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 its 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 any of these officers on the Securities may be manual or facsimile. 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 executed by the Company to the 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, the Company shall deliver to the Trustee the following:

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its President Vice Chairman of the Board, its Chief Executive Officer, its President, one of its Executive Vice Presidents, one of its Senior Vice Presidents or one of its Vice Presidents under its corporate seal reproduced or impressed thereon Presidents, and attested by its Chief Financial Officer, Secretary or one of its Assistant Secretaries. The Any such signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures signature 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 executed by the Company to the Trustee or to its order for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 such Securities, and 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 Company Order shall authenticate and make available for delivery such Securities as provided in this IndentureIndenture provided. Prior Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its Chief Executive Officer, its President or one of its Vice Presidents Presidents, under a facsimile of its corporate seal reproduced or impressed thereon and attested by its Secretary or one of its Assistant Secretaries. The Any such signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures signature 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 executed by the Company to the Trustee or to its order for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 such Securities, and 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 Company Order shall authenticate and make available for delivery such Securities as provided in this IndentureIndenture provided and not otherwise. Prior Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents Presidents, under its corporate seal reproduced or impressed thereon and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile 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 executed by the Company to the Trustee for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 such Securities; and 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 Company Order shall manually authenticate and make available for delivery such Securities as provided in this IndentureIndenture provided and not otherwise. Prior No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman chairman of the BoardBoard of Directors or any vice chairman of the Board of Directors or its president or any vice president or its treasurer, 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 Secretarieswhich may, but need not, be attested. The signature of any of these officers on the Securities may be manual or facsimile. 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 IndentureAgreement, the Company may deliver Securities executed by the Company to the Trustee for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 such Securities; and 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 Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Agreement 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 Trustee by manual signature of an authorized officer, and as provided in this Indenture. Prior such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and that the Holder is entitled to the delivery benefits of a Security in any such form to the Trustee for authentication, the Company shall deliver to the Trustee the following:this Agreement.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any of its Chairman of the Board, its President or Chief Executive Officer, its Chief Operating Officer, its Chief Financial Officer, one of its Vice Presidents under its corporate seal reproduced or impressed thereon and attested by Presidents, its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile 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 executed by the Company to the Trustee for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 writingsuch Securities. The Trustee Company Order shall specify the amount of Securities to be authenticated, and shall further specify the amount of such Securities to be issued as a Global Security or as Physical Securities. The Trustee, in accordance with such Company Order, shall authenticate and deliver such Securities in accordance with such instructions and as provided is in this IndentureIndenture provided and not otherwise. Prior Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the delivery of a Security form provided for in any such form to Exhibit A hereto executed by the Trustee for authenticationby manual signature, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its President Vice Chairman of the Board, its Chief Executive Officer, its President, its Chief Financial Officer or one of its Vice Presidents Presidents, under a facsimile of its corporate seal reproduced or impressed thereon and attested by its Secretary or one of its Assistant Secretaries. The Any such signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures signature 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 executed by the Company to the Trustee or to its order for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 such Securities, and 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 Company Order shall authenticate and make available for delivery such Securities as provided in this IndentureIndenture provided and not otherwise. Prior Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any two of the following: its Chairman of the Board, its President or one of Chief Executive Officer, its Vice Presidents under Chief Financial Officer, its corporate seal reproduced or impressed thereon Financial Manager and attested by its Secretary or one of its Assistant SecretariesController. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any the time of execution of the proper Securities the officers of the Company authorized by the Company to execute the Securities 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 executed by the Company to the Trustee for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 such Securities; and the Trustee in accordance with such Company or a duly authorized agent, which instructions shall be promptly confirmed in writing. The Trustee Order shall authenticate and deliver such Securities in accordance with such instructions and as provided in this IndentureIndenture provided and not otherwise. Prior Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The An Officer shall execute the Securities shall be executed on behalf of the Company by its 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 any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were signature. If the Officer whose signature is on a Security no longer holds that office at any the time the proper officers of Security is authenticated, 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 Securitiesbe valid nevertheless. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities executed by the Company to the Trustee for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 such Securities, and the Trustee in accordance with such Company or a duly authorized agent, which instructions shall be promptly confirmed in writing. The Trustee Order shall authenticate and deliver such Securities in accordance with such instructions and as provided in this Indenture provided and not otherwise. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture, or be valid or obligatory for any purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by or on behalf of the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Prior The Trustee may appoint an authenticating agent or agents reasonably acceptable to the delivery of a Security in any such form Company with respect to the Trustee for authenticationSecurities. Unless limited by the terms of such appointment, the Company shall deliver to an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the following:Trustee includes authentication by such agent.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its President Vice Chairman of the Board, its Chief Executive Officer, its President, its Chief Financial Officer, one of its Executive Vice Presidents, one of its Senior Vice Presidents or one of its Vice Presidents under its corporate seal reproduced or impressed thereon Presidents, and attested by its Chief Financial Officer, Secretary or one of its Assistant Secretaries. The Any such signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures signature of individuals who were at any time the proper officers of the Company at the time of execution 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 executed by the Company to the Trustee or to its order for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 such Securities, and 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 Company Order shall authenticate and make available for delivery such Securities as provided in this IndentureIndenture provided. Prior Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities Notes shall be executed signed on behalf of the Company by its Chairman of the BoardChief Executive Officer, its President Director General, its Chief Operating Officer, or one of its Vice Presidents under its corporate seal reproduced or impressed thereon Chief Financial Officer, and attested by its Secretary Director of Administration, its Treasurer or one of its Assistant Secretariesany other duly authorized officer. The signature of any of these officers on the Securities Such signatures may be manual or facsimilefacsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Notes. Securities Only such Notes as shall bear 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 Note executed by the Company shall be conclusive evidence that the Note so authenticated has been duly authenticated and delivered hereunder. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company and the Guarantors shall bind the CompanyCompany and the Guarantors, 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 Notes executed by the Company and the Guarantors to the 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 thereupon authenticate and deliver such Securities in accordance with such instructions and as provided in this Indenture. Prior Notes to the delivery of Company or as directed by a Security in Company Order, without any such form to the Trustee for authentication, further action by the Company or the Guarantors. Each Note shall deliver to be dated the Trustee the following:date of its authentication.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its President Vice Chairman of the Board, its Chief Executive Officer, its President, its Chief Financial Officer, one of its Executive Vice Presidents, one of its Senior Vice Presidents or one of its Vice Presidents under its corporate seal reproduced or impressed thereon Presidents, and attested by its Chief Financial Officer, Secretary or one of its Assistant Secretaries. The Any such signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures signature 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 executed by the Company to the Trustee or to its order for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 such Securities, and 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 Company Order shall authenticate and make available for delivery such Securities as provided in this IndentureIndenture provided. Prior Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities Notes shall be executed on behalf of the Company by its Chairman of the Board, its President Chief Executive Officer, its Chief Financial Officer or one of its Vice Presidents under its corporate seal reproduced or impressed thereon Treasurer, and attested by its Secretary or one of its Assistant Corporate Secretaries or Deputy Corporate Secretaries. The signature of any of these officers on the Securities Notes may be manual manual, facsimile or facsimileelectronic signature (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., xxx.xxxxxxxx.xxx) and shall not be required to be under the Company’s corporate seal. Securities Notes bearing the manual manual, facsimile or facsimile electronic 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 Notes or did not hold such offices at the date of such SecuritiesNotes. At any time and from time Pursuant to time after the execution and delivery of this Indenturea Company Order, the Company may deliver Securities executed by Trustee shall authenticate for original issue Notes in an aggregate principal amount specified in the Company to the 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 be provided with an Officers’ Certificate and deliver such Securities an Opinion of Counsel of the Company that it may reasonably request in accordance connection with such instructions authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and as the date on which the original issue of Notes is to be authenticated. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in this Indenture. Prior to the delivery of a Security in any such form to Base Indenture executed by the Trustee for authenticationby manual, facsimile or electronic signature (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, the Company Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., xxx.xxxxxxxx.xxx), and such certificate upon any Note shall deliver to be conclusive evidence, and the Trustee the following:only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the BoardChief Executive Officer, its President, its Treasurer or a Vice 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 any of these officers on the Securities together with the corporate seal, may be manual or facsimile. 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 executed by the Company Company, to the Trustee for authentication. Securities may be authenticated on original issuance from time to time authentication and delivered pursuant to such procedures acceptable to provided that the Trustee ("Procedures") as may be specified from time to time by Board Resolution, Officer's Certificate and a Company Order. Procedures may authorize Order for the authentication and delivery pursuant of such Securities have been delivered to oral instructions of the Trustee, the Trustee in accordance with the Company or a duly authorized agent, which instructions shall be promptly confirmed in writing. The Trustee Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities Securities. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in accordance with relation to such instructions and as provided in this Indenture. Prior to the delivery of a Security in any such form to Securities, the Trustee for authenticationshall be entitled to receive, the Company and shall deliver to the Trustee the following:be fully protected in relying upon,

