as permitted by Section 3.1, that such terms have been, or in the case of Securities of a series offered in a Periodic Offering, will be, established in conformity with the provisions of this Indenture;, subject in the case of Securities offered in a Periodic Offering, to any conditions specified in such Opinion of Counsel; and (c3) that such SecuritiesSecurities together with any coupons appertaining thereto, when completed by appropriate insertions and executed and delivered by the Company to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and legally binding obligations of the Company, enforceable in accordance with their terms; , subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting the enforcement of creditors' rights and to general equity principles. Notwithstanding that such form or terms have been so established, the Trustee shall have the right to decline to authenticate such Securities if, in the written opinion of counsel to the Trustee (dwhich counsel may be an employee of the Trustee) reasonably acceptable to the execution and delivery by Company, the Company issue of such Securities and any supplemental indenture pursuant to this Indenture will adversely affect the Trustee's own rights, duties or immunities under this Indenture or otherwise in a manner which is not contravene reasonably acceptable to the articles of incorporation or continuance, or such other constating documents then in effect, if any, or the by-laws of the Company, or violate applicable laws; and (e) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuanceTrustee. Notwithstanding the provisions of Section 3.01 3.1 and of the two preceding two paragraphs, if not all of the Securities of any series are not to be issued at one time, it shall not be necessary to deliver the Officer's Officers' Certificate otherwise required pursuant to Section 3.01 3.1 or the Company Order and Opinion of Counsel otherwise required pursuant to the two preceding two paragraphs in connection with the authentication of each Security of such series if such documents, with appropriate modifications to cover such future issuances, are delivered at or prior to or at the time of issuance of each Security, if such documents are delivered prior to or at the time of authentication upon original issuance of the first Security of such series and with to be issued. With respect to all Securities of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Securities, the form and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.1 and 3.1 and this Section, as applicable, in connection with the first authentication of Securities of such series. The Trustees If the Company shall not establish pursuant to Section 3.1 that the Securities of a series are to be required issued in whole or in part in global form, then the Company shall execute and the Trustee shall, in accordance with this Section and the Company Order with respect to such series, authenticate and deliver any such one or more Securities if in global form that (i) shall represent and shall be denominated in an amount equal to the issue aggregate principal amount of the Outstanding Securities of such series to be represented by such Security or Securities in global form, (ii) shall be registered, if a Registered Security, in the name of the Depository for such Security or Securities in global form or the nominee of such Depository, (iii) shall be delivered by the Trustee to such Depository or pursuant to this Indenture will affect such Depository's instruction and (iv) shall bear the Trustees' own rightslegend set forth in Section 2.4. Each Depository designated pursuant to Section 3.1 for a Registered Security in global form must, duties or immunities at the time of its designation and at all times while it serves as Depository, be a clearing agency registered under the Securities Exchange Act of 1934 and this Indenture any other applicable statute or otherwise in a manner which regulation. The Trustee shall have no responsibility to determine if the Depository is not reasonably acceptable to the Trusteesso registered. Each Security Depository shall be dated enter into an agreement with the date Trustee governing the respective duties and rights of its authenticationsuch Depository and the Trustee with regard to Securities issued in global form. 1. No Security or coupon appertaining thereto shall entitle a Holder be entitled to any benefit benefits 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 duly executed until authenticated by the applicable Trustee by manual signature of one of the authorized signatories of the Trustee or an authorized officer thereof, Authenticating Agent and such certificate no coupon shall be valid until the Security to which it appertains has been so authenticated. Such signature upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder under this Indenture and is entitled to the benefits of this Indenture. Except as permitted by Section 3.6 or 3.7, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustees Trustee for cancellation as provided in Section 3.10 3.9 together with a written statement (which need not comply with Section 1.03 1.2 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder not be entitled to the benefits of this Indenture.

Execution, Authentication, Delivery and Dating. The Two Officers of the Company shall sign the Securities shall be executed on behalf of the Company by an Officer. The signature and, with respect to any related Securities Guarantees, Notations of Guarantee as to which are to be endorsed on such Securities, an Officer of each Guarantor shall sign the Notation of Guarantee on the Securities may be the behalf of such Guarantor, in each case by manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiessignature. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers If an Officer of the Company shall bind the Company, notwithstanding or a Guarantor whose signature is on a Security no longer holds 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 office at the date time the Security or the Notation of such Securities. At any time and from time to time after Guarantee, as the execution and delivery of this Indenturecase may be, is authenticated, the Company may deliver Securities Security or Notation of any series, executed by the Company to the applicable Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the applicable Trustee in accordance with such Company Order shall authenticate and deliver such Securities. If not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustees for the issuance of such Securities and determining terms of particular Securities of such series such as interest rate, Stated Maturity, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustees Guarantee shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)) shall be fully protected in relying upon, an Opinion of Counsel stating: (a) that the form or forms of such Securities have been established in conformity with the provisions of this Indenture; (b) that the terms of such Securities have been established in conformity with the provisions of this Indenture; (c) that such Securities, when completed by appropriate insertions and executed and delivered by the Company to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their terms; (d) the execution and delivery by the Company of such Securities and any supplemental indenture will not contravene the articles of incorporation or continuance, or such other constating documents then in effect, if any, or the by-laws of the Company, or violate applicable laws; and (e) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuancenevertheless. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it A Security shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, if such documents are delivered prior to or at the time of issuance of the first Security of such series and with respect to all Securities of such series. The Trustees shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustees' own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustees. Each Security shall be dated the date of its authentication. No Security shall entitle a Holder entitled to any benefit under this Indenture or any related Securities Guarantees 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 duly executed until authenticated by the applicable Trustee by manual signature of an authorized officer thereofsignatory of the Trustee, and such certificate upon any Security which signature shall be conclusive evidence, and evidence that the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of under this Indenture. Notwithstanding the foregoing, if any Security shall have has been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver delivers such Security to the Trustees Trustee for cancellation as provided in Section 3.10 2.11, together with a written statement (which need not comply with Section 1.03 12.5 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder be entitled to the benefits of this Indenture or the related Securities Guarantees. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company (and, if applicable, the Notation of Guarantee for such series executed by each Guarantor with respect to such series) to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon a Company Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Company Order. Such order shall specify the amount of the Securities to be authenticated, the 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 terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Company Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Company or its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.1, 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 Company Order referred to above and the other documents required by Section 12.4), and (subject to Section 7.1) shall be fully protected in relying upon: (a) an Officers’ Certificate of the Company setting forth the Board Resolution and, if applicable, an appropriate record of any action taken pursuant thereto, as contemplated by the last paragraph of Section 2.1; and (b) an Opinion of Counsel to the effect that: (i) the form of such Securities has been established in conformity with the provisions of this Indenture; (ii) the terms of such Securities have been established in conformity with the provisions of this Indenture; and (iii) that such Securities and the related Securities Guarantees, if any, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company and the Guarantors, respectively, enforceable against the Company and the Guarantors, respectively, in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer or other similar laws in effect from time to time affecting the rights of creditors generally, and the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). If all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Officers’ Certificate and Opinion of Counsel at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first Security of the series to be issued. The Trustee shall not be required to authenticate such Securities if the issuance of such Securities pursuant to this Indenture would affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner not reasonably acceptable to the Trustee. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless limited by the terms of such appointment, any such authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Guarantor or an Affiliate of the Company or any Guarantor. Each Security shall be dated the date of its authentication.

Execution, Authentication, Delivery and Dating. The Securities shall be executed signed on behalf of the Company by an Authorized Officer. The signature of an Officer on the Securities Such signatures may be the manual or facsimile signatures of the present or any future such authorized officer Authorized Officers and may be imprinted or otherwise reproduced on the Securities. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, manually executed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company Authorized Officers 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. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company to the applicable Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the applicable . The Trustee in accordance with such Company Order shall thereupon authenticate and deliver such Securities. If not all Securities to or upon the Securities written order of any series are the Company, signed by an Authorized Officer, or pursuant to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustees for Trustee and such recipients, without any further action by the issuance of such Securities and determining terms of particular Securities of such series such as interest rate, Stated Maturity, date of issuance and date from which interest shall accrueCompany. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustees Trustee shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)) shall be fully protected in relying uponupon the documents specified in Section 314 of the Trust Indenture Act, and in addition: (A) the instrument or instruments establishing the form or forms and terms of the Securities of such series, as provided in Sections 2.01 and 3.01; (B) an Opinion of Counsel statingprepared in accordance with Section 1.02, to the following effect, which Opinion of Counsel may contain such assumptions, qualifications and limitations as such counsel shall deem appropriate: (ai) that the form or forms of such Securities have been established in conformity with the provisions of this Indenture; (b) that the and terms of such Securities have been established in conformity with the provisions Section 2.01 and Section 3.01 of this Indenture; (cii) that such Securitiesall conditions precedent set forth in Sections 2.01, when completed by appropriate insertions 3.01 and executed and delivered by the Company 3.03 of this Indenture to the applicable Trustee for authentication in accordance with this Indenture, and delivery of such Securities have been complied with; and (iii) such Securities when authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and legally binding obligations of the CompanyCompany entitled to the benefits provided by this Indenture, and enforceable in accordance with their terms; , subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting creditors’ rights generally and by general principles of equity (d) regardless of whether enforceability is considered in a proceeding in equity or at law). The Trustee shall have the execution right to decline to authenticate and delivery by deliver the Company Securities of such series if the Trustee reasonably determines that such action may not lawfully be taken, would expose the Trustee to personal liability or would add to the obligations and duties of the Trustee hereunder in any material respect. In addition, prior to the authentication upon original issuance of the first Security of a series to be issued which is denominated in a Foreign Currency or currency unit the Trustee shall have the right to decline to authenticate and deliver any Securities of such series if the Trustee determines in its reasonable discretion that it would not be able to properly fulfill its obligations hereunder in respect of such Securities and any supplemental indenture will not contravene or to do so would be unduly burdensome to the articles Trustee. Each Security shall be dated the date of incorporation or continuance, or such other constating documents then in effect, if any, or the by-laws of the Company, or violate applicable laws; and (e) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuanceits authentication. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphsthis Section 3.03, if not all the Securities of any a series are not to be originally issued at one time, it shall not be necessary to deliver the Officer's Certificate Officers’ Certificate(s) otherwise required pursuant to Section 3.01 or the written order of the Company Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs this Section 3.03 at or prior to or at the time of issuance authentication of each Security, Security of such series if such documents are delivered at or prior to or at the time of authentication upon original issuance of the first Security of such series and with respect to all Securities of such series. The Trustees shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustees' own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustees. Each Security shall be dated the date of its authentication. No Security shall entitle a Holder 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 duly executed by the applicable Trustee by manual signature of an authorized officer thereof, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and 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 Company, and the Company shall deliver such Security to the Trustees for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder to the benefits of this Indentureissued.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by an Authorized Officer and attested by a different Authorized Officer. Coupons shall be executed on behalf of the Company by the Chief Financial Officer or Chief Accounting Officer of the Company. The signature of an Officer any of these officers on the Securities or any Coupons appertaining thereto may be the manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities and any Coupons appertaining thereto bearing the manual or facsimile signatures 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 and Coupons or did not hold such offices at the date of original issuance of such SecuritiesSecurities or Coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of Securities, together with any seriesCoupons appertaining thereto, executed by the Company Company, to the applicable Trustee for authenticationauthentication and, together provided that the Board Resolution and Officers’ Certificate or supplemental indenture or indentures with respect to such Securities referred to in Section 3.1 and a Company Order for the authentication and delivery of such SecuritiesSecurities have been delivered to the Trustee, and the applicable Trustee in accordance with such the Company Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities. If not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustees for the issuance of such Securities and determining terms of particular Securities of such series such as interest rate, Stated Maturity, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such SecuritiesSecurities and any Coupons appertaining thereto, the Trustees Trustee shall be entitled to receiveprovided with, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)) of the Trust Indenture Act) shall be fully protected in relying in, and may conclusively rely upon, , (1) an Opinion or Opinions of Counsel statingto the effect that: (a) that the form or forms and terms of such Securities and Coupons, if any, have been established in conformity with the provisions of this Indenture; (b) that all conditions precedent to the terms authentication and delivery of such Securities and Coupons, if any, appertaining thereto, have been established in conformity complied with the provisions of this Indenture; (c) and that such SecuritiesSecurities and Coupons, when completed by appropriate insertions insertions, executed under the Company’s corporate seal and executed and attested by duly authorized officers of the Company, delivered by duly authorized officers of the Company to the applicable Trustee for authentication in accordance with pursuant to this Indenture, and authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms;, except as enforcement thereof may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, arrangement, fraudulent conveyance, fraudulent transfer or other similar laws relating to or affecting creditors’ rights generally, and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and will entitle the Holders thereof to the benefits of this Indenture; such Opinion of Counsel need express no opinion as to the availability of equitable remedies; and (dc) this Indenture has been qualified under the execution Trust Indenture Act; and (2) an Officers’ Certificate stating that all conditions precedent to the execution, authentication and delivery by the Company of such Securities and any supplemental indenture will not contravene the articles of incorporation or continuance, or such other constating documents then in effectCoupons, if any, or appertaining thereto, have been complied with and that, to the by-laws best knowledge of the CompanyPersons executing such certificate, no event which is, or violate applicable laws; and (e) that the Company has the corporate power to issue such Securitiesafter notice or lapse of time would become, and has duly taken all necessary corporate action an Event of Default with respect to such issuance. Notwithstanding the provisions of Section 3.01 and any of the preceding two paragraphs, if not Securities shall have occurred and be continuing. If all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and an Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or and an Officers’ Certificate at the time of issuance of each Security, if but such documents are opinion and certificate, with appropriate modifications, shall be delivered prior to at or at before the time of issuance of the first Security of such series series. After any such first delivery, any separate written request by an Authorized Officer of the Company or any person designated in writing by an Authorized Officer that the Trustee authenticate and with respect to all deliver Securities of such seriesseries for original issue will be deemed to be a certification by the Company that all conditions precedent provided for in this Indenture relating to authentication and delivery of such Securities continue to have been complied with. The Trustees Trustee shall not be required to authenticate and deliver or to cause an Authenticating Agent to authenticate any such Securities Securities, nor will it be liable for its refusal to authenticate or cause an Authenticating Agent to authenticate any Securities, if the issue of such Securities pursuant to this Indenture will affect the Trustees' 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 TrusteesTrustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken. Each Registered Security shall be dated the date of its authentication. Each Bearer Security and any Bearer Security in global form shall be dated as of the date specified in or pursuant to the related Series Authorization. No Security or Coupon appertaining thereto shall entitle a Holder be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly in Section 2.2 or Section 6.11 executed by or on behalf of the applicable Trustee or by the Authenticating Agent by the manual signature of an one of its authorized officer thereof, and such officers. Such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder hereunder. Except as permitted by Section 3.6 or Section 3.7, the Trustee shall not authenticate and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if deliver any Bearer Security shall unless all Coupons appertaining thereto then matured have been authenticated detached and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustees for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder to the benefits of this Indenturecancelled.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company Issuer by an Officerany of two of its directors or by one director and the company secretary of the Issuer. The Guarantee on the Securities shall be endorsed on behalf of the Guarantor by any of two of its directors or by one director and the company secretary of the Guarantor. The signature of an Officer any of these officers on the Securities or the Guarantee may be the manual or facsimile signatures of or, as and to the present or any future such authorized officer and may be imprinted or otherwise reproduced on extent required by the SecuritiesDepositary, manual. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper directors or officers of the Company Issuer shall bind the CompanyIssuer, 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. Guarantees bearing the manual or electronic endorsement of individuals who were at any time the proper directors or officers of the Guarantor shall bind the Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of Securities bearing such endorsement or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Senior Indenture, the Company Issuer may deliver Securities of any series, series as executed by the Company Issuer and properly endorsed by the Guarantor to the applicable Senior Trustee for the Securities of such series for authentication, together with a Company an Issuer Order for the authentication and delivery of such Securities, and the applicable Trustee such Senior Trustee, in accordance with such Company Order Issuer Order, shall authenticate and deliver such Securities. If not any Security shall be represented by a global Security, then, for purposes of this Section and Section 3.04, the notation of a beneficial owner’s interest therein upon original issuance of such Security shall be deemed to be delivery in connection with the original issuance of such beneficial owner’s interest in such global Security. If all the Securities of any one series are not to be issued at one time and if the a Board Resolution or indenture supplemental indenture establishing hereto relating to such series Securities shall so permit, such Company Issuer Order may set forth procedures acceptable to the Trustees Senior Trustee for the issuance of such Securities and determining terms of particular Securities of such series such as Securities, including without limitation, procedures with respect to interest rate, Stated Maturity, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustees shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)) shall be fully protected in relying upon, an Opinion of Counsel stating: (a) that the form or forms of such Securities have been established in conformity with the provisions of this Indenture; (b) that the terms of such Securities have been established in conformity with the provisions of this Indenture; (c) that such Securities, when completed by appropriate insertions and executed and delivered by the Company to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their terms; (d) the execution and delivery by the Company of such Securities and any supplemental indenture will not contravene the articles of incorporation or continuance, or such other constating documents then in effectinterest, if any, shall accrue. Such procedures may authorize authentication and delivery pursuant to electronic instruction from the Issuer or the by-laws of the Company, or violate applicable laws; and (e) that the Company has the corporate power to issue such Securities, and has its duly taken all necessary corporate action with respect to such issuanceauthorized agent. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphsany contrary provision herein, if not all the Securities of any a series are not to be originally issued at one time, it shall not be necessary to deliver the Officer's Board Resolution and/or indenture supplemental hereto, Officers’ Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs Sections 1.02 and 3.01 at or prior to or at the time of issuance authentication of each Security, Security of such series if such documents are delivered at or prior to or at the time of authentication upon original issuance of the first Security of such series and to be issued; provided that it shall be necessary to deliver such documents in connection with respect to all Securities any reopening of such series. The Trustees shall not be required to authenticate and deliver any such Securities if the issue a series of such Securities pursuant to this Indenture will affect the Trustees' own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the TrusteesSecurities. Each Security shall be dated the date of its authentication. No Security shall entitle a Holder be entitled to any benefit under this Senior 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 duly executed by the applicable Trustee by manual signature by the Senior Trustee for such Security or in the name of an authorized officer thereofsuch Senior Trustee by any Authenticating Agent pursuant to Section 3.14, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenturehereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the CompanyIssuer, and the Company Issuer shall deliver such Security to the Trustees Senior Trustee for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company3.09, for all purposes of this Senior Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder be entitled to the benefits of this Senior Indenture. Any global Security shall, unless otherwise provided therein, be delivered to a Depositary designated pursuant to Section 3.01. Each Depositary designated pursuant to Section 3.01 for a global Security must at the time of its designation and at all times while it serves as such Depositary be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. The Senior Trustee shall have the right to decline to authenticate and deliver any Securities if the Senior Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Senior Trustee in good faith shall determine that such action would expose the Senior Trustee to personal liability to existing Holders or would affect the Senior Trustee’s own rights, duties or immunities under the Securities, this Senior Indenture or otherwise in a manner which is not reasonably acceptable to the Senior Trustee acting in good faith.

