Common use of Execution of Debentures Clause in Contracts

Execution of Debentures. The Debentures shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of Directors, Chief Executive Officer, Vice Chairman, President, one of its Managing Directors or one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents. Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before recited, executed by the Trustee or the Authenticating Agent by the manual signature of an authorized signer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating Agent, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debentures had not ceased to be such officer of the Company; and any Debenture may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer. Every Debenture shall be dated the date of its authentication.

Execution of Debentures. The Debentures shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of Directors, Chief Executive Officer, Vice Chairman, President, one of its Managing Directors or one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents. Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before recited, executed by the Trustee or the Authenticating Agent by the manual signature of an authorized signer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating Agent, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debentures had not ceased to be such officer of the Company; and any Debenture may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer. Every Debenture shall be dated the date of its authentication.

Execution of Debentures. The Debentures shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of Directors, Chief Executive Officer, Vice Chairman, President, one of its Managing Directors or one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents. Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before recited, executed by the Trustee or the Authenticating Agent by the manual signature of an authorized signer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating Agent, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debentures had not ceased to be such officer of the Company; and any Debenture may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer. Every Debenture shall be dated the date of its authentication.

Execution of Debentures. The Debentures shall, subject to the provisions of Section 2.06, be printed on steel engraved borders or fully or partially engraved, or legibly typed, as the proper officers of the Company may determine, and shall be signed in the name and on behalf of the Company by the Chairman or Vice Chairman of its Board of Directors or its Chief Executive Officer, President or one of its Vice Presidents, under its corporate seal attested by its Secretary or one of its Assistant Secretaries. The signature of the Chairman, Vice Chairman, Chief Executive Officer, President or a Vice President and/or the signature of the Secretary or an Assistant Secretary in attestation of the corporate seal, upon the Debentures, may be in the form of a manual or facsimile signature and may be imprinted or otherwise reproduced on the Debentures and for that purpose the Company may use the manual or facsimile signature of its Chairman of the Board of Directorsany person who shall have been a Chairman, Vice Chairman, Chief Executive Officer, President or Vice President, or of any person who shall have been a Secretary or Assistant Secretary, notwithstanding the fact that at the time the Debentures shall be authenticated and delivered or disposed of such person shall have ceased to be the Chairman, Vice Chairman, Chief Executive Officer, President or a Vice President, one or the Secretary or an Assistant Secretary, of its Managing Directors the Company, as the case may be. The seal of the Company may be in the form of a facsimile of the seal of the Company and may be impressed, affixed, imprinted or one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidentsotherwise reproduced on the Debentures. Only such Debentures as shall bear thereon a certificate Certificate of authentication Authentication substantially in the form herein before recitedestablished for such Debentures, executed manually by an authorized signatory of the Trustee Trustee, or the by any Authenticating Agent by the manual signature of an authorized signerwith respect to such Debentures, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate executed by the Trustee, or by any Authenticating Agent appointed by the Trustee or the Authenticating Agent with respect to such Debentures, upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered made available for delivery hereunder and that the holder is entitled to the benefits of this Indenture. In case Notwithstanding the foregoing, if any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed Debenture shall have been authenticated and delivered by the Trustee or the Authenticating Agent, or disposed of hereunder but never issued and sold by the Company, and the Company shall deliver such Debentures nevertheless may Debenture to the Trustee for cancellation as provided in Section 2.08, for all purposes of this Indenture such Debenture shall be deemed never to have been authenticated and delivered or disposed hereunder and shall never be entitled to the benefits of as though this Indenture. At any time and from time to time after the Person who signed such execution and delivery of this Indenture, the Company may deliver Debentures had not ceased of any series executed by the Company to be such officer of the Company; and any Debenture may be signed on behalf Trustee for authentication, together with a written order of the Company by such Persons as, at for the actual date of the execution authentication and delivery of such DebentureDebentures, signed by its President or any Vice President and its Treasurer or any Assistant Treasurer, and the Trustee in accordance with such written order shall be the proper officers of the Company, although at the date of the execution of this Indenture any authenticate and make available for delivery such person was not such an officerDebentures. Every Each Debenture shall be dated the date of its authenticationauthentication by the Trustee. In authenticating such Debentures and accepting the additional responsibilities under this Indenture in relation to such Debentures, the Trustee shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating that the form and terms thereof have been established in conformity with the provisions of this Indenture. The Trustee shall not be required to authenticate such Debentures if the issue of such Debentures pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Debentures and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.

Execution of Debentures. The Debentures shall be signed ----------------------- in the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of Directors, Chief Executive Officer, Vice Chairman, President, one of its Managing Directors or one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents. Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before recited, executed by the Trustee or the Authenticating Agent by the manual signature of an authorized signer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating Agent, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debentures had not ceased to be such officer of the Company; and any Debenture may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer. Every Debenture shall be dated the date of its authentication.

Execution of Debentures. The Debentures shall be signed in the ----------------------- name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of Directors, Chief Executive Officer, Vice Chairman, President, one of its Managing Directors or one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents. Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before recited, executed by the Trustee or the Authenticating Agent by the manual signature of an authorized signer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating Agent, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debentures had not ceased to be such officer of the Company; and any Debenture may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer. Every Debenture shall be dated the date of its authentication.