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its President President, its Chief Financial Officer or one of its Vice Presidents under its corporate seal reproduced or impressed thereon and Presidents, attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile 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 executed by the Company to the Trustee for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for the Trustee ("Procedures") as may be specified from time to time by Company Order. Procedures may authorize authentication and delivery pursuant of such Securities. The Company Order shall specify the amount of Securities to oral instructions be authenticated, and shall further specify the amount of the Company such Securities to be issued as a Global Security or a duly authorized agent, which instructions shall be promptly confirmed in writingas Physical Securities. The Trustee in accordance with such Company Order shall authenticate and deliver such Securities in accordance with such instructions and as provided in this IndentureIndenture provided and not otherwise. Prior Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the BoardChief Executive Officer, its President President, its Chief Financial Officer 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 any of these officers on the Securities may be manual or facsimileTreasurer. 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 Upon the initial issuance of the Securities and at any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities executed by the Company to the Trustee for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for the Trustee ("Procedures") as may be specified from time to time by Company Order. Procedures may authorize authentication and delivery pursuant of such Securities. The Company Order shall specify the amount of Securities to oral be authenticated, and shall further specify the amount of such Securities to be issued as a Global Security or as Physical Securities. If Physical Securities are to be authenticated, such Company Order shall also specify the Holders of, and delivery instructions of the Company or a duly authorized agentfor, which instructions shall be promptly confirmed in writingsuch Securities. The Trustee in accordance with such Company Order shall authenticate and deliver such Securities in accordance with such instructions and as provided in this IndentureIndenture provided and not otherwise. Prior Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman any one of the Board, individuals who may sign an Officers’ Certificate on 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 Secretariesbehalf. The signature of any of these officers such Person on the Securities may be manual or facsimile. 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 Note Indenture, the Company may deliver Securities executed by the Company to the Trustee for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 such Securities; and the Trustee in accordance with such Company or a duly authorized agent, which instructions shall be promptly confirmed in writing. The Trustee Order shall authenticate and deliver such Securities in accordance with such instructions and as provided in this IndentureNote Indenture provided and not otherwise. Prior Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Note Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The An Officer of the General Partner on behalf of the Issuer shall execute the Securities by manual, facsimile or Adobe .pdf signature in the name and on behalf of the Issuer. Any notation of Guarantee on the Securities shall be executed on behalf of the Company Guarantor by its Chairman an Officer by manual, facsimile or Adobe .pdf signature in the name and on behalf 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 any of these officers on the Securities may be manual or facsimileGuarantor. Securities and any notation of Guarantee bearing the manual manual, facsimile, or facsimile Adobe .pdf signatures of individuals who were at any time the proper officers of the Company General Partner or the Guarantor, as the case may be, shall bind the CompanyIssuer or the Guarantor, as the case 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. A Security shall not be valid until authenticated by the manual, facsimile or Adobe .pdf signature of the Trustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company Issuer may deliver Securities executed by the Company General Partner on behalf of the Issuer to the Trustee for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 such Securities; and the Trustee in accordance with such Company or a duly authorized agent, which instructions shall be promptly confirmed in writing. The Trustee Order shall authenticate and deliver such Securities in accordance with such instructions and as provided in this Indenture. Prior to upon the delivery Trustee’s receipt of a Security in any such form to the following (upon which the Trustee for authenticationshall be fully protected in relying, the Company shall deliver subject to the Trustee the following:Section 7.02):

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its President Chief Executive Officer, its President, or one of its Vice Presidents under its Presidents, with or without a corporate seal reproduced or impressed thereon thereon, and attested by its Chief Executive Officer, President, Chief Financial Officer, Secretary or one of its Assistant Secretaries. The Any such signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures signature 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 executed by the Company to the Trustee or to its order for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 such Securities, and 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 Company Order shall authenticate and make available for delivery such Securities as provided in this IndentureIndenture provided. Prior Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its President or one of its Vice Presidents under its corporate seal reproduced or impressed thereon and Presidents, attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile 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 executed by the Company to the Trustee for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for the Trustee ("Procedures") as may be specified from time to time by Company Order. Procedures may authorize authentication and delivery pursuant of such Securities. The Company Order shall specify the amount of Securities to oral instructions be authenticated, and shall further specify the amount of the Company such Securities to be issued as a Global Security or a duly authorized agent, which instructions shall be promptly confirmed in writingas Physical Securities. The Trustee in accordance with such Company Order shall authenticate and deliver such Securities in accordance with such instructions and as provided in this IndentureIndenture provided and not otherwise. Prior Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any one of the following: its Chairman of the Board, any Vice Chairman of the Board, its President or Chief Executive Officer, its President, its Chief Financial Officer, one of its Vice Presidents under Presidents, its corporate seal reproduced or impressed thereon and attested by its Secretary Treasurer or one of its Assistant SecretariesTreasurers. The signature of any of these officers such officer on the Securities may be manual manual, facsimile, in the form of a .pdf attachment or facsimileby other means of electronic transmission showing signature. Typographical and other minor errors or defects in any such reproduction of any such signature shall not affect the validity or enforceability of any Security that has been duly authenticated and delivered by the Trustee. Securities bearing the manual or facsimile signatures signature of individuals any individual who were was at any time the proper officers officer of the Company shall bind the Company, notwithstanding that such individuals or any of them have individual has ceased to hold such offices office prior to the authentication and delivery of such 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 Indenture, the Company may deliver Securities executed by the Company to the 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 shall, upon 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 IndentureIndenture provided and not otherwise. Prior to the delivery of a Security in any such form authentication and delivery, and unless otherwise provided for or required under any supplemental indenture, the Trustee shall be provided with, in addition to any Officers’ Certificate and Opinion of Counsel required to be furnished to the Trustee for authenticationpursuant to Section 1.02, and the Company shall deliver Board Resolution and any certificate relating to the Trustee issuance of the followingseries of Securities required to be furnished pursuant to Section 2.02, an Opinion of Counsel stating that:

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its Chief Executive Officer, its President or one of its Vice Presidents Presidents, under a facsimile of its corporate seal reproduced or impressed thereon and attested by its Chief Financial Officer, Secretary or one of its Assistant Secretaries. The Any such signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures signature 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 executed by the Company to the Trustee or to its order for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 such Securities, and 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 Company Order shall authenticate and make available for delivery such Securities as provided in this IndentureIndenture provided and not otherwise. Prior Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman chairman of the BoardBoard of Directors or its president or any vice president or its treasurer, 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 Secretariesbut need not be attested. The signature of any of these officers on the Securities may be manual or facsimile. The Company's seal shall be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. Securities bearing the manual or facsimile signatures of individuals who were at any the time of execution 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 IndentureAgreement, the Company may deliver Securities executed by the Company to the Trustee for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 such Securities; and the Trustee in accordance with such Company or a duly authorized agent, which instructions shall be promptly confirmed in writing. The Trustee Order shall authenticate and deliver such Securities in accordance with such instructions and as provided in this IndentureAgreement and not otherwise. Prior Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Agreement 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 Trustee by manual or facsimile signature of an authorized officer, 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 that the Holder is entitled to the delivery benefits of a Security in any such form to the Trustee for authentication, the Company shall deliver to the Trustee the following:this Agreement.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its President Vice Chairman of the Board, its Chief Executive Officer, its President, its Chief Financial Officer, one of its Executive Vice Presidents, one of its Senior Vice Presidents or one of its Vice Presidents under its corporate seal reproduced or impressed thereon Presidents, and attested by its Chief Operating Officer, Secretary or one of its Assistant Secretaries. The Any such signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures signature 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 executed by the Company to the Trustee or to its order for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 such Securities, and 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 Company Order shall authenticate and make available for delivery such Securities as provided in this IndentureIndenture provided. Prior Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. Subject to the provisions of Sections 3.13 and 3.14, upon the execution and delivery of this Agreement, and at any time and from time to time thereafter, the Company may deliver Certificates executed by the Company to the Agent for authentication, execution on behalf of the Holders and delivery, together with its Issuer Order for authentication of such Certificates, and the Agent in accordance with such Issuer Order shall authenticate, execute on behalf of the Holders and deliver such Certificates. The Securities Certificates shall be executed on behalf of the Company by its 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 SecretariesPresidents. The signature of any of these officers on the Securities Certificates may be manual or facsimile. Securities Certificates 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 even if such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities Certificates or did not hold such offices at the date of such SecuritiesCertificates. At No Purchase Contract evidenced by a Certificate shall be valid until such Certificate has been executed on behalf of the Holder by the manual signature of an authorized signatory of the Agent, as such Holder's attorney-in-fact. Such signature by an authorized signatory of the Agent shall be conclusive evidence that the Holder of such Certificate has entered into the Purchase Contracts evidenced by such Certificate. Each Certificate shall be dated the date of its authentication. No Certificate shall be entitled to any time and from time to time after benefit under this Agreement or be valid or obligatory for any purpose unless there appears on such Certificate a certificate of authentication substantially in the execution and delivery of form provided for in this Indenture, the Company may deliver Securities Agreement executed by an authorized signatory of the Company to Agent by manual signature, and such certificate upon any Certificate shall be conclusive evidence, and the Trustee for authentication. Securities may be only evidence, that such Certificate has been duly 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 under this Indenture. Prior to the delivery of a Security in any such form to the Trustee for authentication, the Company shall deliver to the Trustee the following:Agreement.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its Vice 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 SecretariesPresidents. The signature of any of these officers on the Securities may be manual or facsimile. 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 executed by the Company to the Trustee for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 such Securities; and 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 Company Order shall authenticate and make available for delivery such Securities as provided in this IndentureIndenture provided and not otherwise. Prior No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any of its Chairman of the Board, its President or one of its Vice Presidents Presidents, under its corporate seal reproduced or impressed thereon and attested by its Treasurer or one of its Assistant Treasurers or Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile 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 executed by the Company to the Trustee or to its order for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 such Securities, and 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 Company Order shall authenticate and make available for delivery such Securities as provided in this IndentureIndenture provided and not otherwise. Prior to the delivery of a Security in In connection with any such form to the Trustee Company Order for authentication, an Officers' Certificate and Opinion of Counsel pursuant to Section 1.2 shall be required. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the Company shall deliver to form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the following:only evidence, that such Security has been duly authenticated and delivered hereunder. Each security shall be dated the date of its authentication.