Execution, Authentication, Delivery and Dating. The Securities shall be executed signed on behalf of the Company by an Authorized Officer. The signature of an Officer on the Securities Such signatures may be the manual or facsimile signatures of the present or any future such authorized officer Authorized Officers and may be imprinted or otherwise reproduced on the Securities. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, executed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company Authorized Officers 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. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company to the applicable Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the applicable . The Trustee in accordance with such Company Order shall thereupon authenticate and deliver such Securities. If not all Securities to or upon the Securities written order of any series are the Company, signed by an Authorized Officer, or pursuant to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustees for Trustee and such recipients, without any further action by the issuance of such Securities and determining terms of particular Securities of such series such as interest rate, Stated Maturity, date of issuance and date from which interest shall accrueCompany. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustees Trustee shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)) shall be fully protected in relying uponupon the documents specified in Section 314 of the Trust Indenture Act, and in addition: (A) the instrument or instruments establishing the form or forms and terms of the Securities of such series, as provided in Sections 2.01 and 3.01; (B) an Opinion of Counsel statingprepared in accordance with Section 1.02, to the following effect, which Opinion of Counsel may contain such assumptions, qualifications and limitations as such counsel shall deem appropriate: (ai) that the form or forms of such Securities have been established in conformity with the provisions of this Indenture; (b) that the and terms of such Securities have been established in conformity with the provisions Section 2.01 and Section 3.01 of this Indenture; (cii) that such Securitiesall conditions precedent set forth in Sections 2.01, when completed by appropriate insertions 3.01 and executed and delivered by the Company 3.03 of this Indenture to the applicable Trustee for authentication in accordance with this Indenture, and delivery of such Securities have been complied with; and (iii) such Securities when authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and legally binding obligations of the CompanyCompany entitled to the benefits provided by this Indenture, and enforceable in accordance with their terms; , subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting creditors’ rights generally and by general principles of equity (d) regardless of whether enforceability is considered in a proceeding in equity or at law). The Trustee shall have the execution right to decline to authenticate and delivery by deliver the Company Securities of such series if the Trustee reasonably determines that such action may not lawfully be taken, would expose the Trustee to personal liability or would add to the obligations and duties of the Trustee hereunder in any material respect. In addition, prior to the authentication upon original issuance of the first Security of a series to be issued which is denominated in a Foreign Currency or currency unit the Trustee shall have the right to decline to authenticate and deliver any Securities of such series if the Trustee determines in its reasonable discretion that it would not be able to properly fulfill its obligations hereunder in respect of such Securities and any supplemental indenture will not contravene or to do so would be unduly burdensome to the articles Trustee. Each Security shall be dated the date of incorporation or continuance, or such other constating documents then in effect, if any, or the by-laws of the Company, or violate applicable laws; and (e) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuanceits authentication. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphsthis Section 3.03, if not all the Securities of any a series are not to be originally issued at one time, it shall not be necessary to deliver the Officer's Certificate Officers’ Certificate(s) otherwise required pursuant to Section 3.01 or the written order of the Company Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs this Section 3.03 at or prior to or at the time of issuance authentication of each Security, Security of such series if such documents are delivered at or prior to or at the time of authentication upon original issuance of the first Security of such series and with respect to all Securities of such series. The Trustees shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustees' own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustees. Each Security shall be dated the date of its authentication. No Security shall entitle a Holder 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 duly executed by the applicable Trustee by manual signature of an authorized officer thereof, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and 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 Company, and the Company shall deliver such Security to the Trustees for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder to the benefits of this Indentureissued.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company Issuer by an Officerone or more Officers. The signature of an Officer any of these Officers on the Securities may be the manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company Officers shall bind the CompanyIssuer, 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. At any time and from time to time after the execution and delivery of this Indenture, the Company Issuer may deliver Securities of any series, series executed by the Company Issuer to the applicable Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the applicable Trustee in accordance with such the Company Order shall authenticate and deliver make available for delivery such Securities. If not all of the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustees for the issuance of such Securities and determining the terms of particular Securities of such series series, such as interest rate, Stated Maturitymaturity date, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustees Trustee shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel stating:, (a) that if the form or forms of such Securities have has been established by or pursuant to a Board Resolution as permitted by Section 2.01, that such form has been established in conformity with the provisions of this Indenture; (b) that if the terms of such Securities have been established by or pursuant to a Board Resolution as permitted by Section 3.01, that such terms have been established in conformity with the provisions of this Indenture;; and (c) that such Securities, when completed by appropriate insertions and executed and delivered by the Company to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company Issuer in the manner and subject to any conditions specified in such Opinion of CounselCounsel and paid for, will constitute the legal, be legally valid and binding obligations of the CompanyIssuer, enforceable against the Issuer in accordance with their terms; (d) , except as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles affecting creditors’ rights generally, and except that such counsel may advise that the execution enforceability of the Securities is subject to the effect of general principles of equity including, without limitation, concepts of materiality, reasonableness, good faith and delivery by fair dealing and the Company possible unavailability of such Securities and any supplemental indenture will not contravene the articles specific performance or injunctive relief, regardless of incorporation whether considered in a proceeding in equity or continuanceat law, or such other constating documents then in effectand, if anyapplicable, or the by-laws of the Company, or violate applicable laws; and (e) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuance. Notwithstanding the provisions of Section 3.01 and of law which may require that a judgment for money damages rendered by a court in the preceding two paragraphsUnited States be expressed in United States dollars. If such forms or terms have been so established, if not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, if such documents are delivered prior to or at the time of issuance of the first Security of such series and with respect to all Securities of such series. The Trustees Trustee shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustees' 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 TrusteesTrustee. 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 Officers’ Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph 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. Each Security shall be dated the date of its authentication. No Security shall entitle a Holder 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 duly executed by the applicable Trustee by manual signature of an authorized officer thereofsignature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and 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 CompanyIssuer, and the Company Issuer shall deliver such Security to the Trustees Trustee for cancellation as provided in Section 3.10 3.09 together with a written statement (which need not comply with Section 1.03 1.02 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the CompanyIssuer, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder be entitled to the benefits of this Indenture. The Issuer shall execute and the Trustee shall, upon receipt of a Company Order for the authentication and delivery of such Global Securities, authenticate and deliver one or more Global Securities with respect to each series of Securities that (i) shall represent an aggregate amount equal to the aggregate principal amount of the initially issued Securities of such series, (ii) shall be registered in the name of the Depositary or the nominee of the Depositary, (iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (iv) shall bear a legend substantially in the form required in Section 2.04. The Depositary must, at all times while it serves as such Depositary, be a clearing agency registered under the Exchange Act, and any other applicable statute or regulation. Neither the Trustee nor any agent thereof shall have any responsibility for any actions taken or not taken by the Depositary.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company Issuer by an OfficerOfficer of the Issuer. The signature of an any Officer on the Securities may be the manual or facsimile signatures in the form of a .pdf attachment or by other means of electronic transmission showing such signature. Typographical and other minor errors or defects in any such signature shall not affect the present validity or enforceability of any future such authorized officer Security that has been duly authenticated and may be imprinted or otherwise reproduced on delivered by the SecuritiesTrustee. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers Officers of the Company Issuer shall bind the CompanyIssuer, 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. At any time and from time to time after the execution and delivery of this Indenture, the Company Issuer may deliver Securities of any series, executed by the Company Issuer, to the applicable Trustee for authentication, together with a Company the Board Resolution and Officer’s Certificate or supplemental indenture with respect to such Securities referred to in Section 3.1 and an Issuer Order for the authentication and delivery of such Securities, and the applicable Trustee in accordance with such Company the Issuer Order and subject to the provisions hereof shall authenticate and deliver such Securities. If not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustees for the issuance of such Securities and determining terms of particular Securities of such series such as interest rate, Stated Maturity, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustees Trustee shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)Section 6.1) shall be fully protected in relying upon, an Opinion of Counsel stating:, (a) that the form or forms of such Securities have been established in conformity with the provisions of this Indenture; (b) that the and terms of such Securities have been established in conformity with the provisions of this Indenture;; and (cb) that all conditions precedent set forth in this Indenture to the authentication and delivery of such Securities have been complied with and that such Securities, when completed by appropriate insertions and executed and delivered by the Company to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the CompanyIssuer, enforceable against the Issuer in accordance with their terms; (d) the execution , subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and delivery by the Company of such Securities and any supplemental indenture will not contravene the articles of incorporation or continuance, or such other constating documents then in effect, if any, or the by-laws of general applicability relating to or affecting the Companyenforcement of creditors’ rights and to general equity principles; provided, or violate applicable laws; and (e) however, that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuance. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphs, if not all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and an Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, if but such documents are Opinion of Counsel, with appropriate modifications, may instead be delivered at or prior to or at the time of the first issuance of the first Security of such series and with respect to all Securities of such series. The Trustees Trustee shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustees' Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which that is not reasonably acceptable to the TrusteesTrustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken. If the Issuer shall establish pursuant to Section 3.1 that Securities of a series may be issued in whole or in part in global form, then the Issuer shall execute and the Trustee shall, in accordance with this Section and the Issuer Order with respect to such series, authenticate and deliver one or more Securities in global form that (i) shall represent and shall be denominated in an authorized aggregate amount equal to the aggregate principal amount of the Outstanding Securities of such series and tenor to be represented by one or more Securities in global form, (ii) shall be registered, in the name of the Depositary for such Security or Securities in global form or the nominee of such Depositary, (iii) shall be delivered to such Depositary or pursuant to such Depositary’s instruction and (iv) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive form, this Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of CEDE & CO. or such other name as may be requested by an authorized representative of The Depository Trust Company and any payment is made to CEDE & CO. or such other entity as may be requested by an authorized representative of The Depository Trust Company, any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful in as much as the registered owner hereof, CEDE & CO., has an interest herein.” Each Depositary designated pursuant to Section 3.1 for a Security in global form must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. Neither the Trustee nor any Agent shall have the responsibility for any actions taken or not taken by the Depositary or the applicable procedures of the Depositary. Each Security shall be dated the date of its authentication. No Security shall entitle a Holder be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly in Section 2.2 or 6.14 executed by or on behalf of the applicable Trustee by the manual signature of an one of its authorized officer thereofsignatories, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenturehereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the CompanyIssuer, and the Company Issuer shall deliver such Security to the Trustees Trustee for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, 3.9 for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder be entitled to the benefits of this Indenture.