Execution, Authentication, Delivery and Dating. The Securities Notes shall be executed signed on behalf of the Company by its Chairman of the BoardChief Executive Officer, its President Director General, its Chief Operating Officer, or one of its Vice Presidents under its corporate seal reproduced or impressed thereon Chief Financial Officer, and attested by its Secretary Director of Administration, its Treasurer or one of its Assistant Secretariesany other duly authorized officer. The signature of any of these officers on the Securities Such signatures may be manual or facsimilefacsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Notes. Securities Only such Notes as shall bear thereon a certificate of authentication substantially in the form herein before 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 Note executed by the Company shall be conclusive evidence that the Note so authenticated has been duly authenticated and delivered hereunder. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company and the Guarantor 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 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 Notes executed by the Company and the Guarantor to the 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 thereupon authenticate and deliver such Securities in accordance with such instructions and as provided in this Indenture. Prior Notes to the delivery of Company or as directed by a Security in Company Order, without any such form to the Trustee for authentication, further action by the Company or the Guarantor. Each Note shall deliver to be dated the Trustee the following:date of its authentication.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the BoardBoard of Directors, its Chief Executive Officer and President or one of its Executive Vice Presidents under Presidents. If its corporate seal is reproduced or impressed thereon and thereon, then it shall be attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile 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 and, if applicable, having endorsed thereon the 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 notations 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 Subsidiary Guarantees executed as provided in this Indenture. Prior to Section 13.03 by the delivery of a Security in any such form Subsidiary Guarantors to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions as permitted by Sections 2.01 and 3.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee the following:shall be entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel stating,

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its President or Chief Executive Officer, its Chief Operating Officer, one of its Vice Presidents under its corporate seal reproduced or impressed thereon and attested by Presidents, its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile 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 executed by the Company to the Trustee for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for the Trustee ("Procedures") as may be specified from time to time by Company Order. Procedures may authorize authentication and delivery pursuant of such Securities. The Company Order shall specify the amount of Securities to oral instructions be authenticated, and shall further specify the amount of the Company such Securities to be issued as a Global Security or a duly authorized agent, which instructions shall be promptly confirmed in writingas Physical Securities. The Trustee in accordance with such Company Order shall authenticate and deliver such Securities in accordance with such instructions and as provided in this IndentureIndenture provided and not otherwise. Prior Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman chairman of the BoardBoard of Directors or its president or any vice president or its treasurer, 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 Secretariesbut need not be attested. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were were, at any the time of execution, 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 IndentureAgreement, the Company may deliver Securities executed by the Company to the Trustee for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 such Securities; and the Trustee, in accordance with such Company or a duly authorized agentOrder, 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 IndentureAgreement and not otherwise. Prior Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Agreement 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 Trustee, by manual or facsimile signature of an authorized officer, 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 that the Holder is entitled to the delivery benefits of a Security in any such form to the Trustee for authentication, the Company shall deliver to the Trustee the following:this Agreement.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, President and Chief Executive Officer or its Senior Vice 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 SecretariesChief Financial Officer. The Any such signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures signature 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 executed by the Company to the Trustee for authentication. Securities may be authenticated on original issuance from time to time , together with an order for authentication and delivered pursuant delivery (an “Authentication Order”) with respect to such Securities, and the Trustee shall, upon receipt of such Authentication Order, and an Officer’s Certificate and Opinion of Counsel in the form described in Section 1.02, in accordance with procedures reasonably 18 acceptable to the Trustee ("Procedures") set forth in the Authentication Order, and subject to the provisions hereof, authenticate and deliver such Securities to such recipients as may be specified from time to time by Company pursuant to such Authentication Order. Procedures may authorize authentication and delivery pursuant to oral instructions of the Company or a duly authorized agent, which instructions Each Security shall be promptly confirmed dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in writing. The Trustee shall authenticate and deliver such Securities the form provided for in accordance with such instructions and as provided in this Indenture. Prior to the delivery of a Security in any such form to Section 2.04 executed by the Trustee for authenticationby manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman or Uncle of the Board, its President or Vice Chairman of the Board, its Chief Executive Officer, its President, one of its Vice Presidents Presidents, its Chief Financial Officer, its Treasurer or its Controller under a facsimile of its corporate seal reproduced or impressed thereon and attested by its Secretary or one of its Assistant Secretaries. The Any such signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures signature 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 executed by the Company to the Trustee or to its order for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 such Securities, and 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 Company Order shall authenticate and make available for delivery such Securities as provided in this IndentureIndenture provided and not otherwise. Prior Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any one of its Chairman of the Board, its President Chief Executive Officer, its President, or any one of its Vice Presidents Presidents, under a facsimile of its corporate seal reproduced or impressed thereon and attested by its Secretary or one of its Assistant Secretaries. The Any such signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures signature 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 executed by the Company to the Trustee for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 such Securities, and 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 Company Order shall authenticate and make available for delivery such Securities as provided in this IndentureIndenture provided and not otherwise. Prior Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationor the Authenticating Agent by manual signature of an authorized signatory, and such certificate upon such Security shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman one of the Board, its President representatives of the Company entitled to do so by Board Resolution or one by any member of its Vice Presidents under its corporate seal reproduced or impressed thereon and attested by its Secretary or one the Board of its Assistant SecretariesDirectors. The signature of any of these officers on the Securities may be manual or facsimile. 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 Securities, executed by the Company and having Guarantees endorsed thereon by the Guarantor, to the Trustee for authentication. Securities may be authenticated on original issuance from time to time authentication and, provided that the Board Resolution and delivered pursuant Officers’ Certificate or supplemental indenture or indentures with respect to such procedures acceptable Securities referred to in Section 3.01 and a Company Order for the Trustee ("Procedures") as may be specified from time to time by Company Order. Procedures may authorize authentication and delivery pursuant of such Securities have been delivered to oral instructions of the Trustee, the Trustee in accordance with the Company or a duly authorized agent, which instructions shall be promptly confirmed in writing. The Trustee Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities Securities. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in accordance with relation to such instructions and as provided in this Indenture. Prior to the delivery of a Security in any such form to Securities, the Trustee for authenticationshall be entitled to receive, and (subject to Sections 315(a) through 315(d) of the Company Trust Indenture Act) shall deliver to the Trustee the following:be fully protected in relying upon,

Execution, Authentication, Delivery and Dating. Subject to the provisions of Sections 3.13 and 3.14, upon the execution and delivery of this Agreement, and at any time and from time to time thereafter, the Company may deliver Certificates executed by the Company to the Agent for authentication, execution on behalf of the Holders and delivery, together with its Issuer Order for authentication of such Certificates, and the Agent in accordance with such Issuer Order shall authenticate, execute on behalf of the Holders and deliver such Certificates. The Securities Certificates shall be executed on behalf of the Company by its 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 SecretariesPresidents. The signature of any of these officers on the Securities Certificates may be manual or facsimile. Securities Certificates 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 even if such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities Certificates or did not hold such offices at the date of such SecuritiesCertificates. At No Purchase Contract evidenced by a Certificate shall be valid until such Certificate has been executed on behalf of the Holder by the manual signature of an authorized signatory of the Agent, as such Holder's attorney-in-fact. Such signature by an authorized signatory of the Agent shall be conclusive evidence that the Holder of such Certificate has entered into the Purchase Contracts evidenced by such Certificate. Each Certificate shall be dated the date of its authentication. No Certificate shall be entitled to any time and from time to time after benefit under this Agreement or be valid or obligatory for any purpose unless there appears on such Certificate a certificate of authentication substantially in the execution and delivery of form provided for in this Indenture, the Company may deliver Securities Agreement executed by the Company to the 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 an authorized signatory of the Company or a duly authorized agentAgent by manual signature, which instructions and such certificate upon any Certificate shall be promptly confirmed in writing. The Trustee shall authenticate conclusive evidence, and deliver the only evidence, that such Securities in accordance with such instructions Certificate has been duly authenticated and as provided in this Indenture. Prior to the delivery of a Security in any such form to the Trustee for authentication, the Company shall deliver to the Trustee the following:delivered.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman an authorized signatory or authorized signatories 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 SecretariesCompany. The signature of any of these officers signatory on the Securities may be manual or facsimile. 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 executed by the Company and having endorsed (by attachment or imprint) thereon the Guarantees executed as provided in Section 13.2 by the Guarantors, to the Trustee for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 such Securities; and the Trustee in accordance with such Company or a duly authorized agent, which instructions shall be promptly confirmed in writing. The Trustee Order shall authenticate and deliver such Securities in accordance with such instructions and as provided in this IndentureIndenture provided and not otherwise. Prior Each Security shall be dated the date of its authentication. No Security or Guarantee shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver only evidence, that such Security has been duly authenticated and delivered hereunder and that each Guarantee referred to the Trustee the following:therein has been duly executed and delivered hereunder.

Execution, Authentication, Delivery and Dating. Subject to the provisions of Sections 3.13 and 3.14, upon the execution and delivery of this Agreement, and at any time and from time to time thereafter, the Company may deliver Certificates executed by the Company to the Agent for authentication, execution on behalf of the Holders and delivery, together with its Issuer Order for authentication of such Certificates, and the Agent in accordance with such Issuer Order shall authenticate, execute on behalf of the Holders and deliver such Certificates. The Securities Certificates shall be executed on behalf of the Company by its Chairman the Chief Executive Officer, the Chief Financial Officer, the President, any Vice-President, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary (or other officer performing similar functions) of the Board, its President or one of its Vice Presidents under its corporate seal reproduced or impressed thereon Company and attested by its Secretary or one of its Assistant Secretariesdelivered to the Agent. The signature of any of these officers on the Securities Certificates may be manual or facsimile. Securities Certificates 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 Certificates or did not hold such offices at the date of such SecuritiesCertificates. At any time and from time to time after No Purchase Contract evidenced by a Certificate shall be valid until such Certificate has been executed on behalf of the execution and delivery of this Indenture, the Company may deliver Securities executed Holder by the Company to the 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 manual signature of an authorized signatory of the Company or a duly Agent, as such Holder's attorney-in-fact. Such signature by an authorized agent, which instructions signatory of the Agent shall be promptly confirmed in writing. The Trustee shall authenticate and deliver conclusive evidence that the Holder of such Securities in accordance with Certificate has entered into the Purchase Contracts evidenced by such instructions and as provided in this Indenture. Prior to the delivery of a Security in any such form to the Trustee for authentication, the Company shall deliver to the Trustee the following:Certificate.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman an Officer 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 SecretariesCompany. The Any such signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures signature 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 executed by the Company to the Trustee or to its order for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 such Securities, and 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 Company Order shall authenticate and make available for delivery such Securities as provided in this IndentureIndenture provided. Prior Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman chairman of the Boardboard, the chief executive officer, the chief financial officer, the comptroller, its President vice chairman of the board, its president or one of its Vice Presidents vice presidents, under its corporate seal reproduced or impressed thereon and attested by its Secretary secretary or one of its Assistant Secretariesassistant secretaries. The signature of any of these officers on the Securities may be manual or facsimile. 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 executed by the Company to the Trustee for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for the Trustee ("Procedures") as may be specified from time to time by Company Order. Procedures may authorize authentication and delivery pursuant of such Securities. The Company Order shall specify the amount of Securities to oral instructions be authenticated, and shall further specify the amount of the Company such Securities to be issued as a Global Security or a duly authorized agent, which instructions shall be promptly confirmed in writingas Physical Securities. The Trustee in accordance with such Company Order shall authenticate and deliver such Securities in accordance with such instructions and as provided in this IndentureIndenture provided and not otherwise. Prior Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature, the Company and such certificate upon any Security shall deliver to the Trustee the following:be conclusive evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities Notes shall be executed on behalf of the Company (a) by its Chairman of the BoardChief Executive Officer, its President President, its Chief Financial Officer or one any of its Vice Presidents under its corporate seal reproduced or impressed thereon and attested (b) by its Treasurer, any Assistant Treasurer, the Secretary or one any of its Assistant SecretariesVice Presidents. The signature of any of these officers on the Securities may be manual or facsimile. Securities Notes 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 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 Notes executed by the Company to the Trustee for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for the Trustee ("Procedures") as may be specified from time to time by Company Order. Procedures may authorize authentication and delivery pursuant of such Notes. The Company Order shall specify the amount of Notes to oral instructions be authenticated, and shall further specify the amount of the Company such Notes to be issued as a Global Notes or a duly authorized agent, which instructions shall be promptly confirmed in writingas Physical Notes. The Trustee in accordance with such Company Order shall authenticate and deliver such Securities in accordance with such instructions and Notes as provided in this IndentureIndenture provided and not otherwise. Prior Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature, and such certificate upon any Note shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities Notes shall be executed on behalf of the Company Issuer and the Guarantors by its Chairman their Officers who are authorized to act on behalf of the Board, its President Issuer or one of its Vice Presidents under its corporate seal reproduced or impressed thereon and attested by its Secretary or one of its Assistant Secretariesthe Guarantors (as applicable). The signature of any of these officers Officers on the Securities Notes may be manual or facsimile. Securities Notes or Subordinated Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper officers Officers of the Company Issuer or the Guarantors, as the case may be, shall bind the CompanyIssuer or the Guarantors, 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 Subordinated Guarantee (as the case may be), or did not hold such offices at the date of such SecuritiesNotes or Subordinated Guarantee (as the case may be). At any time and from time to time after the execution and delivery of this Indenture, the Company Issuer may deliver Securities Notes executed by the Company Issuer having endorsed thereon Subordinated Guarantees of the Guarantors, to the Trustee for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with an Order for 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 such Notes; and the Company or a duly authorized agent, which instructions Trustee in accordance with such Order shall be promptly confirmed in writing. The Trustee shall manually authenticate and deliver such Securities in accordance with Notes having such instructions and Subordinated Guarantees endorsed thereon as provided in this Indenture. Prior In authenticating such Notes, and accepting the additional responsibilities under this Indenture in relation to the delivery of a Security in any such form to Notes, the Trustee for authenticationshall be entitled to receive or rely on, the Company and shall deliver to the Trustee the followingbe fully protected in relying upon:

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any of its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents Presidents, under its corporate seal reproduced or impressed thereon and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile 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 Trustee for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 such Securities; and the Trustee in accordance with such Company or a duly authorized agent, which instructions shall be promptly confirmed in writing. The Trustee Order shall authenticate and deliver such Securities in accordance with such instructions and as provided in this IndentureIndenture provided and not otherwise. Prior Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities Debentures shall be executed on behalf of the Company by its 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 SecretariesPresidents. The signature of any of these officers on the Securities Debentures may be manual or facsimile. Securities Debentures 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 Debentures or did not hold such offices at the date of such SecuritiesDebentures. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities Debentures executed by the Company to the Trustee for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 such Debentures; and 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 Company Order shall authenticate and make available for delivery such Debentures as provided in this IndentureIndenture provided and not otherwise. Prior No Debenture shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Debenture a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature, and such certificate upon any Debenture shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Debenture has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its Chief Executive Officer, 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 SecretariesPresidents. The Any such signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures signature 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 executed by the Company to the Trustee or to its order for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 such Securities, and 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 Company Order shall authenticate and make available for delivery such Securities as provided in this IndentureIndenture provided. Prior Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its Chief Executive Officer, its President or one of its Vice Presidents Presidents, under a facsimile of its corporate seal reproduced or impressed thereon and attested by its Secretary or one of its Assistant Secretaries. The Any such signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures signature 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 executed by the Company to the Trustee or to its order for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 such Securities, and the Company Trustee or a duly authorized agent, which instructions shall be promptly confirmed in writing. The Trustee shall authenticate and deliver such Securities an Authenticating Agent in accordance with such instructions Company Order shall authenticate and make available for delivery such Securities as provided in this IndentureIndenture provided and not otherwise. Prior to the delivery of a Security in In connection with any such form to the Trustee Company Order for authentication, an Officers' Certificate and Opinion of Counsel pursuant to Section 1.02 shall not be required. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the Company shall deliver to form provided for execution by the Trustee the following:or an Authenticating Agent by manual signature of an authorized

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any of its Chairman of the Board, its Vice 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 SecretariesPresidents. The signature of any of these officers on the Securities may be manual or facsimile. 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 Trustee for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 such Securities; and the Trustee in accordance with such Company or a duly authorized agent, which instructions shall be promptly confirmed in writing. The Trustee Order shall authenticate and deliver such Securities in accordance with such instructions and as provided in this IndentureIndenture provided and not otherwise. Prior Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company Issuer by its Chairman of the Board, its President or one of its Vice Presidents under its corporate seal reproduced or impressed thereon and Presidents, attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company Issuer shall bind the Company, such Person 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 issuance 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 to the 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 Issuer to the Trustee for authentication, together with an Issuer Order for the Company shall deliver to authentication and delivery of such Securities, and the Trustee in accordance with the followingIssuer Order shall authenticate and deliver such Securities. If any Security shall be represented by a permanent 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 or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with the original issuance of such beneficial owner's interest in such permanent Global Security. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive and (subject to Section 7.01) shall be fully protected in relying upon the documents specified in Section 314 of the Trust Indenture Act, and, in addition:

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any two of the following persons: its Chairman of the Board, its President Chief Executive Officer, its President, or one any of its Vice Presidents Presidents, under a facsimile of its corporate seal reproduced or impressed thereon and attested by its Secretary or one of its Assistant Secretaries. The Any such signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures signature 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 executed by the Company to the Trustee for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 such Securities, and 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 Company Order shall authenticate and make available for delivery such Securities as provided in this IndentureIndenture provided and not otherwise. Prior to the delivery of a Security in In connection with any such form to the Trustee Company Order for authentication, a compliance certificate and Opinion of Counsel pursuant to Section 1.2 shall not be required. Each Security shall be dated the Company date of its authentication. No Security shall deliver be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee or the following:Authenticating Agent by manual signature of an authorized signatory, and such certificate upon such Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its President Vice Chairman of the Board, its Chief Executive Officer, its President, its Chief Financial Officer, or one of its Vice Presidents under its corporate seal reproduced or impressed thereon Presidents, and attested by its Secretary or one of its Assistant Secretaries. The Any such signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures signature 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 executed by the Company to the Trustee or to its order for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 such Securities, and 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 Company Order shall authenticate and make available for delivery such Securities as provided in this IndentureIndenture provided. Prior Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its President Vice Chairman of the Board, its Chief Executive Officer, its President, or one of its Vice Presidents under its Presidents, with or without a corporate seal reproduced or impressed thereon thereon, and attested by its Chief Executive Officer, President, Chief Financial Officer, Secretary or one of its Assistant Secretaries. The Any such signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures signature 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 executed by the Company to the Trustee or to its order for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 such Securities, and 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 Company Order shall authenticate and make available for delivery such Securities as provided in this IndentureIndenture provided and not otherwise. Prior Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its President President, its Chief Executive Officer or one of its Vice Presidents under its corporate seal reproduced or impressed thereon and attested by its Secretary or one of its Assistant SecretariesPresidents. The signature of any of these officers on the Securities may be manual or facsimile. 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 executed by the Company to the Trustee for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 such Securities; and the Trustee in accordance with such Company or a duly authorized agent, which instructions shall be promptly confirmed in writing. The Trustee Order shall authenticate and deliver such Securities in accordance with such instructions and as provided in this IndentureIndenture and not otherwise. Prior No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman any two Directors 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 SecretariesCompany. The signature of any of these officers on the Securities may be manual or facsimile. 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 executed by the Company to the Trustee for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 such Securities; and the Trustee in accordance with such Company or a duly authorized agent, which instructions shall be promptly confirmed in writing. The Trustee Order shall authenticate and deliver such Securities as in this Indenture provided and not otherwise. In authenticating the Securities pursuant to this Section, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel stating, that such Securities have been duly and validly issued in accordance with the terms of the Indenture, and are entitled to all the rights and benefits set forth herein. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such instructions and as Security a certificate of authentication substantially in the form provided in this Indenture. Prior to the delivery of a Security in any such form to for herein executed by the Trustee for authenticationby manual signature, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company (a) by its Chairman of the BoardChief Executive Officer, its President President, its Chief Financial Officer or one any of its Vice Presidents under its corporate seal reproduced or impressed thereon and attested (b) by its Treasurer, any Assistant Treasurer, the Secretary or one any of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimileVice Presidents. 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 executed by the Company to the Trustee for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for the Trustee ("Procedures") as may be specified from time to time by Company Order. Procedures may authorize authentication and delivery pursuant of such Securities. The Company Order shall specify the amount of Securities to oral instructions be authenticated, and shall further specify the amount of the Company such Securities to be issued as a Global Security or a duly authorized agent, which instructions shall be promptly confirmed in writingas Physical Securities. The Trustee in accordance with such Company Order shall authenticate and deliver such Securities in accordance with such instructions and as provided in this IndentureIndenture provided and not otherwise. Prior Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman an authorized signatory or authorized signatories 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 SecretariesCompany. The signature of any of these officers shareholders on the Securities may be manual or facsimile. 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 executed by the Company and having endorsed (by attachment or imprint) thereon the Guarantee executed as provided in Section 13.2 by the Guarantors, to the Trustee for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 such Securities; and the Trustee in accordance with such Company or a duly authorized agent, which instructions shall be promptly confirmed in writing. The Trustee Order shall authenticate and deliver such Securities in accordance with such instructions and as provided in this IndentureIndenture provided and not otherwise. Prior Each Security shall be dated the date of its authentication. No Security or Guarantee shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver only evidence, that such Security has been duly authenticated and delivered hereunder and that each Guarantee referred to the Trustee the following:therein has been duly executed and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company Issuer by its Chairman of the BoardChief Executive, its President Finance Director or one of its Vice Presidents other Directors, or by its Treasurer, under a facsimile of its corporate seal reproduced or impressed thereon and attested by its Company Secretary or one of its Assistant Company Secretaries. The Any such signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures signature of individuals who were at any time the proper officers of the Company Issuer shall bind the Company, Issuer 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 executed by the Company Issuer to the Trustee or to its order for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with an Issuer Order for 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 such Securities, and 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 Issuer Order shall authenticate and make available for delivery such Securities as provided in this IndentureIndenture provided and not otherwise. Prior Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman Chairperson of the Board, its President or Vice Chairperson of the Board, its Chief Executive Officer, its President, one of its Vice Presidents Presidents, its Chief Financial Officer, its principal financial officer, its principal accounting officer, its Treasurer or its Controller under a facsimile of its corporate seal reproduced or impressed thereon and attested by its Secretary or one of its Assistant Secretaries. The Any such signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures signature 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 executed by the Company to the Trustee or to its order for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 such Securities, and 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 Company Order shall authenticate and make available for delivery such Securities as provided in this IndentureIndenture and not otherwise. Prior Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities Debentures shall be executed on behalf of the Company by its Chairman of the Board, its President or one of its Vice Presidents Presidents, under its corporate seal reproduced or impressed thereon and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities Debentures may be manual or facsimile. Securities Debentures 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 Debentures or did not hold such offices at the date of such SecuritiesDebentures. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities Debentures executed by the Company to the Trustee for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 such Debentures; and the Trustee in accordance with such Company or a duly authorized agent, which instructions shall be promptly confirmed in writing. The Trustee Order shall authenticate and deliver such Securities in accordance with such instructions and Debentures as provided in this IndentureIndenture provided and not otherwise. Prior Each Debenture shall be dated the date of its authentication. No Debenture shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Debenture a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature, and such certificate upon any Debenture shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Debenture has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities PRs shall be executed on behalf of the Company by its Chairman chairman of the BoardBoard of Directors or its president or any vice president or its treasurer, 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 Secretarieswhich may, but need not, be attested. The signature of any of these officers on the Securities PRs may be manual or facsimile. Securities PRs 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 PRs or did not hold such offices at the date of such SecuritiesPRs. At any time and from time to time after the execution and delivery of this IndentureAgreement, the Company may deliver Securities PRs executed by the Company to the Trustee for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 such PRs; and the Trustee in accordance with such Company or a duly authorized agent, which instructions shall be promptly confirmed in writing. The Trustee Order shall authenticate and deliver such Securities in accordance with such instructions and PRs as provided in this IndentureAgreement and not otherwise. Prior Each PR shall be dated the date of its authentication. No PR shall be entitled to any benefit under this Agreement or be valid or obligatory for any purpose unless there appears on such PR a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of an authorized officer, and such certificate upon any PR shall be conclusive evidence, and the only evidence, that such PR has been duly authenticated and delivered hereunder and that the Holder is entitled to the delivery benefits of a Security in any such form to the Trustee for authentication, the Company shall deliver to the Trustee the following:this Agreement.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its President Vice Chairman of the Board, its Chief Executive Officer, its President, its Chief Financial Officer or one of its Vice Presidents under its corporate seal reproduced or impressed thereon and attested by its Secretary or one of its Assistant SecretariesPresidents. The Any such signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures signature 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 executed by the Company to the Trustee or to its order for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 such Securities, and 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 Company Order shall authenticate and make available for delivery such Securities as provided in this IndentureIndenture provided and not otherwise. Prior Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents Presidents, under its corporate seal reproduced or impressed thereon and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile 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 executed by the Company to the Trustee for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for the Trustee ("Procedures") as may be specified from time to time by Company Order. Procedures may authorize authentication and delivery pursuant of such Securities. The Company Order shall specify the amount of Securities to oral instructions be authenticated, and shall further specify the amount of the Company such Securities to be issued as a Global Security or a duly authorized agent, which instructions shall be promptly confirmed in writingas Physical Securities. The Trustee in accordance with such Company Order shall authenticate and deliver such Securities in accordance with such instructions and as provided in this IndentureIndenture provided and not otherwise. Prior Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman chairman of the BoardBoard of Directors or any vice chairman of the Board of Directors or its president or any vice president or its treasurer, 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 Secretarieswhich may, but need not, be attested. The signature of any of these officers on the Securities may be manual or facsimile. 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 IndentureAgreement, the Company may deliver Securities executed by the Company to the Trustee for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 such Securities; and the Trustee in accordance with such -18- 84 Company or a duly authorized agent, which instructions shall be promptly confirmed in writing. The Trustee Order shall authenticate and deliver such Securities in accordance with such instructions and as provided in this IndentureAgreement and not otherwise. Prior Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Agreement 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 Trustee by manual signature of an authorized officer, 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 that the Holder is entitled to the delivery benefits of a Security in any such form to the Trustee for authentication, the Company shall deliver to the Trustee the following:this Agreement.