Execution, Authentication, Delivery and Dating. The Securities and any Guarantees endorsed thereon shall be executed on behalf of the Company Issuer or such Guarantor, as applicable, by an its respective Officer. The signature of an Officer any of these officers on the Securities and any Guarantees endorsed thereon may be the manual or facsimile signatures in the form of a .pdf attachment or by other means of electronic transmission showing such signature. The seal (if any) of the present Issuer or any future such authorized officer Guarantor, as applicable, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Typographical and other minor errors or defects in any such reproduction of the seal (if any) or any such signature shall not affect the validity or enforceability of any Security that has been duly authenticated and delivered by the Trustee. Securities and any Guarantees endorsed thereon bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company Issuer or such Guarantor, as applicable, shall bind the CompanyIssuer or such Guarantor, as applicable, 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. At any time and from time to time after the execution and delivery of this Indenture, the Company Issuer may deliver Securities of any series, executed by the Company Issuer, together with the Guarantees of the Guarantors endorsed thereon, to the applicable Trustee for authentication, together with the Board Resolution and Officers’ Certificate or supplemental indenture with respect to such Securities referred to in Section 3.1 and a Company Order for the authentication and delivery of such Securities, and the applicable Trustee in accordance with such the Company Order and subject to the provisions hereof shall authenticate and deliver such Securities. If not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustees for the issuance of such Securities and determining terms of particular Securities of such series such as interest rate, Stated Maturity, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustees Trustee shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)Section 6.1) shall be fully protected in relying upon, an Opinion of Counsel stating:, (a) that the form or forms of such Securities have been established in conformity with the provisions of this Indenture; (b) that the and terms of such Securities have been established in conformity with the provisions provision of this Indenture; (cb) that all conditions precedent set forth in this Indenture to the authentication and delivery of such SecuritiesSecurities and any Guarantees endorsed thereon, have been complied with and that this Indenture and such Securities and any Guarantees endorsed thereon, when completed by appropriate insertions and executed and delivered by the Company to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company Issuer and such Guarantors in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and legally binding obligations of the CompanyIssuer and such Guarantors, enforceable against the Issuer and such Guarantors in accordance with their terms; (d) the execution , subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and delivery by the Company of such Securities and any supplemental indenture will not contravene the articles of incorporation or continuance, or such other constating documents then in effect, if any, or the by-laws of general applicability relating to or affecting the Company, or violate applicable lawsenforcement of creditors’ rights and to general equity principles; and (ec) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect as to such issuance. Notwithstanding other matters as the provisions of Section 3.01 and of the preceding two paragraphsTrustee may reasonably request; provided, however, that if not all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and an Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, if but such documents are Opinion of Counsel, with appropriate modifications, may instead be delivered at or prior to or at the time of the first issuance of the first Security of such series and with respect to all Securities of such series. The Trustees Trustee shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustees' Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which that is not reasonably acceptable to the TrusteesTrustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken. If the Issuer shall establish pursuant to Section 3.1 that Securities of a series may be issued in whole or in part in global form, then the Issuer shall execute and the Trustee shall, in accordance with this Section and the Company Order with respect to such series, authenticate and deliver one or more Securities in global form that (i) shall represent and shall be denominated in an authorized aggregate amount equal to the aggregate principal amount of the Outstanding Securities of such series and tenor to be represented by one or more Securities in global form and the principal amount of Securities represented by such global Security shall be increased or reduced and an endorsement shall be made on the schedule with respect to such global Security pursuant to Applicable Procedures, (ii) shall be registered, in the name of the Depositary for such Security or Securities in global form or the nominee of such Depositary, (iii) shall be held by the DTC Custodian and (iv) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Notes in certificated form, this Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Unless this certificate is presented by an authorized representative of The Depository Trust Company to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of CEDE & CO. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to CEDE & CO., any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, CEDE & CO., has an interest herein.” Each Depositary designated pursuant to Section 3.1 for a Security in global form must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. Neither the Trustee nor any Agent shall have the responsibility for any actions taken or not taken by the Depositary. The Company initially appoints the Trustee to act as DTC Custodian with respect to the global Securities. The Trustee and each Agent are hereby authorized to act in accordance with Applicable Procedures with respect to any global Security. Each Security shall be dated the date of its authentication. No Security or any Guarantee endorsed thereon shall entitle a Holder be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly in Section 2.2 or 6.14 executed by or on behalf of the applicable Trustee by the manual signature of an one of its authorized officer thereofsignatories, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security Security, together with the related Guarantees, if any, has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenturehereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the CompanyIssuer, and the Company Issuer shall deliver such Security to the Trustees Trustee for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, 3.9 for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder be entitled to the benefits of this Indenture.

Execution, Authentication, Delivery and Dating. The ---------------------------------------------- Securities shall be executed on behalf of the Company by an Officerits Chairman of the Board, its President or one of its Vice Presidents under its corporate seal reproduced or impressed thereon and attested by its Secretary or one of its Assistant Secretaries. The signature of an Officer any of these officers on the Securities may be the manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities bearing the manual or facsimile signatures 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. 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 applicable Trustee for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to the Trustee ("Procedures") as may be specified from time to time by Company Order. Procedures may authorize authentication and delivery pursuant to oral instructions of the Company or a duly authorized agent, which instructions shall be promptly confirmed in writing. The Trustee shall authenticate and deliver such Securities in accordance with such instructions and as provided in this Indenture. Prior to the delivery of a Security in any such form to the Trustee for authentication, together with the Company shall deliver to the Trustee the following: (a) a Company Order requesting the Trustee's authentication and delivery of all or a portion of the Securities of such series, and if less than all, setting forth procedures for such authentication; (b) the Board Resolution by or pursuant to which such form of Security has been approved, and the Board Resolution, if any, by or pursuant to which the terms of the Securities of such series have been approved, and, if pursuant to a Board Resolution, an Officers' Certificate describing the action taken; (c) an Officers' Certificate dated the date such certificate is delivered to the Trustee, stating that all conditions precedent provided for in this Indenture relating to the authentication and delivery of Securities in such Securities, form and the applicable Trustee in accordance with such Company Order shall authenticate and deliver such Securities. If not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustees for the issuance of such Securities and determining terms of particular Securities of such series such as interest rate, Stated Maturity, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustees shall be entitled to receive, and have been complied with; and (subject to Trust Indenture Legislation, including TIA Sections 315(ad) through 315(d)) shall be fully protected in relying upon, an Opinion of Counsel stating: or Opinions of Counsel substantially to the effect that (ai) that the form or forms of such Securities have has been established duly authorized and approved in conformity with the provisions of this Indenture; ; (bii) that the terms of such Securities have been established duly authorized and determined in conformity with the provisions of this Indenture; , or, if such terms are to be determined pursuant to Procedures, when so determined such terms shall have been duly authorized and determined in conformity with the provisions of this Indenture; and (ciii) that Securities in such Securities, form when completed by appropriate insertions and executed and delivered by the Company to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered made available for delivery by the applicable Trustee in accordance with this Indenture and issued within the authorization as to aggregate principal amount established from time to time by the Company Board of Directors and sold in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and legally binding obligations of the CompanyCompany entitled to the benefits of this Indenture, enforceable subject to bankruptcy, reorganization, insolvency, fraudulent transfer, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles, and except as enforcement thereof may be limited by (A) requirements that a claim with respect to any Securities denominated other than in accordance with their terms; Dollars (or a Foreign Currency or currency unit judgment in respect of such claim) be converted into Dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or (B) governmental authority to limit, delay or prohibit the making of payments in Foreign Currencies or currency units or payments outside the United States, and subject to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities. The Trustee shall be entitled to receive the documents referred to in clauses (b) and (d) above only at or prior to the execution and delivery by first request of the Company of such Securities and any supplemental indenture will not contravene the articles of incorporation or continuance, or such other constating documents then in effect, if any, or the by-laws of the Company, or violate applicable laws; and (e) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuance. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior Trustee to or at the time of issuance of each Security, if such documents are delivered prior to or at the time of issuance of the first Security of such series and with respect to all authenticate Securities of such series. The Trustees shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustees' own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustees. Each Security shall be dated the date of its authentication. No Security shall entitle a Holder be entitled to any benefit under this Indenture Indenture, or be valid or obligatory for any purpose purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the applicable Trustee by the manual signature of an one of its authorized officer thereofofficers, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and 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 Company, and the Company shall deliver such Security to the Trustees made available for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder to the benefits of this Indenturedelivery hereunder.