Execution, Authentication, Delivery and Dating. The Securities Debentures shall be executed on behalf of the Company Bank by its Chairman of the Board, its President or one of its Vice Presidents under and by its corporate seal reproduced Treasurer or impressed thereon and attested by one of its Assistant Treasurers or its Secretary or one of its Assistant Secretaries, under its corporate seal reproduced thereon. The signature of any or all of these such officers on the Securities Debentures may be manual or facsimile. Securities Debentures bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company Bank shall bind the CompanyBank, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities Debentures or did not hold such offices at the date of such SecuritiesDebentures. At any time and from time to time after the execution and delivery of this Indenture, the Company Bank may deliver Securities Debentures executed by the Company to the 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 Bank to the Trustee for authentication, together with an Order of the Company shall deliver to Bank for the authentication and delivery of such Debentures, and the Trustee shall authenticate such Debentures as in this Indenture provided and not otherwise. Each Debenture shall be dated the following:date of its authentication. No Debenture shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Debenture a certificate of authentication substantially in the form provided for in Exhibit A hereto, executed by the Trustee by manual signature of one of its authorized officers, and such certificate upon any Debenture shall be conclusive evidence, and the only evidence, that such Debenture has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its President or Vice Chairman, its President, one of its Vice Presidents under or its corporate seal reproduced or impressed thereon and attested by its Secretary or one of its Assistant SecretariesSecretary. The signature of any of these officers on the Securities may be manual or facsimile. 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 executed by the Company to the Trustee for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 such Securities; and 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 Company Order shall authenticate and make available for delivery such Securities as provided in this IndentureIndenture and not otherwise. Prior Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company and the Guarantor by their respective Chairman of the Board, its Vice Chairman of the Board, its President or one of its the respective Vice Presidents Presidents, under its their corporate seal seals reproduced or impressed thereon and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or the Guarantor shall bind the CompanyCompany or the Guarantor, as the case 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 Indenture, the Company may deliver Securities executed by the Company to and the 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 Guarantor to the Trustee for authentication, together with a Company Order for the Company shall deliver to authentication and delivery of such Securities; and the Trustee in accordance with such Company Order shall authenticate and make available for delivery such Securities as in this Indenture provided and not otherwise. Each Security shall be dated the following:date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities ---------------------------------------------- shall be executed on behalf of the Company by its Chairman of the Board, its President Chief Executive Officer, its President, its Chief Operating Officer or one of its Vice Presidents under its Presidents, with or without a corporate seal reproduced or impressed thereon thereon, and attested by its Chief Executive Officer, President, Chief Financial Officer, Secretary or one of its Assistant Secretaries. The Any such signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures signature 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 executed by the Company to the Trustee or to its order for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 such Securities, and 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 Company Order shall authenticate and make available for delivery such Securities as provided in this IndentureIndenture provided. Prior Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman chairman of the BoardBoard of Directors, its President vice chairman of the Board of Directors, its president or one of its Vice Presidents vice presidents, under its corporate seal reproduced or impressed thereon and attested by its Secretary secretary or one of its Assistant Secretariesassistant secretaries. The signature of any of these officers on the Securities may be manual or facsimile. 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 executed by the Company to the Trustee for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 such Securities; and 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 Company Order shall authenticate and make available for delivery such Securities as provided in this IndentureIndenture and not otherwise. Prior No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its President or Vice Chairman of the Board, its Chief Executive Officer, its President, one of its Vice Presidents under Presidents, its corporate seal reproduced Chief Financial Officer, its Treasurer or impressed thereon its Controller and attested by its Secretary or one of its Assistant Secretaries. The Any such signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures signature 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 executed by the Company to the Trustee or to its order for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 such Securities, and 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 Company Order shall authenticate and make available for delivery such Securities as provided in this IndentureIndenture and not otherwise. Prior Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by the Parent, in its Chairman capacity as the general partner of the BoardCompany, 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 any or all of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company Parent, as general partner 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 executed by the Company Parent, as general partner of the Company, to the Trustee for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 such Securities; and the Trustee in accordance with such Company or a duly authorized agent, which instructions shall be promptly confirmed in writing. The Trustee Order shall authenticate and deliver such Securities in accordance with such instructions and as provided in this IndentureIndenture provided and not otherwise. Prior Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities ----------------------------------------------- Debentures shall be executed on behalf of the Company by its Chairman of the Board, its President or one of its Vice Presidents Presidents, under its corporate seal reproduced or impressed thereon and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities Debentures may be manual or facsimile. Securities Debentures 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 Debentures or did not hold such offices at the date of such SecuritiesDebentures. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities Debentures executed by the Company to the Trustee for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 such Debentures; and the Trustee in accordance with such Company or a duly authorized agent, which instructions shall be promptly confirmed in writing. The Trustee order shall authenticate and deliver such Securities in accordance with such instructions and Debentures as provided in this IndentureIndenture provided and not otherwise. Prior Each Debenture shall be dated the date of its authentication. No Debenture shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Debenture a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature, and such certificate upon any Debenture shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Debenture has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities Debentures shall be executed on behalf of the Company by its Chairman of the Board, its President or one of its Vice Presidents under its corporate seal reproduced or impressed thereon Presidents, and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities Debentures may be manual or facsimile. Securities Debentures 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 Debentures or did not hold such offices at the date of such SecuritiesDebentures. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities Debentures executed by the Company to the Trustee for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 such Debentures; and the Trustee in accordance with such Company or a duly authorized agent, which instructions shall be promptly confirmed in writing. The Trustee Order shall authenticate and deliver such Securities in accordance with such instructions and Debentures as provided in this IndentureIndenture provided and not otherwise. Prior Each Debenture shall be dated the date of its authentication. No Debenture shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Debenture a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature, and such certificate upon any Debenture shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Debenture has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its the Chairman of the BoardBoard of Directors, its President 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 any of these officers on the Securities may be manual or facsimilePresidents. 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 executed by the Company to the Trustee for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for the Trustee ("Procedures") as may be specified from time to time by Company Order. Procedures may authorize authentication and delivery pursuant of such Securities. The Company Order shall specify the amount of Securities to oral be authenticated, and shall further specify the amount of such Securities to be issued as a Global Security or as Physical Securities. If Physical Securities are to be authenticated, such Company Order shall also specify the Holders of, and delivery instructions of the Company or a duly authorized agentfor, which instructions shall be promptly confirmed in writingsuch Securities. The Trustee in accordance with such Company Order shall authenticate and deliver such Securities in accordance with such instructions and as provided in this IndentureIndenture provided and not otherwise. Prior Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Debt Securities shall be executed on behalf of the Company by its Chairman of the Board, its President or one of its Vice Presidents under its corporate seal imprinted or otherwise reproduced thereon. Pass-through Securities shall be executed on behalf of the Trustee by an authorized officer of the Trustee under its seal imprinted or impressed thereon and attested by its Secretary or one of its Assistant Secretariesotherwise reproduced thereon. The signature of any of these officers on the Securities may be manual or by facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or the Trustee shall bind the CompanyCompany or the Trustee, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and or delivery of such Securities or did not hold such offices at the date of authentication or delivery of such Securities. At Each Security shall bear on its face the Delivery Date and be dated as of the date of its authentication. No Security shall be entitled to any time and from time to time after benefit under the execution and delivery Trust Agreement or be valid or obligatory for any purpose, unless there appears on such Security a certificate of this Indenture, the Company may deliver Securities authentication executed by the Company Trustee or, upon compliance with Section 8.14, by any Authenticating Agent by the manual signature of one of its authorized officers in substantially the following form: This is one of the Securities referred to in the within-mentioned Trust Agreement. (Trustee), As Trustee for authentication. Securities may By___________________________________________ Authorized Officer Such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly 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, the Company shall deliver to the Trustee the following:hereunder.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its President or one of Chief Executive Officer, its Vice Presidents under its corporate seal reproduced or impressed thereon and attested by its Secretary Chief Operating Officer or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile 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 executed by the Company to the Trustee for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for the Trustee ("Procedures") as may be specified from time to time by Company Order. Procedures may authorize authentication and delivery pursuant of such Securities. The Company Order shall specify the amount of Securities to oral instructions be authenticated, and shall further specify the amount of the Company such Securities to be issued as a Global Security or a duly authorized agent, which instructions shall be promptly confirmed in writingas Physical Securities. The Trustee in accordance with such Company Order shall authenticate and deliver such Securities in accordance with such instructions and as provided in this IndentureIndenture provided and not otherwise. Prior Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company Issuer by its Chairman of the BoardChief Executive, its President Finance Director or one of its Vice Presidents other Directors, or by its Treasurer, under a facsimile of its corporate seal reproduced or impressed thereon and attested by its Company Secretary or one of its Assistant Company Secretaries. The Any such signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures signature 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 executed by the Company Issuer to the Trustee or to its order for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with an Issuer Order for 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 such Securities, and 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 Issuer Order shall authenticate and make available for delivery such Securities as provided in this IndentureIndenture provided and not otherwise. Prior Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, President, Vice President serving as Chief Financial Officer or its President or one of its Vice Presidents Treasurer under its corporate seal reproduced or impressed thereon and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. The seal of the Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Typo graphical 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. 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 Trustee or to its order for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 such Securities, and the Trustee in accordance with such Company or a duly authorized agent, which instructions shall be promptly confirmed in writing. The Trustee Order shall authenticate and deliver such Securities Securities. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in accordance with relation to such instructions and as provided in this Indenture. Prior to the delivery of a Security in any such form to Securities, the Trustee for authenticationshall be entitled to receive, the Company and (subject to Section 6.1) shall deliver to the Trustee the following:be fully protected in relying upon, an Opinion of Counsel stating,

Execution, Authentication, Delivery and Dating. Subject to the provisions of Sections 3.13 and 3.14 hereof, upon the execution and delivery of this Agreement, and at any time and from time to time thereafter, the Company may deliver Certificates executed by the Company to the Purchase Contract Agent for authentication, execution on behalf of the Holders and delivery, together with its Issuer Order for authentication of such Certificates, and the Purchase Contract Agent in accordance with such Issuer Order shall authenticate, execute on behalf of the Holders and deliver such Certificates. The Securities Certificates shall be executed on behalf of the Company by its 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 SecretariesPresidents. The signature of any of these officers on the Securities Certificates may be manual or facsimile. Securities Certificates 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 Certificates or did not hold such offices at the date of such SecuritiesCertificates. At any time and from time to time after No Purchase Contract evidenced by a Certificate shall be valid until such Certificate has been executed on behalf of the execution and delivery of this Indenture, the Company may deliver Securities executed Holder by the Company to the 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 manual signature of an authorized signatory of the Company or a duly Purchase Contract Agent, as such Holder's attorney-in-fact. Such signature by an authorized agent, which instructions signatory of the Purchase Contract Agent shall be promptly confirmed in writingconclusive evidence that the Holder of such Certificate has entered into the Purchase Contracts evidenced by such Certificate. The Trustee Each Certificate shall authenticate and deliver such Securities in accordance with such instructions and as provided in this Indenture. Prior to be dated the delivery date of a Security in any such form to the Trustee for its authentication, the Company shall deliver to the Trustee the following:.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company Corporation by its Chairman any two Officers holding one or more of the Boardfollowing offices: chairman of the board, its President president, executive vice-president, vice-president, treasurer or one secretary of its Vice Presidents under its corporate seal reproduced or impressed thereon and attested by its Secretary or one of its Assistant Secretariesthe Corporation. The Any such signature of any of these officers on the Securities may be manual or facsimileprinted or otherwise mechanically reproduced and may, but need not be, under or accompanied by the corporate seal of the Corporation or a reproduction thereof. Securities bearing the manual printed or facsimile signatures otherwise mechanically reproduced signature of individuals any Person who were was at any time the proper officers Officer of the Company Corporation shall bind the CompanyCorporation, notwithstanding that such individuals or any of them have Person has ceased to hold such offices office 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 executed by the Company Corporation to the Trustee Registrar, together with a Corporation Order 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 such Securities, and the Company or a duly authorized agent, which instructions shall be promptly confirmed Registrar in writing. The Trustee accordance with such Corporation Order shall authenticate and deliver such Securities in accordance with such instructions and as provided in this IndentureIndenture provided and not otherwise. Prior The date of issue of each Security shall be as specified in the Terms of the relevant series. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Security a certificate of authentication substantially in the delivery of a Security form provided for herein (or in any such other form as may be agreed to by the Trustee for authenticationand the Corporation) executed by the Registrar by the manual signature of one of its authorized officers, and such certificate upon any Security shall be conclusive evidence, and the Company only evidence, that such Security has been duly authenticated and delivered hereunder. The Securities shall deliver to be typewritten, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner, all as determined by the Trustee the following:Officers executing such Securities, as evidenced by their signing of such Securities.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its President Vice Chairman of the Board, its Chief Executive Officer, its President, its Chief Financial Officer, one of its Executive Vice Presidents, one of its Senior Vice Presidents or one of its Vice Presidents under its corporate seal reproduced or impressed thereon Presidents, and attested by its Secretary Chief Financial Officer, Clerk or one of its Assistant SecretariesClerks. The Any such signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures signature of individuals who were at any time the proper officers of the Company at the time of execution 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 executed by the Company to the Trustee or to its order for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 such Securities, and 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 Company Order shall authenticate and make available for delivery such Securities as provided in this IndentureIndenture provided. Prior Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its President and Chief Executive Officer, or one of its it Vice Presidents under its corporate seal reproduced or impressed thereon Presidents, and attested by its Chief Financial Officer, Secretary or one of its Assistant Secretaries. The Any such signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures signature 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 executed by the Company to the Trustee or to its order for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 such Securities, and 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 Company Order shall authenticate and make available for delivery such Securities as provided in this IndentureIndenture provided. Prior Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company Issuer by its Chairman of the Board, its President or one of its Vice Presidents under its corporate seal reproduced or impressed thereon and Presidents, attested by its Secretary or one of its Assistant Secretaries, and may be under its corporate seal reproduced thereon. The signature of any of these officers and the corporate seal, if any, on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company Issuer shall bind the Company, such Person 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 issuance 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 to the 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 Issuer to the Trustee for authentication, together with an Issuer Order for the Company shall deliver to authentication and delivery of such Securities, and the Trustee in accordance with the followingIssuer Order shall authenticate and deliver such Securities. If any Security shall be represented by a permanent 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 or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with the original issuance of such beneficial owner’s interest in such permanent Global Security. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive and (subject to Section 7.01) shall be fully protected in relying upon the documents specified in Section 314 of the Trust Indenture Act, and, in addition:

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its President or one of its Vice Presidents Presidents, under its corporate seal reproduced or impressed thereon and attested by its Secretary or one of its Assistant SecretariesSecretaries except no corporate seal shall be required for Temporary Securities issued pursuant to Section 3.04; provided, further, that any person duly designated by the Chairman of the Board, the President, a Vice-President or any other officer of the Company may execute the securities on behalf of any or all such persons listed above. The signature of any of these officers on the Securities may be manual or facsimile. 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 executed by the Company to the Trustee for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 such Securities; and the Trustee in accordance with such Company or a duly authorized agent, which instructions shall be promptly confirmed in writing. The Trustee order shall authenticate and deliver such Securities in accordance with such instructions and as provided in this IndentureIndenture provided and not otherwise. Prior Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature, and such certificate upon any Security shall be conclusive evidence, 29 and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its President Vice Chairman of the Board, its Chief Executive Officer, its President, its Chief Financial Officer, one of its Executive Vice Presidents, or one of its Vice Presidents under its corporate seal reproduced or impressed thereon Presidents, and attested by its Secretary or one of its Assistant Secretaries. The Any such signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures signature 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 executed by the Company to the Trustee or to its order for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 such Securities, and 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 Company Order shall authenticate and make available for delivery such Securities as provided in this IndentureIndenture provided. Prior Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities of any series shall be executed on behalf of the Company by its Chairman of the Board, President and Chief Executive Officer, or its Senior Vice 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 SecretariesChief Financial Officer. The Any such signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures signature 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 executed by the Company to the Trustee for authentication. Securities may be authenticated on original issuance from time to time , together with an order for authentication and delivered pursuant delivery (an “Authentication Order”) with respect to such Securities, and the Trustee shall, upon receipt of such Authentication Order, and an Officers’ Certificate and Opinion of Counsel in the form described in Section 1.02, in accordance with procedures reasonably acceptable to the Trustee ("Procedures") set forth in the Authentication Order, and subject to the provisions hereof, authenticate and deliver such Securities to such recipients as may be specified from time to time by Company pursuant to such Authentication Order. Procedures may authorize authentication and delivery pursuant to oral instructions of the Company or a duly authorized agent, which instructions Each Security shall be promptly confirmed dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in writing. The Trustee shall authenticate and deliver such Securities in accordance with such instructions and as the form provided in this Indenture. Prior to the delivery of a Security in any such form to for herein executed by the Trustee for authenticationby manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities of any series shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents under its corporate seal reproduced or impressed thereon Chief Financial Officer and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile 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 on the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for delivery: (1) 1998 Initial Notes, (2) one or more other series of Initial Notes as the Company may deliver Securities executed by the Company elect to the Trustee for authentication. Securities may be authenticated on original issuance issue from time to time and delivered pursuant to Section 3.1(a) and (3) Exchange Notes for issue only in a Registered Exchange Offer, and only in exchange for Initial Notes of such procedures acceptable to the Trustee ("Procedures") as may be specified from time to time by series of an equal principal amount, in each case upon a Company Order. Procedures may authorize authentication and delivery pursuant to oral instructions Such Company Order shall specify the amount of the Company Securities to be authenticated and the date on which the original issue of such series of Securities is to be authenticated and whether the Securities are to be Initial Notes or a duly authorized agent, which instructions Exchange Notes. Each Security shall be promptly confirmed dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in writing. The Trustee shall authenticate and deliver such Securities in accordance with such instructions and as the form provided in this Indenture. Prior to the delivery of a Security in any such form to for herein executed by the Trustee for authenticationby manual signature, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities Debentures shall be executed on behalf of the Company by its 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 any of these officers on the Securities Debentures may be manual or facsimile. Securities Debentures 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 Debentures or did not hold such offices at the date of such SecuritiesDebentures. At any time and from time to time after Upon the execution and delivery of this Indenture, the Company or from time to time thereafter, Debentures may deliver Securities be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Securities to or upon Company Order without any further action by the Company. Securities Debentures may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to the Trustee ("ProceduresPROCEDURES") 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 Each Debenture shall authenticate and deliver be dated the date of its authentication. No Debenture shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Securities Debenture a certificate of authentication substantially in accordance with such instructions and as the form provided in this Indenture. Prior to the delivery of a Security in any such form to for herein executed by the Trustee for authenticationby the manual signature of one of its authorized officers, and such certificate upon any Debenture shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Debenture has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its President Chief Executive Officer, its President, its Chief Financial Officer or one of its Vice Presidents Presidents, under its corporate seal or a facsimile thereof reproduced or impressed thereon and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile 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 executed by the Company to the Trustee for authentication. Securities may be authenticated on original issuance , together with a Company Order for the authentication and delivery of such Securities; and the Trustee in accordance with such Company Order shall either at one time or from time to time and delivered pursuant to such procedures acceptable to the Trustee ("Procedures") instructions 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 described therein authenticate and deliver such Securities in accordance with such instructions and as provided in this IndentureIndenture provided and not otherwise. Prior Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein duly executed by the Trustee for authenticationby manual signature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder and is