Execution, Authentication, Delivery and Dating. (a) The Securities shall be executed in the name and on behalf of the Company by an Officer. The signature of an Officer on the Securities may be the manual or facsimile signatures or other electronic signature of any Officer. If the present or any future such authorized officer and may be imprinted or otherwise reproduced Person whose signature is on a Security no longer holds that office at the Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of Security is authenticated and delivered, the Company Security 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. nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series and Parent Guarantee appertaining thereto executed by the Company to the applicable Trustee for authentication, together with a Company Order for the authentication and delivery of such SecuritiesSecurities and, and the applicable Trustee in accordance with such if required pursuant to Section 3.01, a supplemental indenture, Board Resolution or Company Order setting forth the terms of the Securities of a series. The Trustee shall thereupon authenticate and deliver such SecuritiesSecurities without any further action by the Company. If not all The Company Order shall specify the amount of Securities to be authenticated and the date on which the original issue of Securities is to be authenticated. (c) In authenticating the first Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustees for the issuance of such Securities and determining terms of particular Securities of such series such as interest rate, Stated Maturity, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, Securities the Trustees Trustee shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)Section 11.02) shall be fully protected in relying upon, upon an Opinion of Counsel stating: (a) that the form or forms of such Securities have been established in conformity with the provisions of this Indenture; (b) that the terms of such Securities have been established in conformity with the provisions of this Indenture; (c) that such Securities, when completed by appropriate insertions Officers’ Certificate and executed and delivered by the Company to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such an Opinion of Counsel, will constitute the legal, valid and binding obligations of the Company, enforceable each prepared in accordance with their terms;Section 17.01 stating that the conditions precedent, if any, provided for in the Indenture have been complied with. (d) The Trustee shall have the execution and delivery by the Company of such Securities and any supplemental indenture will not contravene the articles of incorporation or continuance, or such other constating documents then in effect, if any, or the by-laws of the Company, or violate applicable laws; and (e) that the Company has the corporate power right to issue such Securities, and has duly taken all necessary corporate action with respect to such issuance. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, if such documents are delivered prior to or at the time of issuance of the first Security of such series and with respect to all Securities of such series. The Trustees shall not be required decline to authenticate and deliver any such the Securities under this Section 3.03 if the issue of such the Securities pursuant to this Indenture will affect the Trustees' Trustee’s own rights, duties duties, benefits, privileges, protection, indemnities or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustees. Trustee. (e) Each Security shall be dated the date of its authentication, except as otherwise provided pursuant to Section 3.01 with respect to the Securities of such series. (f) Notwithstanding the provisions of Section 3.01 and of this Section 3.03, if all of the Securities of any series are not to be originally issued at the same time, then the documents required to be delivered pursuant to this Section 3.03 must be delivered only once prior to the authentication and delivery of the first Security of such series. (g) If the Company shall establish pursuant to Section 3.01 that the Securities of a series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Securities, (ii) shall be registered, in the name of the Depositary for such Global Security or Global Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s applicable procedures and (iv) shall bear a legend substantially to the following effect: “THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.” The aggregate principal amount of each Global Security may from time to time be increased or decreased by adjustments made on the records of the Security Custodian, as provided in this Indenture. (h) Each Depositary designated pursuant to Section 3.01 for a Global Security in registered form must, at the time of its designation and at all times while it serves as such Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. (i) Members of, or participants in, the Depositary (“Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary or by the Security Custodian under such Global Security, and the Depositary shall be treated by the Company, the Trustee, the Paying Agent and the Registrar and any of their agents as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, the Paying Agent or the Registrar or any of their agents from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Members, the operation of customary practices of the Depositary governing the exercise of the rights of an owner of a beneficial interest in any Global Security. The Holder of a Global Security may grant proxies and otherwise authorize any Person, including Members and Persons that may hold interests through Members, to take any action that a Holder is entitled to take under this Indenture or the Securities. (j) No Security shall entitle a Holder 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 one of the form forms provided for herein duly executed by the applicable Trustee or by an Authenticating Agent by manual signature of an authorized officer thereofsignatory of the Trustee or Authenticating Agent, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and 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 Company, and the Company shall deliver such Security to the Trustees for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder to the benefits of this Indenture.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by an Officerits Chairman of the Board, President, any Vice President or its Treasurer under its corporate seal reproduced thereon and attested by its Secretary or one of its Assistant Secretaries. The signature of an Officer any of these officers on the Securities may be executed by Electronic Means or in the form of a manual or facsimile signatures signature. The seal of the present or any future such authorized officer Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Typographical and other minor errors or defects in any such reproduction of the seal or any such signature shall not affect the validity or enforceability of any Security that has been duly authenticated and delivered by the Trustee. The signatures of the authorized signatory of the Trustee may be executed by Electronic Means or in the form of a manual or facsimile signature. Securities bearing the electronic, manual or facsimile signatures 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. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, executed by the Company Company, to the applicable Trustee for authentication, together with the Board Resolution and Officers’ Certificate or supplemental indenture with respect to such Securities referred to in Section 3.1 and a Company Order for the authentication and delivery of such Securities, and the applicable Trustee in accordance with such the Company Order and subject to the provisions hereof shall authenticate and deliver such Securities. If not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustees for the issuance of such Securities and determining terms of particular Securities of such series such as interest rate, Stated Maturity, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustees Trustee shall be entitled to receiveprovided with, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)Section 6.1) shall be fully protected in relying upon, an Opinion of Counsel stating:, (a) that the form or forms of such Securities have been established in conformity with the provisions of this Indenture; (b) that the and terms of such Securities have been established in conformity with the provisions provision of this Indenture; (cb) that all conditions precedent set forth in this Indenture to the authentication and delivery of such Securities have been complied with and that such Securities, when completed by appropriate insertions and executed and delivered by the Company to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms; (d) the execution , subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and delivery by the Company of such Securities and any supplemental indenture will not contravene the articles of incorporation or continuance, or such other constating documents then in effect, if any, or the by-laws of general applicability relating to or affecting the Company, or violate applicable lawsenforcement of creditors’ rights and to general equity principles; and (ec) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect as to such issuance. Notwithstanding other matters as the provisions of Section 3.01 and of the preceding two paragraphsTrustee may reasonably request; provided, however, that if not all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and an Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, if but such documents are Opinion of Counsel, with appropriate modifications, may instead be delivered at or prior to or at the time of the first issuance of the first Security of such series and with respect to all Securities of such series. The Trustees Trustee shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustees' Trustee’s own rights, protections, duties or immunities under the Securities and this Indenture or otherwise in a manner which that is not reasonably acceptable to the TrusteesTrustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken. If the Company shall establish pursuant to Section 3.1 that Securities of a series may be issued in whole or in part in global form, then the Company shall execute and the Trustee shall, in accordance with this Section and the Company Order with respect to such series, authenticate and deliver one or more Securities in global form that (i) shall represent and shall be denominated in an authorized aggregate amount equal to the aggregate principal amount of the Outstanding Securities of such series and tenor to be represented by one or more Securities in global form, (ii) shall be registered, in the name of the Depositary for such Security or Securities in global form or the nominee of such Depositary, (iii) shall be delivered to such Depositary or pursuant to such Depositary’s instruction and (iv) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Notes in certificated form, this Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Unless this certificate is presented by an authorized representative of The Depository Trust Company to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of CEDE & CO. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to CEDE & CO., any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, CEDE & CO., has an interest herein.” Each Depositary designated pursuant to Section 3.1 for a Security in global form 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. Each Security shall be dated the date of its authentication. No Security shall entitle a Holder be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly in Section 2.2 or 6.14 executed by or on behalf of the applicable Trustee by the manual signature of an one of its authorized officer thereofsignatories, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and 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 Company, and the Company shall deliver such Security to the Trustees for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder to the benefits of this Indenturehereunder.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by an Officerits Chairman of the Board, its President or one of its Vice Presidents, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of an Officer any of these officers on the Securities may be the manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities bearing the manual or facsimile signatures 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. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company to the applicable Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the applicable Trustee in accordance with such the Company Order shall authenticate and deliver make available for delivery such Securities. If not all the form or terms of the Securities of any the series are have been established in or pursuant to be issued at one time or more Board Resolutions as permitted by Sections 2.1 and if the Board Resolution or supplemental indenture establishing such series shall so permit3.1, such Company Order may set forth procedures acceptable to the Trustees for the issuance of such Securities and determining terms of particular Securities of such series such as interest rate, Stated Maturity, date of issuance and date from which interest shall accrue. In in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustees Trustee shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)Section 6.1) shall be fully protected in relying upon, an Opinion of Counsel stating:, (a) that if the form or forms of such Securities have has been established by or pursuant to a Board Resolution as permitted by Section 2.1, that such form has been established in conformity with the provisions of this Indenture; (b) that if the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 3.1, that such terms have been established in conformity with the provisions of this Indenture; (c) that such Securities, when completed by appropriate insertions and executed and delivered by the Company to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and legally binding obligations of the Company, Company 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; and (d) that all laws and requirements in respect of the execution and delivery by the Company of such Securities and any supplemental indenture will not contravene have been complied with. If such form or terms have been so established, the articles of incorporation or continuance, or such other constating documents then in effect, if any, or the by-laws of the Company, or violate applicable laws; and (e) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuance. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, if such documents are delivered prior to or at the time of issuance of the first Security of such series and with respect to all Securities of such series. The Trustees Trustee shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustees' 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 TrusteesTrustee. Notwithstanding the provisions of Section 3.1 and of the immediately 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 Officers' Certificate otherwise required pursuant to Section 3.1 or the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall entitle a Holder 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 duly executed by the applicable Trustee by manual signature of an authorized officer thereofsignature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenturehereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustees Trustee for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company3.9, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder be entitled to the benefits of this Indenture.

Execution, Authentication, Delivery and Dating. The Two Officers of the Company shall sign the Securities shall be executed on behalf of the Company by an Officer. The signature and, with respect to any related Securities Guarantees, Notations of Guarantee as to which are to be endorsed on such Securities, an Officer of each Guarantor shall sign the Notation of Guarantee on the Securities may be the behalf of such Guarantor, in each case by manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiessignature. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers If an Officer of the Company shall bind the Company, notwithstanding or a Guarantor whose signature is on a Security no longer holds 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 office at the date time the Security or the Notation of such Securities. At any time and from time to time after Guarantee, as the execution and delivery of this Indenturecase may be, is authenticated, the Company may deliver Securities Security or Notation of any series, executed by the Company to the applicable Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the applicable Trustee in accordance with such Company Order shall authenticate and deliver such Securities. If not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustees for the issuance of such Securities and determining terms of particular Securities of such series such as interest rate, Stated Maturity, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustees Guarantee shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)) shall be fully protected in relying upon, an Opinion of Counsel stating: (a) that the form or forms of such Securities have been established in conformity with the provisions of this Indenture; (b) that the terms of such Securities have been established in conformity with the provisions of this Indenture; (c) that such Securities, when completed by appropriate insertions and executed and delivered by the Company to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their terms; (d) the execution and delivery by the Company of such Securities and any supplemental indenture will not contravene the articles of incorporation or continuance, or such other constating documents then in effect, if any, or the by-laws of the Company, or violate applicable laws; and (e) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuancenevertheless. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it A Security shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, if such documents are delivered prior to or at the time of issuance of the first Security of such series and with respect to all Securities of such series. The Trustees shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustees' own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustees. Each Security shall be dated the date of its authentication. No Security shall entitle a Holder entitled to any benefit under this Indenture or any related Securities Guarantees 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 duly executed until authenticated by the applicable Trustee by manual signature of an authorized officer thereofsignatory of the Trustee, and such certificate upon any Security which signature shall be conclusive evidence, and evidence that the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of under this Indenture. Notwithstanding the foregoing, if any Security shall have has been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver delivers such Security to the Trustees Trustee for cancellation as provided in Section 3.10 2.11, together with a written statement (which need not comply with Section 1.03 12.5 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder be entitled to the benefits of this Indenture or the related Securities Guarantees. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company (and, if applicable, the Notation of Guarantee for such series executed by each Guarantor with respect to such series) to the Trustee for authentication, and upon receipt of a Company Order, the Trustee shall authenticate and deliver such Securities for original issue upon a Company Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Company Order. Such order shall specify the amount of the Securities to be authenticated, the 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 terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Company Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Company or its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.1, 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 Company Order referred to above and the other documents required by Section 12.4), and (subject to Section 7.1) shall be fully protected in relying upon: (a) an Officers’ Certificate of the Company setting forth the Board Resolution and, if applicable, an appropriate record of any action taken pursuant thereto, as contemplated by the last paragraph of Section 2.1; and (b) an Opinion of Counsel to the effect that: (i) the form of such Securities has been established in conformity with the provisions of this Indenture; (ii) the terms of such Securities have been established in conformity with the provisions of this Indenture; (iii) that such Securities and the related Securities Guarantees, if any, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company and the Guarantors, respectively, enforceable against the Company and the Guarantors, respectively, in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer or other similar laws in effect from time to time affecting the rights of creditors generally, and the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (iv) that all conditions precedent in respect to the execution and delivery by the Company of such Securities have been complied with. If all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Officers’ Certificate and Opinion of Counsel at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first Security of the series to be issued. The Trustee shall not be required to authenticate such Securities if the issuance of such Securities pursuant to this Indenture would affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner not reasonably acceptable to the Trustee. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless limited by the terms of such appointment, any such authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an agent to deal with the Company, any Guarantor or an Affiliate of the Company or any Guarantor. Each Security shall be dated the date of its authentication.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by an Officerany two of its Directors or its attorneys in fact in accordance with its bylaws. The Guaranty on the Securities shall be endorsed on behalf of the Guarantor by any two of its officers or its attorneys in fact in accordance with its bylaws. The signature of an Officer any of these Directors or officers or attorneys in fact on the Securities or the Guaranty may be the manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers or attorneys in fact 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. Guaranties bearing the manual or facsimile endorsement of individuals who were at any time the proper officers or attorneys in fact of the Guarantor shall bind the Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of Securities bearing such endorsement or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company and properly endorsed by the Guarantor to the applicable Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the applicable Trustee in accordance with such Company Order shall authenticate and deliver such Securities. If not all the form or terms of the Securities of any the series are have been established by or pursuant to be issued at one time or more Board Resolutions as permitted by Sections 2.1 and if the Board Resolution or supplemental indenture establishing such series shall so permit3.1, such Company Order may set forth procedures acceptable to the Trustees for the issuance of such Securities and determining terms of particular Securities of such series such as interest rate, Stated Maturity, date of issuance and date from which interest shall accrue. In in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustees Trustee shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)Section 6.1) shall be fully protected in relying upon, an Opinion of Counsel stating:, (a) that 3.3.1 if the form or forms of such Securities has been established by or pursuant to Board Resolution as permitted by Section 2.1, that such form has been established in conformity with the provisions of this Indenture; 3.3.2 if the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 3.1, that such terms have been established in conformity with the provisions of this Indenture; (b) that the terms of such Securities have been established in conformity with the provisions of this Indenture; (c) 3.3.3 that such Securities, when completed by appropriate insertions and executed and delivered by the Company to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and legally binding obligations of the Company, Company 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; and (d) 3.3.4 that the execution Guaranty, when the Securities upon which it shall have been endorsed shall have been authenticated and delivery delivered by the Company Trustee and when properly endorsed by the Guarantor in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Guarantor 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 the general equity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if, in the opinion of counsel to the Trustee, the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and any supplemental indenture will not contravene the articles of incorporation or continuance, or such other constating documents then in effect, if any, or the by-laws of the Company, or violate applicable laws; and (e) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuancethis Indenture. Notwithstanding the provisions of Section 3.01 3.1 and of the preceding two paragraphsparagraph, if not all the Securities of any a series are not to be originally issued at one time, it shall not be necessary to deliver the Officer's Officers’ Certificate otherwise required pursuant to Section 3.01 3.1 or the Company Order and Opinion of Counsel otherwise required pursuant to the such preceding two paragraphs paragraph at or prior to or at the time of issuance authentication of each Security, Security of such series if such documents are delivered at or prior to or at the time of authentication upon original issuance of the first Security of such series to be issued and in that case the Trustee may rely, as to the authorization by the Company and the Guarantor of any of such Securities and the Guaranty, the form and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.1 and 3.1 and this Section, as applicable, in connection with respect to all the first authentication of Securities of such series. The Trustees shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustees' own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustees. Each Security shall be dated the date of its authentication. No Security shall entitle a Holder 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 duly executed by the applicable Trustee by manual signature of an authorized officer thereofofficer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenturehereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustees Trustee for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company3.8, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder be entitled to the benefits of this Indenture.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by an Officerits Chairman of the Board, its President, its Chief Operating Officer or one of its Executive Vice Presidents and attested by its Secretary or one of its Assistant Secretaries. The signature of an Officer any of these officers on the Securities may be the manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities bearing the manual or facsimile signatures 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. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, executed by the Company Company, to the applicable Trustee for authentication, together and, provided that the Board Resolution or Resolutions and Officer’s Certificate or supplemental indenture or indentures with respect to such Securities referred to in Section 3.01 and a Company Order for the authentication and delivery of such Securities, and has been delivered to the applicable Trustee, the Trustee in accordance with such the Company Order and subject to the provisions hereof of such Securities shall authenticate and deliver such Securities. If not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustees for the issuance of such Securities and determining terms of particular Securities of such series such as interest rate, Stated Maturity, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustees shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)) shall be fully protected in relying upon, an Opinion of Counsel stating: (a) that the form or forms of such Securities have been established in conformity with the provisions of this Indenture; (b) that the terms of such Securities have been established in conformity with the provisions of this Indenture; (c) that such Securities, when completed by appropriate insertions and executed and delivered by the Company to the applicable The Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their terms; (d) the execution and delivery by the Company of such Securities and any supplemental indenture will not contravene the articles of incorporation or continuance, or such other constating documents then in effect, if any, or the by-laws of the Company, or violate applicable laws; and (e) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuance. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, if such documents are delivered prior to or at the time of issuance of the first Security of such series and with respect to all Securities of such series. The Trustees shall not be required to authenticate and deliver or to cause an Authenticating Agent to authenticate any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustees' Trustee’s own rights, duties duties, liabilities or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the TrusteesTrustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders. Each Security shall be dated the date of its authentication. No Security shall entitle a Holder be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly in Section 2.02 or 6.12 executed by or on behalf of the applicable Trustee by the manual signature of an one of its authorized officer thereofofficers, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and 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 Company, and the Company shall deliver such Security to the Trustees for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder to the benefits of this Indenturehereunder.