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its President Vice Chairman of the Board, its Chief Executive Officer, its President, its Chief Financial Officer, one of its Executive Vice Presidents, one of its Senior Vice Presidents or one of its Vice Presidents under its corporate seal reproduced or impressed thereon Presidents, and attested by its Chief Financial Officer, Secretary or one of its Assistant Secretaries. The Any such signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures signature of individuals who were at any time the proper officers of the Company at the time of execution 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 executed by the Company to the Trustee or to its order for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 such Securities, and 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 Company Order shall authenticate and make available for delivery such Securities as provided in this Indenture. Prior Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its 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 any of these officers on the Securities may be manual or facsimilePresidents. Securities bearing the manual or facsimile signatures of individuals who were at any the time of execution of the 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 authentication of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities executed by the Company to the Trustee for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 writingsuch Securities. The Trustee Company Order shall specify the amount of Securities to be authenticated, and shall further specify the amount of such Securities to be issued as a Global Security or as Physical Securities. The Trustee, in accordance with such Company Order, shall authenticate and deliver such Securities in accordance with such instructions and as provided in this IndentureIndenture and not otherwise. Prior The Company initially appoints The Depository Trust Company to act as Depositary with respect to the delivery Global Securities. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a Security certificate of authentication substantially in any such the form to provided for herein executed by the Trustee for authenticationby manual signature, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company Company, in each case by its Chairman of the Board, its Vice Chairman of the Board, its Chief Executive Officer, its President or one of its Senior Vice Presidents or one of its Vice Presidents, under an impression of its corporate seal or a facsimile of its corporate seal reproduced or impressed thereon and attested by its Treasurer or one of its Assistant Treasurers or Secretary or one of its Assistant Secretaries. The Any such signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures signature of an individual or individuals who were at any time the proper officer or 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 executed by the Company to the Trustee or to its order for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable authentication (or to the Trustee ("Procedures") as may be specified from time to time by Company Order. Procedures may authorize Paying Agent), together with an Issuer Order for the authentication and delivery pursuant to oral instructions of such Securities, and the Company Trustee or a duly authorized agent, which instructions shall be promptly confirmed in writing. The Trustee shall authenticate and deliver such Securities an Authenticating Agent in accordance with such instructions Issuer Order shall authenticate and make available for delivery such Securities as provided in this IndentureIndenture provided and not otherwise. Prior to the delivery of a Security in In connection with any such form to the Trustee Issuer Order for authentication, an Officers' Certificate and Opinion of Counsel pursuant to Section 1.02 shall be required. Each Security shall be dated the Company shall deliver date of its authentication. In authenticating the Securities and in accepting the additional responsibilities under the Indenture in relation to such Securities, the Trustee the followingshall be entitled to receive and shall be fully protected in relying upon:

Execution, Authentication, Delivery and Dating. -21- The Securities shall be executed on of behalf of to the Company by its Chairman of the Board, its President or one of its Vice Presidents Presidents, under its corporate seal reproduced or impressed thereon and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile 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 executed by the Company to the Trustee for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 agentsuch Securities, which instructions shall be promptly confirmed Company Order, if given in writing. The connection with Optional Debentures, states that such Optional Debentures are issued in accordance with Section 3.1; and the Trustee in accordance with such Company Order shall authenticate and deliver such Securities in accordance with such instructions and as provided in this IndentureIndenture provided and not otherwise. Prior Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature of one of its authorized officers, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities Notes shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman, its President or one of its Vice Presidents Presidents, under its corporate seal reproduced or impressed thereon and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities Notes may be manual or facsimile. Securities Notes 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 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 Notes executed by the Company to the Trustee for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 such Notes; and 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 Company Order shall authenticate Notes for original issue up to the delivery aggregate principal amount stated in the Notes. There may be an unlimited aggregate principal amount of Notes outstanding at any time. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a Security certificate of authentication substantially in any such the form to provided for herein executed by the Trustee for authenticationby manual signature, and such certificate upon any Note shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents Presidents, under its corporate seal reproduced or impressed thereon and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile 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 executed by the Company to the Trustee for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for the Trustee ("Procedures") as may be specified from time to time by Company Order. Procedures may authorize authentication and delivery pursuant of such Securities. The Company Order shall specify the amount of Securities to oral instructions be authenticated, and shall further specify the amount of the Company such Securities to be issued as a Global Security, as Offshore Physical Securities or a duly authorized agent, which instructions shall be promptly confirmed in writingas U.S. Physical Securities. The Trustee in accordance with such Company Order shall authenticate and deliver such Securities in accordance with such instructions and as provided in this IndentureIndenture provided and not otherwise. Prior Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company each Issuer, in each case by its Chairman of the Board, its Vice Chairman of the Board, its Chief Executive Officer, its President or one of its Senior Vice Presidents or one of its Vice Presidents, under an impression of its corporate seal or a facsimile of its corporate seal reproduced or impressed thereon and attested by its Treasurer or one of its Assistant Treasurers or Secretary or one of its Assistant Secretaries. The Any such signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures signature of an individual or individuals who were at any time the proper officer or 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 executed by the Company Issuers to the Trustee or to its order for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable authentication (or to the Trustee ("Procedures") as may be specified from time to time by Company Order. Procedures may authorize Paying Agent), together with an Issuer Order for the authentication and delivery pursuant to oral instructions of such Securities, and the Company Trustee or a duly authorized agent, which instructions shall be promptly confirmed in writing. The Trustee shall authenticate and deliver such Securities an Authenticating Agent in accordance with such instructions Issuer Order shall authenticate and make available for delivery such Securities as provided in this IndentureIndenture 34 42 provided and not otherwise. Prior to the delivery of a Security in In connection with any such form to the Trustee Issuer Order for authentication, an Officers' Certificate and Opinion of Counsel pursuant to Section 1.02 shall be required. Each Security shall be dated the Company shall deliver date of its authentication. In authenticating the Securities and in accepting the additional responsibilities under the Indenture in relation to such Securities, the Trustee the followingshall be entitled to receive and shall be fully protected in relying upon:

Execution, Authentication, Delivery and Dating. The Securities Notes shall be executed on behalf of the Company by its Chairman any two Officers 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 SecretariesCompany. The Any such signature of any of these officers on the Securities may be manual or facsimileprinted or otherwise mechanically reproduced and may, but need not, be under or accompanied by the corporate seal of the Company or a reproduction thereof. Securities Notes bearing the manual printed or facsimile signatures otherwise mechanically reproduced signature of individuals any Person who were was at any time the a proper officers Officer of the Company shall bind the Company, notwithstanding that such individuals or any of them have Person has ceased to hold such offices office prior to the authentication and delivery of such Securities or did not hold such offices at the date of such SecuritiesNotes. At any time time, and from time to time time, after the execution and delivery of this Indenture, the Company may deliver Securities Notes executed by the Company to the Trustee Registrar, together with a Company Order 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 such Notes, and the Registrar in accordance with such Company or a duly authorized agent, which instructions shall be promptly confirmed in writing. The Trustee Order shall authenticate and deliver such Securities in accordance with such instructions and Notes as provided in this IndentureIndenture and not otherwise. Prior The date of issue of each Note shall be as specified in the Terms of the relevant Series. No Note shall entitle the Holder to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the delivery of a Security form provided for herein (or in any such other form as may be agreed to by the Trustee for authenticationand the Company) executed by the Registrar by the manual signature of one of its authorized Officers, and such certificate upon any Note shall be conclusive evidence that such Note has been duly authenticated and delivered hereunder. The Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner, all as determined by the Company shall deliver to the Trustee the following:Officers executing such Notes, as evidenced by their signature of such Notes.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its President, any Vice President or one of its Vice Presidents Treasurer under its corporate seal reproduced or impressed thereon and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. The seal of the Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. 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. 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 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 agentCompany, 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 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 Trustee in accordance with the Company shall deliver Order and subject to the Trustee the following:provisions hereof shall authenticate and deliver such

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any of its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents Presidents, under its corporate seal reproduced or impressed thereon and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding notwith- standing 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 Trustee for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 such Securities; and the Trustee in accordance with such Company or a duly authorized agent, which instructions shall be promptly confirmed in writing. The Trustee Order shall authenticate and deliver such Securities in accordance with such instructions and as provided in this IndentureIndenture provided and not otherwise. Prior Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its President President, a Vice Chairman or one of its Vice Presidents under its corporate seal reproduced or impressed thereon and attested by its Secretary Secretary, one of its Vice Presidents or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile 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 executed by the Company to the Trustee for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for 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 such Securities; and the Trustee in accordance with such Company or a duly authorized agent, which instructions shall be promptly confirmed in writing. The Trustee Order shall authenticate and deliver such Securities in accordance with such instructions and as provided in this IndentureIndenture provided and not otherwise. Prior Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities Notes shall be executed on behalf of the Company by its Chairman of the Board, its President Vice Chairman of the Board, its Chief Executive Officer, its President, its Chief Financial Officer or one of its Vice Presidents under its corporate seal reproduced or impressed thereon Presidents, and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities Notes may be manual or facsimile. Securities Notes 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 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 IndentureOn Company Order, the Company may deliver Securities executed by Trustee shall authenticate for original issue Notes in an aggregate principal amount specified in the Company to the 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 be entitled to receive an Officer’s Certificate and deliver such Securities an Opinion of Counsel of the Company that it may reasonably request in accordance connection with such instructions authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and as the date on which the original issue of Notes is to be authenticated. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in this Indenture. Prior to the delivery of a Security in any such form to Base Indenture executed by the Trustee for authenticationby manual signature, and such certificate upon any Note shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman or Co-Chairman of the BoardBoard of Directors, its any Vice-Chairman of the Board of Directors, the President or one of its any Vice Presidents under its corporate seal reproduced or impressed thereon and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimilePresident. 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 executed by the Company to the Trustee for authentication. Securities may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to , together with a Company Order for the Trustee ("Procedures") as may be specified from time to time by Company Order. Procedures may authorize authentication and delivery pursuant of such Securities. The Company Order shall specify the amount of Securities to oral instructions be authenticated, and shall further specify the amount of the Company such Securities to be issued as a Global Security or a duly authorized agent, which instructions shall be promptly confirmed in writingas Physical Securities. The Trustee in accordance with such Company Order shall authenticate and deliver such Securities in accordance with such instructions and as provided in this IndentureIndenture provided and not otherwise. Prior Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the delivery of a Security in any such form to provided for herein executed by the Trustee for authenticationby manual signature, and such certificate upon any Security shall be conclusive evidence, and the Company shall deliver to the Trustee the following:only evidence, that such Security has been duly authenticated and delivered hereunder.