Execution, Authentication, Delivery and Dating. The Two Officers of the Company shall sign the Securities shall be executed on behalf of the Company by an Officer. The signature of an Officer on the Securities may be the manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiessignature. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers If an Officer of the Company shall bind the Company, notwithstanding whose signature is on a Security no longer holds 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 office at the date of such Securities. At any time and from time to time after the execution and delivery of this IndentureSecurity is authenticated, the Company may deliver Securities of any series, executed by the Company to the applicable Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the applicable Trustee in accordance with such Company Order shall authenticate and deliver such Securities. If not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustees for the issuance of such Securities and determining terms of particular Securities of such series such as interest rate, Stated Maturity, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustees Security shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)) shall be fully protected in relying upon, an Opinion of Counsel stating: (a) that the form or forms of such Securities have been established in conformity with the provisions of this Indenture; (b) that the terms of such Securities have been established in conformity with the provisions of this Indenture; (c) that such Securities, when completed by appropriate insertions and executed and delivered by the Company to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their terms; (d) the execution and delivery by the Company of such Securities and any supplemental indenture will not contravene the articles of incorporation or continuance, or such other constating documents then in effect, if any, or the by-laws of the Company, or violate applicable laws; and (e) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuancenevertheless. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it A Security shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, if such documents are delivered prior to or at the time of issuance of the first Security of such series and with respect to all Securities of such series. The Trustees shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustees' own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustees. Each Security shall be dated the date of its authentication. No Security shall entitle a Holder 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 duly executed until authenticated by the applicable Trustee by manual signature of an authorized officer thereofsignatory of the Trustee, and such certificate upon any Security which signature shall be conclusive evidence, and evidence that the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of under this Indenture. Notwithstanding the foregoing, if any Security shall have has been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver delivers such Security to the Trustees Trustee for cancellation as provided in Section 3.10 2.13, together with a written statement (which need not comply with Section 1.03 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder be entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon a Company Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Company Order. Such order shall specify the amount of the Securities to be authenticated, the 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 terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Company Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Company or its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by 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 Company Order referred to above and the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected in relying upon: (a) an Officers’ Certificate setting forth the Board Resolution and, if applicable, an appropriate record of any action taken pursuant thereto, as contemplated by the last paragraph of Section 2.01; and (b) an Opinion of Counsel to the effect that: (i) the form of such Securities has been established in conformity with the provisions of this Indenture; (ii) the terms of such Securities 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 Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer or other similar laws in effect from time to time affecting the rights of creditors generally, and the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). If all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Officers’ Certificate and Opinion of Counsel at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first Security of the series to be issued. The Trustee shall not be required to authenticate such Securities if the issuance of such Securities pursuant to this Indenture would affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner not reasonably acceptable to the Trustee. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company. Each Security shall be dated the date of its authentication.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company Issuer by an Officerany director or officer of the Issuer. The signature of an Officer any of these officers on the Securities may be the manual or facsimile signatures of the present by facsimile, e-mail or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesother electronic means. Securities bearing the manual manual, facsimile or facsimile electronic signatures of individuals who were at any time the proper officers of the Company Issuer shall bind the CompanyIssuer, 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. At any time and from time to time after the execution and delivery of this Indenture, the Company Issuer may deliver Securities of any series, series executed by the Company Issuer to the applicable Trustee Trustees for authentication, together with a Company an Issuer Order for the authentication and delivery of such Securities, and the applicable Trustee Trustees in accordance with such Company the Issuer Order shall authenticate and deliver such Securities. If not all the form or terms of the Securities of any the series are have been established by or pursuant to be issued at one time or more Board Resolutions as permitted by Sections 2.1 and if the Board Resolution or supplemental indenture establishing such series shall so permit3.1, such Company Order may set forth procedures acceptable to the Trustees for the issuance of such Securities and determining terms of particular Securities of such series such as interest rate, Stated Maturity, date of issuance and date from which interest shall accrue. In in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustees shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)Section 7.1) shall be fully protected in relying uponupon (in addition to the compliance certificate(s) and opinion(s) provided for in Section 1.2), an Opinion of Counsel stating: (a) that if the form or forms of such Securities have has been established by or pursuant to Board Resolution as permitted by Section 2.1, that such form has been established in conformity with the provisions of this Indenture; (b) that if the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 3.1, that such terms have been established in conformity with the provisions of this Indenture;; and (c) that such Securities, when completed by appropriate insertions and executed and delivered by the Company to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee in accordance with this Indenture Trustees and issued by the Company Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and legally binding obligations of the Company, Issuer enforceable in accordance with their terms; (d) the execution , subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and delivery by the Company of such Securities and any supplemental indenture will not contravene the articles of incorporation or continuance, or such other constating documents then in effect, if any, or the by-similar laws of the Company, general applicability relating to or violate applicable laws; and (e) that the Company has the corporate power affecting creditors’ rights and to issue such Securities, and has duly taken all necessary corporate action with respect to such issuancegeneral equity principles. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and Such Opinion of Counsel otherwise may be combined with any Opinion of Counsel required pursuant to be delivered in connection with Section 1.2. If such form or terms have been so established, the preceding two paragraphs prior to or at the time of issuance of each Security, if such documents are delivered prior to or at the time of issuance of the first Security of such series and with respect to all Securities of such series. The Trustees shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustees' ’ own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustees. Notwithstanding the provisions of Section 3.1 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 Officer’s Certificate otherwise required pursuant to Section 3.1 or the Issuer Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authenticationauthentication or, in the case of the original issuance of the Securities of a series, the date of original issuance of such Securities, as the case may be. If any additional Securities of a series (“Additional Securities”) issued after the date of original issuance of Securities of such series (“Original Securities”) are not fungible with such Original Securities for U.S. federal income tax purposes, then such Additional Securities shall be issued with a separate CUSIP or ISIN number so that they are distinguishable from the Original Securities. No Security shall entitle a Holder 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 duly executed by the applicable Trustee Trustees by manual signature of an authorized officer thereofsignature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenturehereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the CompanyIssuer, and the Company Issuer shall deliver such Security to the Trustees for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company3.9, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder be entitled to the benefits of this Indenture.

Execution, Authentication, Delivery and Dating. The Securities Senior Secured Notes shall be executed on behalf of the Company Issuer by an OfficerAuthorized Representative of the Issuer. The signature of an Officer any of these officers on the Securities Senior Secured Notes may be the manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities Senior Secured Notes bearing the manual or facsimile signatures signature of individuals who were at any the time of execution the proper officers Authorized Representative of the Company Issuer shall bind the CompanyIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities Senior Secured Notes or did not hold such offices at the date of such SecuritiesSenior Secured Notes. At any time and from time to time after the execution and delivery of this Indenture, the Company Issuer may deliver Securities Senior Secured Notes (with Guarantees endorsed thereon), if applicable, of any series, series executed by the Company Issuer to the applicable Trustee for authentication, together with a Company Authentication Order for the authentication and delivery of such SecuritiesSenior Secured Notes, and the applicable Trustee in accordance with such Company the Authentication Order shall authenticate and deliver such SecuritiesSenior Secured Notes. The Trustee shall authenticate and deliver: (i) on the Closing Date, an aggregate principal amount of $190,000,000 8 1/4% Senior Secured Notes Due 2020, (ii) Additional Notes for an original issue in an aggregate principal amount specified in an Authentication Order pursuant to this Section 2.05 and (iii) Exchange Notes for issue only in an Exchange Offer pursuant to a Registration Rights Agreement, for a like principal amount of Initial Notes or Additional Notes, in each case upon an Authentication Order of the Issuer signed by an Authorized Officer of the Issuer. Such order will specify the amount of the Senior Secured Notes to be authenticated and the date on which the original issue of the Senior Secured Notes is to be authenticated. If not all the Securities of any series are to be issued at one time and if the Board Resolution form or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustees for the issuance of such Securities and determining terms of particular Securities the Senior Secured Notes have been established by or pursuant to an Officer's Certificate of such series such the Issuer or a Supplemental Indenture as interest rate, Stated Maturity, date of issuance and date from which interest shall accrue. In permitted by Section 2.01 in authenticating such SecuritiesSenior Secured Notes, and accepting the any additional responsibilities under this Indenture in relation to such SecuritiesSenior Secured Notes, the Trustees Trustee shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)) shall be fully protected in relying upon, an Opinion of Counsel stating:, (a) that the such form or forms of such Securities have has been established in conformity with the provisions of this Indenture; (b) that the such terms of such Securities have been established in conformity with the provisions of this Indenture;; and (c) that such SecuritiesSenior Secured Notes, when completed by appropriate insertions and executed and delivered by the Company to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and legally binding obligations of the CompanyIssuer, enforceable against the Issuer in accordance with their terms; terms (d) the execution and delivery by the Company of such Securities and any supplemental indenture will not contravene the articles of incorporation subject to customary qualifications or continuance, or such other constating documents then in effect, if any, or the by-laws of the Company, or violate applicable laws; and (e) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuance. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, if such documents are delivered prior to or at the time of issuance of the first Security of such series and with respect to all Securities of such seriesexceptions). The Trustees Trustee shall not be required to authenticate and deliver any such Securities Senior Secured Notes if the issue of such Securities Senior Secured Notes pursuant to this Indenture will affect the Trustees' Trustee's own rights, duties or immunities under the Securities Senior Secured Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the TrusteesTrustee. Each Security Except as otherwise provided in the Series Supplemental Indenture relating to the Senior Secured Notes of a series, each Senior Secured Note of such series shall be dated the date of its authentication. No Security Senior Secured Note shall entitle a Holder be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security Senior Secured Note a certificate of authentication substantially in the form provided for herein duly executed by the applicable Trustee by manual signature of an authorized officer thereofAuthorized Officer, and such certificate upon any Security Senior Secured Note shall be conclusive evidence, and the only evidence, that such Security Senior Secured Note has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenturehereunder. Notwithstanding the foregoing, if any Security Senior Secured Note shall have been authenticated and delivered hereunder but never issued and sold by the CompanyIssuer, and the Company Issuer shall deliver such Security Senior Secured Note to the Trustees Trustee for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company2.11, for all purposes of this Indenture such Security Senior Secured Note shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder be entitled to the benefits of this Indenture.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by an Officer. The signature of an Officer on the Securities may be the manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities bearing the manual or facsimile signatures 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. 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 applicable Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the applicable Trustee in accordance with such Company Order shall authenticate and deliver such Securities. If not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustees for the issuance of such Securities and determining terms of particular Securities of such series such as interest rate, Stated Maturity, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustees shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)) shall be fully protected in relying upon, an Opinion of Counsel stating: (a) a. that the form or forms of such Securities have been established in conformity with the provisions of this Indenture; (b) b. that the terms of such Securities have been established in conformity with the provisions of this Indenture; (c) c. that such Securities, when completed by appropriate insertions and executed and delivered by the Company to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their terms; (d) d. the execution and delivery by the Company of such Securities and any supplemental indenture will not contravene the articles of incorporation or continuance, or such other constating documents then in effect, if any, or the by-laws of the Company, or violate applicable laws; and (e) e. that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuance. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, if such documents are delivered prior to or at the time of issuance of the first Security of such series and with respect to all Securities of such series. The Trustees shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustees' own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustees. Each Security shall be dated the date of its authentication. No Security shall entitle a Holder 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 duly executed by the applicable Trustee by manual signature of an authorized officer thereof, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and 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 Company, and the Company shall deliver such Security to the Trustees for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder to the benefits of this Indenture.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by an Officerthe Chairman, President or Chief Executive Officer and attested to by the Secretary of the Company. The signature signatures of an Officer such Officers on the Securities may be the manual or facsimile signatures of the present or any future such authorized officer Officers and may be imprinted or otherwise reproduced on the Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers 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. At any time and from time to time after the execution and delivery of this Indenturetime, the Company may deliver Securities of any series, series executed by the Company to the applicable Trustee for authentication, together with a Company Order for the authentication and make available for delivery of such Securities, and the applicable Trustee Trustee, in accordance with such the Company Order Order, shall authenticate and deliver such Securities; provided, however, that in the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Company or its duly authorized agents, promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Company Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. If not all the form or terms of the Securities of any a series are have been established by or pursuant to be issued at one time or more Officers' Certificates as permitted by Sections 2.1 and if the Board Resolution or supplemental indenture establishing such series shall so permit3.1, such Company Order may set forth procedures acceptable to the Trustees for the issuance of in authenticating such Securities and determining terms of particular Securities of such series such as interest rate, Stated Maturity, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustees Trustee shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections Section 315(a) through 315(d)(d) of the Trust Indenture Act) shall be fully protected in relying upon, an Opinion of Counsel stating:stating that, (a) that the form or forms of such Securities have been established in conformity with the provisions of this Indenture; (b) that the and terms of such Securities have been established in conformity with the provisions of this Indenture;, and (cb) that such Securities, when completed by appropriate insertions and executed and delivered by the Company to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and legally binding obligations of the Company, enforceable in accordance with their terms; (d) the execution and delivery by the Company of such Securities and any supplemental indenture will not contravene the articles of incorporation or continuance, or such other constating documents then in effectsubject to customary exceptions; provided, if anyhowever, or the by-laws of the Companythat, or violate applicable laws; and (e) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuance. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphs, if not all the Securities of any a series are subject to a Periodic Offering, the Trustee shall be issued at one time, it shall not be necessary entitled to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and receive such Opinion of Counsel otherwise required pursuant to the preceding two paragraphs only once at or prior to or at the time of issuance of each Security, if such documents are delivered prior to or at the time of issuance of the first Security authentication of Securities of such series and with respect to all Securities of such series. The Trustees shall not be required to authenticate and deliver any such Securities if that the issue of such Securities pursuant to this Indenture will affect the Trustees' own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustees. Each Security shall be dated the date of its authentication. No Security shall entitle a Holder 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 duly executed by the applicable Trustee by manual signature of an authorized officer thereof, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and 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 Company, and the Company shall deliver such Security to the Trustees for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder to the benefits of this Indenture.Counsel above may state:

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company Partnership by an the Chief Executive Officer, Chief Financial Officer, President or any Vice President of the General Partner and need not be attested. The signature of an Officer any of these officers on the Securities may be the manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company General Partner shall bind the CompanyPartnership, 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. At any time and from time to time after the execution and delivery of this Indenture, the Company Partnership may deliver Securities of any series, series executed by the Company Partnership to the applicable Trustee for authentication, together with a Company Partnership Order for the authentication and delivery of such Securities, and the applicable Trustee in accordance with such Company the Partnership Order shall authenticate and deliver such Securities; provided, however, that in the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Partnership or its duly authorized agents, thereafter promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Partnership Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. If not all the form or terms of the Securities of any the series are have been established in or pursuant to be issued at one time or more Board Resolutions as permitted by Sections 201 and if the Board Resolution or supplemental indenture establishing such series shall so permit301, such Company Order may set forth procedures acceptable to the Trustees for the issuance of such Securities and determining terms of particular Securities of such series such as interest rate, Stated Maturity, date of issuance and date from which interest shall accrue. In in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustees Trustee shall be entitled to receive such documents as it may reasonably request. The Trustee shall also be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating: (a) that the form or forms of such Securities have been established in conformity with the provisions of this Indenture; (b) that the terms of such Securities have been established in conformity with the provisions of this Indenture; (c) that such Securities, when completed by appropriate insertions and executed and delivered by the Company to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their terms; (d) the execution and delivery by the Company of such Securities and any supplemental indenture will not contravene the articles of incorporation or continuance, or such other constating documents then in effect, if any, or the by-laws of the Company, or violate applicable laws; and (e) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuance. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, if such documents are delivered prior to or at the time of issuance of the first Security of such series and with respect to all Securities of such series. The Trustees shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustees' own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustees. Each Security shall be dated the date of its authentication. No Security shall entitle a Holder 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 duly executed by the applicable Trustee by manual signature of an authorized officer thereof, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and 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 Company, and the Company shall deliver such Security to the Trustees for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder to the benefits of this Indenture.,

Execution, Authentication, Delivery and Dating. Upon the execution and delivery of this Agreement, and at any time and from time to time thereafter, the Company may deliver Equity-Linked Securities executed by the Company and the Purchase Contract Agent as attorney-in-fact for the Holders of Purchase Contracts from time to time (in the case of Purchase Contracts), to the Purchase Contract Agent and U.S. Trustee (if applicable) for authentication on behalf of the Holders and delivery, together with an Issuer Order for authentication of such Equity-Linked Securities, and the Purchase Contract Agent and U.S. Trustee (if applicable) in accordance with such Issuer Order shall authenticate on behalf of the Holders and deliver such Equity-Linked Securities. The Equity-Linked Securities shall be executed on behalf of the Company by an Officerany authorized Officer and, in the case of the Purchase Contracts, shall be executed on behalf of the Holders by any authorized officer of the Purchase Contract Agent as attorney-in-fact for the Holders of Purchase Contracts from time to time. The signature of an any such Officer or officer of the Purchase Contract Agent on the Equity-Linked Securities may be the manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Equity-Linked Securities bearing the manual or facsimile signatures signature of individuals an individual who were was at any time the proper officers Officer or, in the case of the Company Purchase Contracts, the proper officer of the Purchase Contract Agent, shall bind the CompanyCompany and the Holders of Purchase Contracts, as the case may be, notwithstanding that such individuals or any of them have individual has ceased to hold such offices prior to the authentication and delivery of such Equity-Linked Securities or did not hold such offices at the date of such Equity-Linked Securities. 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 applicable Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the applicable Trustee in accordance with such Company Order shall authenticate and deliver such Securities. If not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustees for the issuance of such Securities and determining terms of particular Securities of such series such as interest rate, Stated Maturity, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustees shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)) shall be fully protected in relying upon, an Opinion of Counsel stating: (a) that the form or forms of such Securities have been established in conformity with the provisions of this Indenture; (b) that the terms of such Securities have been established in conformity with the provisions of this Indenture; (c) that such Securities, when completed by appropriate insertions and executed and delivered by the Company to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their terms; (d) the execution and delivery by the Company of such Securities and any supplemental indenture will not contravene the articles of incorporation or continuance, or such other constating documents then in effect, if any, or the byEach Equity-laws of the Company, or violate applicable laws; and (e) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuance. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, if such documents are delivered prior to or at the time of issuance of the first Security of such series and with respect to all Securities of such series. The Trustees shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustees' own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustees. Each Linked Security shall be dated the date of its authentication. No Equity-Linked Security shall entitle a Holder be entitled to any benefit under this Indenture Agreement or be valid or obligatory for any purpose unless there appears on such Equity-Linked Security a certificate of authentication substantially in the form provided for herein duly executed by the applicable Trustee by manual signature of an authorized officer thereofof the Purchase Contract Agent and U.S. Trustee (if applicable) by manual signature, and such certificate upon any Equity-Linked Security shall be conclusive evidence, and the only evidence, that such Equity-Linked Security has been duly authenticated and delivered hereunder and 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 Company, and the Company shall deliver such Security to the Trustees for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder to the benefits of this Indenturehereunder.

Execution, Authentication, Delivery and Dating. The Securities and Coupons shall be executed on behalf of the Company by an at least one Officer. The signature of an Officer any of these officers on the Securities or any Coupons appertaining thereto may be the manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities and any Coupons appertaining thereto bearing the manual or facsimile signatures 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 and Coupons or did not hold such offices at the date of original issuance of such SecuritiesSecurities or Coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of Securities, together with any seriesCoupons appertaining thereto, executed by the Company Company, to the applicable Trustee for authenticationauthentication and, together provided that the supplemental indenture or indentures with respect to such Securities referred to in Section 3.1 and a Company Order for the authentication and delivery of such SecuritiesSecurities have been delivered to the Trustee, and the applicable Trustee in accordance with such the Company Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities. If not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustees for the issuance of such Securities and determining terms of particular Securities of such series such as interest rate, Stated Maturity, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such SecuritiesSecurities and any Coupons appertaining thereto, the Trustees Trustee shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)) of the Trust Indenture Act) shall be fully protected in relying upon, , (1) an Opinion of Counsel statingto the effect that: (a) that the form or forms and the terms of such Securities and any Coupons have been established in conformity with the provisions of this Indenture;; and (b) that the terms of such Securities have been established in conformity with the provisions of this Indenture; (c) that such Securities, together with any Coupons appertaining thereto, when completed by appropriate insertions and executed and delivered by the Company to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their terms; (d) , subject to applicable bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting the execution enforcement of creditors’ rights, to general equitable principles and delivery by to such other qualifications as such counsel shall conclude do not materially affect the Company rights of Holders of such Securities and any supplemental indenture will not contravene Coupons; and (2) an Officers’ Certificate stating that, to the articles best knowledge of incorporation or continuancethe Persons executing such certificate, or all conditions precedent to the execution, authentication and delivery of such other constating documents then in effectSecurities and Coupons, if any, or the by-laws of the Companyappertaining thereto, have been complied with, and no event which is, or violate applicable laws; and (e) that the Company has the corporate power to issue such Securitiesafter notice or lapse of time would become, and has duly taken all necessary corporate action an Event of Default with respect to such issuance. Notwithstanding the provisions of Section 3.01 and any of the preceding two paragraphs, if not Securities shall have occurred and be continuing. If all the Securities of any series Series are not to be issued at one time, it shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and an Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or and an Officers’ Certificate at the time of issuance of each Security, if but such documents are Opinion of Counsel and Officers’ Certificate, with appropriate modifications, shall be delivered prior to at or at before the time of issuance of the first Security of such series Series. After any such first delivery, any separate written request by an Officer of the Company or any person designated in writing by an Officer that the Trustee authenticate and deliver Securities of such Series for original issue will be deemed to be a certification by the Company that all conditions precedent provided for in this Indenture relating to authentication and delivery of such Securities continue to have been complied with and that no Event of Default with respect to all any of the Securities of such serieshas occurred or is continuing. The Trustees Trustee shall not be required to authenticate and deliver or to cause an Authenticating Agent to authenticate any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustees' 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 TrusteesTrustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken. Each Registered Security shall be dated the date of its authentication. Unless otherwise specified in or pursuant to this Indenture, each Bearer Security and any Bearer Security in global form shall be dated as of the date specified in or pursuant to this Indenture. No Security or Coupon appertaining thereto shall entitle a Holder be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly in Section 2.2 or 6.11 executed by or on behalf of the applicable Trustee or by the Authenticating Agent by the manual signature of an one of its authorized officer thereof, and such officers. Such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder hereunder. Except as permitted by Section 3.6, the Trustee shall not authenticate and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if deliver any Bearer Security shall unless all Coupons appertaining thereto then matured have been authenticated detached and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustees for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder to the benefits of this Indenturecancelled.

Execution, Authentication, Delivery and Dating. The Two Officers of the Company shall sign the Securities shall be executed on behalf of the Company by an Officer. The signature of and, with respect to any related Guarantees, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on the Securities may be the behalf of such Subsidiary Guarantor, in each case by manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiessignature. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers If an Officer of the Company shall bind the Company, notwithstanding or a Subsidiary Guarantor whose signature is on a Security no longer holds 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 office at the date time the Security or the Notation of such Securities. At any time and from time to time after Guarantee, as the execution and delivery of this Indenturecase may be, is authenticated, the Company may deliver Securities of any series, executed by the Company to the applicable Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the applicable Trustee in accordance with such Company Order shall authenticate and deliver such Securities. If not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustees for the issuance of such Securities and determining terms of particular Securities of such series such as interest rate, Stated Maturity, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustees Security shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)) shall be fully protected in relying upon, an Opinion of Counsel stating: (a) that the form or forms of such Securities have been established in conformity with the provisions of this Indenture; (b) that the terms of such Securities have been established in conformity with the provisions of this Indenture; (c) that such Securities, when completed by appropriate insertions and executed and delivered by the Company to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their terms; (d) the execution and delivery by the Company of such Securities and any supplemental indenture will not contravene the articles of incorporation or continuance, or such other constating documents then in effect, if any, or the by-laws of the Company, or violate applicable laws; and (e) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuancenevertheless. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it A Security shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, if such documents are delivered prior to or at the time of issuance of the first Security of such series and with respect to all Securities of such series. The Trustees shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustees' own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustees. Each Security shall be dated the date of its authentication. No Security shall entitle a Holder entitled to any benefit under this Indenture or the related Guarantees 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 duly executed until authenticated by the applicable Trustee by manual signature of an authorized officer thereofsignatory of the Trustee, and such certificate upon any Security which signature shall be conclusive evidence, and evidence that the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of under this Indenture. Notwithstanding the foregoing, if any Security shall have has been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver delivers such Security to the Trustees Trustee for cancellation as provided in Section 3.10 2.13, together with a written statement (which need not comply with Section 1.03 11.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder be entitled to the benefits of this Indenture or the related Guarantees. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon a Company Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Company Order. Such order shall specify the amount of the Securities to be authenticated, the 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 terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Company Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Company or its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by 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 Company Order referred to above and the other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected in relying upon: (a) an Officers’ Certificate of the Company setting forth the Board Resolution and, if applicable, an appropriate record of any action taken pursuant thereto, as contemplated by the last paragraph of Section 2.01; and (b) an Opinion of Counsel to the effect that: (i) the form of such Securities has been established in conformity with the provisions of this Indenture; (ii) the terms of such Securities have been established in conformity with the provisions of this Indenture; and (iii) that such Securities and the related Guarantees, if any, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company and the Subsidiary Guarantors, respectively, enforceable against the Company and the Subsidiary Guarantors, respectively, in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer or other similar laws in effect from time to time affecting the rights of creditors generally, and the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). If all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Officers’ Certificate and Opinion of Counsel at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first Security of the series to be issued. The Trustee shall not be required to authenticate such Securities if the issuance of such Securities pursuant to this Indenture would affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner not reasonably acceptable to the Trustee. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Subsidiary Guarantor or an Affiliate of the Company or any Subsidiary Guarantor. Each Security shall be dated the date of its authentication.

Execution, Authentication, Delivery and Dating. The Securities Notes shall be executed on behalf of the Company by an Officerthe Chairman, President, Chief Executive Officer or Chief Financial Officer under its corporate seal reproduced thereon and attested to by the Secretary or any Assistant Secretary of the Company. The signature signatures of an Officer such Officers on the Securities Notes may be the manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities The Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers 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 Notes or did not hold such offices at the date of such SecuritiesNotes. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, Notes executed by the Company to the applicable Trustee for authentication, together with a Company Order for the authentication authentication, and make available for delivery of such SecuritiesNotes, and the applicable Trustee in accordance with such the Company Order shall authenticate and deliver such SecuritiesNotes. If not all the Securities of any series are Prior to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustees for the issuance of such Securities and determining terms of particular Securities of such series such as interest rate, Stated Maturity, Notes after the date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such SecuritiesIndenture, the Trustees Trustee shall be entitled to receive, receive and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)Section 6.1) shall be fully protected in relying upon, upon an Opinion of Counsel statingcomplying with Section 1.2 which shall also state: (ai) that the form or forms of such Securities Notes has been established in conformity with the provisions of this Indenture; (ii) that the terms of such Notes have been established in conformity with the provisions of this Indenture; (b) that the terms of such Securities have been established in conformity with the provisions of this Indenture; (ciii) that such SecuritiesNotes, when completed by appropriate insertions and executed and delivered by the Company to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, 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; (div) that the Note Guarantee attached to such Notes will constitute the 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; (v) that all laws and requirements in respect of the execution and delivery by the Company of such Securities the Notes and any supplemental indenture will not contravene the articles of incorporation or continuance, or such other constating documents then in effect, if any, or execution and delivery by the by-laws Guarantor of the Company, or violate applicable lawsNote Guarantee have been complied with; and (evi) that such other matters as the Trustee may reasonably request. If the Notes are to be issued in whole or in part in global form, then the Company has shall execute and the corporate power to issue such SecuritiesTrustee shall, in accordance with this Section and has duly taken all necessary corporate action the Company Order with respect to such issuance. Notwithstanding Notes, authenticate and deliver one or more Notes in global form that (i) shall represent and shall be denominated in an amount equal to the provisions of Section 3.01 and aggregate principal amount of the preceding two paragraphs, if not all the Securities of any series are Outstanding Notes to be issued at one timerepresented by such Note in global form, it (ii) shall not be necessary registered in the name of the Depositary for such Note or Notes in global form or the nominee of such Depositary and (iii) shall be delivered by the Trustee to deliver the Officer's Certificate otherwise required such Depositary or pursuant to Section 3.01 or such Depositary’s instruction. Each Depositary designated by the Company Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or for a Note in global form must, at the time of issuance of each Securityits designation and at all times while it serves as Depositary, if such documents are delivered prior to or at the time of issuance of the first Security of such series and with respect to all Securities of such series. The Trustees shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustees' own rights, duties or immunities a clearing agency registered under the Securities Exchange Act and this Indenture any other applicable statute or otherwise in a manner which regulation. The Trustee shall have no responsibility to determine if the Depositary is not reasonably acceptable to the Trusteesso registered. Each Security Depositary shall enter into an agreement with the Trustee governing the respective duties and rights of such Depositary and the Trustee with regard to Notes issued in global form. No Note shall be dated the date of its authentication. No Security shall entitle a Holder entitled to any benefit benefits 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 duly executed until authenticated by the applicable Trustee by manual signature of one of the authorized signatories of the Trustee or an authorized officer thereof, and such certificate Authenticating Agent. Such signature upon any Security Note shall be conclusive evidence, evidence and the only evidence, that such Security Note has been duly authenticated and delivered hereunder under this Indenture and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security Note to the Trustees Trustee for cancellation as provided in Section 3.10 3.9 together with a written statement (which need not comply with Section 1.03 1.2 and need not be accompanied by an Opinion of Counsel) stating that such Security Note has never been issued and sold by the Company, for all purposes of this Indenture such Security Note shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder not be entitled to the benefits of this Indenture.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by an Officerits President or one of its Vice Presidents under its corporate seal reproduced or impressed thereon and attested by its Secretary or one of its Assistant Secretaries. The signature of an Officer any of these officers on the Securities may be the manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities bearing the manual or facsimile signatures 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. 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 applicable Trustee for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to the Trustee (“Procedures”) as may be specified from time to time by Company Order. Procedures may authorize authentication and delivery pursuant to written or electronic instructions of the Company or a duly authorized agent. Prior to the delivery of a Security in any such form to the Trustee for authentication, together with the Company shall deliver to the Trustee the following: (a) a Company Order requesting the Trustee’s authentication and delivery of all or a portion of the Securities of such series, and, if less than all, setting forth procedures for such authentication; (b) the Board Resolution by or pursuant to which such form of Security has been approved, and the Board Resolution, if any, by or pursuant to which the terms of the Securities of such series have been approved, and, if pursuant to a Board Resolution, an Officers’ Certificate describing the action taken; (c) an Officers’ Certificate dated the date such certificate is delivered to the Trustee, stating that all conditions precedent provided for in this Indenture relating to the authentication and delivery of Securities in such Securities, form and the applicable Trustee in accordance with such Company Order shall authenticate and deliver such Securities. If not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustees for the issuance of such Securities and determining terms of particular Securities of such series such as interest rate, Stated Maturity, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustees shall be entitled to receive, and have been complied with; and (subject to Trust Indenture Legislation, including TIA Sections 315(ad) through 315(d)) shall be fully protected in relying upon, an Opinion of Counsel stating: stating that (ai) that the form or forms of such Securities have has been established duly authorized and approved in conformity with the provisions of this Indenture; ; (bii) that the terms of such Securities have been established duly authorized and determined in conformity with the provisions of this Indenture; , or, if such terms are to be determined pursuant to Procedures, when so determined such terms shall have been duly authorized and determined in conformity with the provisions of this Indenture; and (ciii) that Securities in such Securities, form when completed by appropriate insertions and executed and delivered by the Company to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued within the authorization as to aggregate principal amount established from time to time by the Company Board of Directors and sold in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute be the legal, valid and binding obligations of the CompanyCompany entitled to the benefits of this Indenture, enforceable subject to applicable bankruptcy, reorganization, insolvency and similar laws generally affecting creditors’ rights, and subject to general equitable principles except as enforcement thereof may be limited by (A) requirements that a claim with respect to any Securities denominated other than in accordance with their terms; Dollars (or a Foreign Currency or currency unit judgment in respect of such claim) be converted into Dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or (B) governmental authority to limit, delay or prohibit the making of payments in Foreign Currencies or currency units or payments outside the United States and subject to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities; provided, however, that the Trustee shall be entitled to receive the documents referred to in clauses (b), (c) and (d) above only at or prior to the execution and delivery by first request of the Company of such Securities and any supplemental indenture will not contravene the articles of incorporation or continuance, or such other constating documents then in effect, if any, or the by-laws of the Company, or violate applicable laws; and (e) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuance. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior Trustee to or at the time of issuance of each Security, if such documents are delivered prior to or at the time of issuance of the first Security of such series and with respect to all authenticate Securities of such series. The Trustees Trustee shall not be required have the right to decline to authenticate and deliver any such Securities under this Section if the issue Trustee, being advised in writing by counsel, determines within a reasonable amount of time that such Securities pursuant action may not lawfully be taken or if the Trustee in good faith determines within a reasonable amount of time that such action would expose the Trustee to this Indenture will affect the Trustees' own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable personal liability to the Trusteesexisting Holders. Each Security shall be dated the date of its authentication. No Security shall entitle a Holder be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the applicable Trustee by the manual signature of an one of its authorized officer thereofsignatories, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and 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 Company, and the Company shall deliver such Security to the Trustees for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder to the benefits of this Indenturehereunder.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by an Officerits Chairman of the Board, one of its Vice Chairmen, its President, its Treasurer or one of its Vice Presidents under its corporate seal reproduced thereon and attested by its Secretary or one of its Assistant Secretaries. Coupons shall be executed on behalf of the Company by the Treasurer or any Assistant Treasurer of the Company. The signature of an Officer any of these officers on the Securities or any Coupons appertaining thereto may be the manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities and any Coupons appertaining thereto bearing the manual or facsimile signatures 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 and Coupons or did not hold such offices at the date of original issuance of such SecuritiesSecurities or Coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of Securities, together with any seriesCoupons appertaining thereto, executed by the Company Company, to the applicable Trustee for authenticationauthentication and, together provided that the Board Resolution and Officers' Certificate or supplemental indenture or indentures with respect to such Securities referred to in Section 3.1 and a Company Order for the authentication and delivery of such SecuritiesSecurities have been delivered to the Trustee, and the applicable Trustee in accordance with such the Company Order and subject to the provisions hereof and of such Securities shall authenticate and deliver deliver, or make available for delivery, such Securities. If not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustees for the issuance of such Securities and determining terms of particular Securities of such series such as interest rate, Stated Maturity, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such SecuritiesSecurities and any Coupons appertaining thereto, the Trustees Trustee shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)) of the Trust Indenture Act) shall be fully protected in relying upon, , (1) an Opinion of Counsel statingto the effect that: (a) that the form or forms and terms of such Securities and Coupons, if any, have been established in conformity with the provisions of this Indenture; (b) that all conditions precedent to the terms authentication and delivery of such Securities and Coupons, if any, appertaining thereto, have been established in conformity complied with the provisions of this Indenture; (c) and that such SecuritiesSecurities and Coupons, when completed by appropriate insertions insertions, executed under the Company's corporate seal and executed and attested by duly authorized officers of the Company, delivered by duly authorized officers of the Company to the applicable Trustee for authentication in accordance with pursuant to this Indenture, and authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforcement thereof may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, arrangement, fraudulent conveyance, fraudulent transfer or other similar laws relating to or affecting creditors' rights generally, and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and will entitle the Holders thereof to the benefits of this Indenture; such Opinion of Counsel need express no opinion as to the availability of equitable remedies; (dc) all laws and requirements in respect of the execution and delivery by the Company of such Securities and any supplemental indenture will not contravene the articles of incorporation or continuance, or such other constating documents then in effectCoupons, if any, or the by-laws of the Company, or violate applicable lawshave been complied with; and (ed) this Indenture has been qualified under the Trust Indenture Act; and (2) an Officers' Certificate stating that all conditions precedent to the Company has execution, authentication and delivery of such Securities and Coupons, if any, appertaining thereto, have been complied with and that, to the corporate power to issue best knowledge of the Persons executing such Securitiescertificate, and has duly taken all necessary corporate action no event which is, or after notice or lapse of time would become, an Event of Default with respect to such issuance. Notwithstanding the provisions of Section 3.01 and any of the preceding two paragraphs, if not Securities shall have occurred and be continuing. If all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and an Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or and an Officers' Certificate at the time of issuance of each Security, if but such documents are opinion and certificate, with appropriate modifications, shall be delivered prior to at or at before the time of issuance of the first Security of such series series. After any such first delivery, any separate written request by an Authorized Officer of the Company that the Trustee authenticate and with respect to all deliver Securities of such seriesseries for original issue will be deemed to be a certification by the Company that all conditions precedent provided for in this Indenture relating to authentication and delivery of such Securities continue to have been complied with. The Trustees Trustee shall not be required to authenticate and deliver or to cause an Authenticating Agent to authenticate any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustees' 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 TrusteesTrustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken. Each Registered Security shall be dated the date of its authentication. Each Bearer Security and any Bearer Security in global form shall be dated as of the date specified in or pursuant to this Indenture. No Security or Coupon appertaining thereto shall entitle a Holder be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly in Section 2.2 or 6.11 executed by or on behalf of the applicable Trustee or by the Authenticating Agent by the manual signature of an one of its authorized officer thereof, and such officers. Such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and 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 Company, and the Company shall deliver such Security to the Trustees for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder to the benefits of this Indenture.the

Execution, Authentication, Delivery and Dating. The Two Officers of the Company shall sign the Securities shall be executed on behalf of the Company by an Officer. The signature of and, with respect to any related Guarantees, an Officer of each Subsidiary Guarantor shall sign the Notation of Guarantee on the Securities may be the behalf of such Subsidiary Guarantor, in each case by manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiessignature. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers If an Officer of the Company shall bind the Company, notwithstanding or a Subsidiary Guarantor whose signature is on a Security no longer holds 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 office at the date time the Security or the Notation of such Securities. At any time and from time to time after Guarantee, as the execution and delivery of this Indenturecase may be, is authenticated, the Company may deliver Securities of any series, executed by the Company to the applicable Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the applicable Trustee in accordance with such Company Order shall authenticate and deliver such Securities. If not all the Securities of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustees for the issuance of such Securities and determining terms of particular Securities of such series such as interest rate, Stated Maturity, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustees Security shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)) shall be fully protected in relying upon, an Opinion of Counsel stating: (a) that the form or forms of such Securities have been established in conformity with the provisions of this Indenture; (b) that the terms of such Securities have been established in conformity with the provisions of this Indenture; (c) that such Securities, when completed by appropriate insertions and executed and delivered by the Company to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their terms; (d) the execution and delivery by the Company of such Securities and any supplemental indenture will not contravene the articles of incorporation or continuance, or such other constating documents then in effect, if any, or the by-laws of the Company, or violate applicable laws; and (e) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuancenevertheless. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it A Security shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, if such documents are delivered prior to or at the time of issuance of the first Security of such series and with respect to all Securities of such series. The Trustees shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustees' own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustees. Each Security shall be dated the date of its authentication. No Security shall entitle a Holder entitled to any benefit under this Indenture or the related Guarantees 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 duly executed until authenticated by the applicable Trustee by manual signature of an authorized officer thereofsignatory of the Trustee, and such certificate upon any Security which signature shall be conclusive evidence, and evidence that the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of under this Indenture. Notwithstanding the foregoing, if any Security shall have has been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver delivers such Security to the Trustees Trustee for cancellation as provided in Section 3.10 2.13, together with a written statement (which need not comply with Section 1.03 12.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder be entitled to the benefits of this Indenture or the related Guarantees. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company (and if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor with respect to such series) to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon a Company Order for the authentication and delivery of such Securities or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Company Order. Such order shall specify the amount of the Securities to be authenticated, the 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 terms of the Securities of such series not otherwise determined. If provided for in such procedures, such Company Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Company or its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by 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 Company Order referred to above and the other documents required by Section 12.04), and (subject to Section 7.01) shall be fully protected in relying upon: (a) an Officers’ Certificate of the Company setting forth the Board Resolution and, if applicable, an appropriate record of any action taken pursuant thereto, as contemplated by the last paragraph of Section 2.01; and (b) an Opinion of Counsel to the effect that: (i) the form of such Securities has been established in conformity with the provisions of this Indenture; (ii) the terms of such Securities have been established in conformity with the provisions of this Indenture; and (iii) that such Securities and the related Guarantees, if any, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company and the Subsidiary Guarantors, respectively, enforceable against the Company and the Subsidiary Guarantors, respectively, in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer or other similar laws in effect from time to time affecting the rights of creditors generally, and the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). If all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Officers’ Certificate and Opinion of Counsel at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first Security of the series to be issued. The Trustee shall not be required to authenticate such Securities if the issuance of such Securities pursuant to this Indenture would affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner not reasonably acceptable to the Trustee. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Subsidiary Guarantor or an Affiliate of the Company or any Subsidiary Guarantor. Each Security shall be dated the date of its authentication.

Execution, Authentication, Delivery and Dating. The Debt Securities of any series shall be executed on behalf of the Company by an Officerits Chairman, a Vice Chairman, its President, one of its Vice Presidents or its Treasurer. The signature of an Officer on the Securities any of these officers may be the manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Debt Securities bearing the manual or facsimile signatures 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 Debt Securities or did not hold such offices at the date of such Debt Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Debt Securities of any series, executed by the Company Company, to the applicable Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, Debt Securities and the applicable Trustee in accordance with such the Company Order shall authenticate and deliver such Debt Securities. If not all the Debt Securities of any one series are not to be issued at one time and if a Board Resolution or the Officer’s Certificate or other document pursuant to a Board Resolution or supplemental indenture establishing relating to such series shall so permit, such Company Order may set forth procedures acceptable to the Trustees Trustee for the issuance of such Debt Securities and determining for the determination of the terms of particular Securities of such series thereof, such as interest rate, Stated Maturity, date of issuance and date from which interest interest, if any, shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustees The Trustee shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)Section 6.1) shall be fully protected in relying upon, prior to the authentication and delivery of the Debt Securities of such series, (i) the supplemental indenture or the Board Resolution by or pursuant to which the form and terms of such Debt Securities have been approved and (ii) an Opinion of Counsel statingsubstantially to the effect that: (a1) that the form or forms Company Order furnished by the Company to the Trustee in connection with the authentication and delivery of such Debt Securities have been established in conformity conforms to the requirements of this Indenture and constitutes sufficient authority hereunder for the Trustee to authenticate and deliver such Debt Securities; (2) the forms and terms (or, if applicable, the manner of determining the terms) of such Debt Securities are consistent with the provisions of this Indenture; (b3) in the event that the forms or terms of such Debt Securities have been established in conformity with a supplemental indenture, the provisions execution and delivery of this Indenture; (c) that such Securitiessupplemental indenture has been duly authorized by all necessary corporate action of the Company, when completed by appropriate insertions and such supplemental indenture has been duly executed and delivered by the Company to and, assuming due authorization, execution and delivery by the applicable Trustee for authentication Trustee, is a valid and binding obligation enforceable against the Company in accordance with this Indentureits terms, authenticated subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and subject to such other exceptions as counsel shall conclude do not materially affect the rights of the Holders of such Debt Securities; (4) the execution and delivery of such Debt Securities have been duly authorized by all necessary corporate action of the Company and such Debt Securities (if to be issued at the time of delivery of such Company Order) have been duly executed and delivered by the applicable Trustee in accordance with this Indenture and issued Company and, assuming due authentication by the Company in the manner Trustee and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their terms; (d) the execution and delivery by the Company (if to be issued after delivery of such Securities Company Order in accordance with the foregoing procedures), are valid and any supplemental indenture will not contravene binding obligations enforceable against the articles Company in accordance with their terms, entitled to the benefit of incorporation the Indenture, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or continuance, or at law) and subject to such other constating documents then in effect, if any, or exceptions as counsel shall conclude do not materially affect the by-laws rights of the Company, or violate applicable lawsHolders of such Debt Securities; and (e5) that the Company has amount of Debt Securities Outstanding of such series, together with the corporate power to issue amount of such Debt Securities, and has duly taken all necessary corporate action with respect to such issuance. Notwithstanding does not exceed any limit established under the provisions terms of Section 3.01 and this Indenture on the amount of the preceding two paragraphs, if not all the Debt Securities of any series are to be issued at one time, it shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, if such documents are delivered prior to or at the time of issuance of the first Security of such series that may be authenticated and with respect to all Securities of such seriesdelivered. The Trustees Trustee shall not be required to authenticate and deliver any such Debt Securities if the issue issuance of such Debt Securities pursuant to this Indenture will affect the Trustees' Trustee’s own rights, duties or immunities under the Debt Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the TrusteesTrustee. Each Debt Security shall be dated the date of its authentication. No Debt Security shall entitle a Holder be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Debt Security a certificate of authentication substantially in one of the form forms provided for herein duly executed by the applicable Trustee by manual signature of an authorized officer thereofsignatory of the Trustee or by an Authenticating Agent, and such certificate upon any Debt Security shall be conclusive evidence, and the only evidence, that such Debt Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Debt Security shall have been duly authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Debt Security to the Trustees Trustee for cancellation as provided in Section 3.10 3.8 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel1.2) stating that such Debt Security has never been issued and sold by the Company, for all purposes of this Indenture such Debt Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder be entitled to the benefits of this Indenture.

Execution, Authentication, Delivery and Dating. (a) The Securities shall be executed on behalf of the Company by an Officerany Officer and attested by its Secretary or one of its Assistant Secretaries. The signature of an Officer any of these Officers on the Securities may be the manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. facsimile. (b) Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers 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. . (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, series executed by on behalf of the Company pursuant to paragraph (a) above to the applicable Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the applicable Trustee in accordance with such Company Order shall authenticate and deliver such Securities. If not all the ; provided, that, with respect to Securities of any a series are to be issued at one time constituting a medium term note program, the Trustee shall authenticate and if the Board Resolution or supplemental indenture establishing deliver Securities of such series shall so permit, for original issue from time to time in the aggregate principal amount established for such Company Order may set forth series pursuant to such procedures acceptable to the Trustees for the issuance of Trustee and to such Securities recipients as may be specified from time to time by a Company Order. The maturity dates, original issue dates, interest rates and determining any other terms of particular the Securities of such series shall be determined by or pursuant to such Company Order and procedures. (d) If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as interest ratepermitted by Sections 2.1 and 3.1, Stated Maturity, date of issuance and date from which interest shall accrue. In in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustees Trustee shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)Section 6.1) shall be fully protected in relying upon, an Opinion of Counsel stating:, (a1) that if the form or forms of any of such Securities have has been established by or pursuant to Board Resolution as permitted by Section 2.1, that such form has been established in conformity with the provisions of this Indenture; (b2) that if the terms of any of such Securities have been established by or pursuant to Board Resolution as permitted by Section 3.1, that such terms have been established in conformity with the provisions of this Indenture;; and (c3) that such Securities, when completed by appropriate insertions and executed and delivered by the Company to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and legally binding obligations of the Company, enforceable in accordance with their respective terms; (d) the execution , subject to bankruptcy, insolvency, reorganization and delivery by the Company of such Securities and any supplemental indenture will not contravene the articles of incorporation or continuance, or such other constating documents then in effect, if any, or the by-laws of general applicability relating to or affecting the Company, or violate applicable laws; andenforcement of creditors’ rights and to general equity principles. (e) Notwithstanding that such form or terms have been so established, the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuance. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, if such documents are delivered prior to or at the time of issuance of the first Security of such series and with respect to all Securities of such series. The Trustees Trustee shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will would adversely affect the Trustees' 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 Trustees. Trustee. (f) Notwithstanding the provisions of Section 3.1 and of the preceding paragraphs of this Section 3.3, 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 otherwise required pursuant to Section 3.1 or the Company Order and Opinion of Counsel otherwise required pursuant to the preceding paragraphs of this Section 3.3 at or prior to the time of authentication of each Security of such series if such documents have been delivered at or prior to the time of authentication upon original issuance of the first Security of such series to be issued; provided that the Trustee shall receive a Company Order or, at its option, an Officers’ Certificate, directing the Trustee to authenticate any such Security and certifying to the effect that such Security is included in such series and encompassed by such previously delivered documents. (g) With respect to Securities of a series constituting a medium term note program, if the form and general terms of the Securities of such series have been established by or pursuant to one or more Board Resolutions or by an indenture supplemental hereto, as permitted by Sections 2.1 and 3.1 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 6.1) shall be fully protected in relying upon, in addition to the foregoing documents and Opinion of Counsel, or in lieu of clause (c) above, an Opinion of Counsel stating that the Securities have been duly authorized by the Company and, when duly executed by the Company and completed and authenticated by the Trustee in accordance with the Indenture and issued, delivered and paid for in accordance with any applicable distribution agreement, will have been duly issued under the Indenture and will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles. (h) Each Security shall be dated the date of its authentication. . (i) No Security shall entitle a Holder 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 duly executed by the applicable Trustee by manual signature of an authorized officer thereofsignature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and 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 Company, and the Company shall deliver such Security to the Trustees Trustee for cancellation as provided in Section 3.10 3.9 together with a written statement (which need not comply with Section 1.03 1.2 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder be entitled to the benefits of this Indenture.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by an any one of the following: its Chairman, Chief Executive Officer, one of its Vice Chairmen, its President or one of its Vice Presidents, and attested by one of its Vice Presidents or its Secretary or one of its Assistant Secretaries. The signature of an Officer any of these officers on the Securities may be the manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securitiesfacsimile. Securities bearing the manual or facsimile signatures 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. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series, series executed by the Company and (if Securities of such series were specified as contemplated by Section 301 to be guaranteed by any Guarantor) having endorsed thereon Note Guarantees duly executed by any such Guarantor, as applicable, to the applicable Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the applicable Trustee in accordance with such Company Order shall authenticate and deliver make available for delivery such Securities. If not all the Securities of any series are to be issued at one time and if the Board Resolution of the Company or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustees Trustee for the issuance of such Securities and determining terms of particular Securities of such series such as interest rate, Stated Maturity, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustees Trustee shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Act Sections 315(a) through 315(d)) shall be fully protected in conclusively relying upon, an Opinion of Counsel stating: (a) that the form or forms of such Securities have been established in conformity with the provisions of this Indenture; (b) that the terms of such Securities have been established in conformity with the provisions of this Indenture; (c) that such Securities, when completed by appropriate insertions and executed and delivered by the Company to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their terms; (d) the execution and delivery by the Company of such Securities and any supplemental indenture will not contravene the articles of incorporation or continuance, or such other constating documents then in effect, if any, or the by-laws of the Company, or violate applicable laws; and (e) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuance. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, if such documents are delivered prior to or at the time of issuance of the first Security of such series and with respect to all Securities of such series. The Trustees shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustees' own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustees. Each Security shall be dated the date of its authentication. No Security shall entitle a Holder 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 duly executed by the applicable Trustee by manual signature of an authorized officer thereof, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and 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 Company, and the Company shall deliver such Security to the Trustees for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder to the benefits of this Indenture.

Execution, Authentication, Delivery and Dating. (a) The Securities Notes shall be executed on behalf of the Company by an Officerany Officer and attested by its Secretary or one of its Assistant Secretaries. The signature of an Officer any of these Officers on the Securities Notes may be the manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities facsimile. (b) Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers 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 Notes or did not hold such offices at the date of such Securities. Notes. (c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities Additional Notes of any series, series executed by on behalf of the Company pursuant to clause (a) above to the applicable Trustee for authentication, together with a Company Order for the authentication and delivery of such SecuritiesAdditional Notes, and the applicable Trustee Trustee, in accordance with such Company Order Order, shall authenticate and deliver such SecuritiesAdditional Notes. (d) The Trustee’s certificates of authentication shall be in substantially the following form: This is one of the Notes of the series designated therein referred to in the within-mentioned Indenture. If not all the Securities The Bank of any series are to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permitNew York Mellon Trust Company, such Company Order may set forth procedures acceptable to the Trustees for the issuance of such Securities and determining terms of particular Securities of such series such N.A., as interest rate, Stated Maturity, date of issuance and date from which interest shall accrue. Trustee By: Authorized Signatory Dated: __________ (e) In authenticating such SecuritiesAdditional Notes, and accepting the additional responsibilities under this Indenture in relation to such SecuritiesAdditional Notes, the Trustees Trustee shall be entitled to receive, and (subject to Trust Indenture Legislation, including TIA Sections 315(a) through 315(d)Section 8.1) shall be fully protected in relying upon, an Opinion of Counsel stating:, (a1) that the That such form or forms of such Securities have has been established in conformity with the provisions of this Indenture; (b2) that the such terms of such Securities have been established in conformity with the provisions of this Indenture;; and (c3) that such SecuritiesAdditional Notes, when completed by appropriate insertions and executed and delivered by the Company to the applicable Trustee for authentication in accordance with this Indenture, authenticated and delivered by the applicable Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and legally binding obligations of the Company, enforceable in accordance with their respective terms; (d) the execution , subject to bankruptcy, insolvency, reorganization and delivery by the Company of such Securities and any supplemental indenture will not contravene the articles of incorporation or continuance, or such other constating documents then in effect, if any, or the by-laws of the Company, or violate applicable laws; and (e) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuance. Notwithstanding the provisions of Section 3.01 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior general applicability relating to or at affecting the time enforcement of issuance of each Security, if such documents are delivered prior creditors’ rights and to or at the time of issuance of the first Security of such series and with respect to all Securities of such series. The Trustees shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustees' own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustees. Each Security shall be dated the date of its authentication. No Security shall entitle a Holder 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 duly executed by the applicable Trustee by manual signature of an authorized officer thereof, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and 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 Company, and the Company shall deliver such Security to the Trustees for cancellation as provided in Section 3.10 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never entitle a Holder to the benefits of this Indenturegeneral equity principles.