Execution of Debentures. The Debentures shall, subject to the provisions of Section 2.06, be printed on steel engraved borders or fully or partially engraved, or legibly typed, as the proper officers of the Company may determine, and shall be signed in the name and on behalf of the Company by the Chairman or Vice Chairman of its Board of Directors or its Chief Executive Officer, President or one of its Vice Presidents, under its corporate seal attested by its Secretary or one of its Assistant Secretaries. The signature of the Chairman, Vice Chairman, Chief Executive Officer, President or a Vice President and/or the signature of the Secretary or an Assistant Secretary in attestation of the corporate seal, upon the Debentures, may be in the form of a manual or facsimile signature and may be imprinted or otherwise reproduced on the Debentures and for that purpose the Company may use the manual or facsimile signature of its Chairman of the Board of Directorsany person who shall have been a Chairman, Vice Chairman, Chief Executive Officer, President or Vice President, or of any person who shall have been a Secretary or Assistant Secretary, notwithstanding the fact that at the time the Debentures shall be authenticated and delivered or disposed of such person shall have ceased to be the Chairman, Vice Chairman, President or a Vice President, one or the Secretary or an Assistant Secretary, of its Managing Directors the Company, as the case may be. The seal of the Company may be in the form of a facsimile of the seal of the Company and may be impressed, affixed, imprinted or one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidentsotherwise reproduced on the Debentures. Only such Debentures as shall bear thereon a certificate Certificate of authentication Authentication substantially in the form herein before recitedestablished for such Debentures, executed manually by an authorized signatory of the Trustee Trustee, or the by any Authenticating Agent by the manual signature of an authorized signerwith respect to such Debentures, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate executed by the Trustee, or by any Authenticating Agent appointed by the Trustee or the Authenticating Agent with respect to such Debentures, upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered made available for delivery hereunder and that the holder is entitled to the benefits of this Indenture. In case Notwithstanding the foregoing, if any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed Debenture shall have been authenticated and delivered by the Trustee or the Authenticating Agent, or disposed of hereunder but never issued and sold by the Company, and the Company shall deliver such Debentures nevertheless may Debenture to the Trustee for cancellation as provided in Section 2.08, for all purposes of this Indenture such Debenture shall be deemed never to have been authenticated and delivered or disposed hereunder and shall never be entitled to the benefits of as though this Indenture. At any time and from time to time after the Person who signed such execution and delivery of this Indenture, the Company may deliver Debentures had not ceased of any series executed by the Company to be such officer of the Company; and any Debenture may be signed on behalf Trustee for authentication, together with a written order of the Company by such Persons as, at for the actual date of the execution authentication and delivery of such DebentureDebentures, signed by its President or any Vice President and its Treasurer or any Assistant Treasurer, and the Trustee in accordance with such written order shall be the proper officers of the Company, although at the date of the execution of this Indenture any authenticate and make available for delivery such person was not such an officerDebentures. Every Each Debenture shall be dated the date of its authenticationauthentication by the Trustee. In authenticating such Debentures and accepting the additional responsibilities under this Indenture in relation to such Debentures, the Trustee shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating that the form and terms thereof have been established in conformity with the provisions of this Indenture. The Trustee shall not be required to authenticate such Debentures if the issue of such Debentures pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Debentures and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.

Execution of Debentures. The Debentures shall be signed in the ----------------------- name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of Directors, Chief Executive Officer, Vice Chairman, President, one of its Managing Directors or one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents. Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before recited, executed by the Trustee or the Authenticating Agent by the manual signature of an authorized signer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating Agent, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debentures had not ceased to be such officer of the Company; and any Debenture may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer. Every Debenture shall be dated the date of its authentication.

Execution of Debentures. The Debentures shall be signed in the name and on behalf of the Company Issuer by the manual or facsimile signature of its Chairman of the Board of Directors, Chief Executive an Officer, Vice Chairman, President, one of its Managing Directors or one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents. Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before recitedset forth on the form of Debenture attached as Exhibit A hereto, executed manually or by facsimile by the Trustee (or the Authenticating Agent an authenticating agent appointed by the manual signature of an authorized signerTrustee as provided by Section 16.11), shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or the Authenticating Agent such an authenticating agent) upon any Debenture executed by the Company Issuer shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder Holder is entitled to the benefits of this Indenture. In case any officer of the Company Officer who shall have signed any of the Debentures shall cease to be such officer Officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating AgentTrustee, or disposed of by the CompanyIssuer, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Debentures had not ceased to be such officer of the Company; Officer, and any Debenture may be signed on behalf of the Company Issuer by such Persons persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the CompanyOfficers, although at the date of the execution of this Indenture any such person was not such an officer. Every Debenture shall be dated the date of its authenticationOfficer.

Execution of Debentures. The Debentures shall be signed in ----------------------- the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of Directors, Chief Executive Officer, Vice Chairman, President, one of its Managing Directors or one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents. Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before recited, executed by the Trustee or the Authenticating Agent by the manual signature of an authorized signer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating Agent, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debentures had not ceased to be such officer of the Company; and any Debenture may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer. Every Debenture shall be dated the date of its authentication.

Execution of Debentures. The Debentures shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of DirectorsPresident, Chief Executive Officer, Vice Chairman, President, one Officer or Chief Financial Officer and attested by the facsimile signature of its Managing Directors Treasurer or one of its Executive Vice PresidentsSecretary (which may be printed, Senior Vice Presidents engraved or Vice Presidentsotherwise reproduced thereon, by facsimile or otherwise). Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before recitedset forth on the form of Debenture attached as Exhibit A hereto, manually executed by the Trustee (or the Authenticating Agent an authenticating agent appointed by the manual signature of an authorized signerTrustee as provided by Section 16.11), shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or the Authenticating Agent such an authenticating agent) upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating AgentTrustee, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Debentures had not ceased to be such officer of the Company; and any Debenture may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer. Every Debenture shall be dated the date of its authentication.

Execution of Debentures. The Debentures shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of Directors, its President, its Chief Executive Officer, Vice Chairman, President, one Officer or any of its Managing Directors or one Vice Presidents and attested by the facsimile signature of its Executive Vice PresidentsSecretary or any of its Assistant Secretaries (which may be printed, Senior Vice Presidents engraved or Vice Presidentsotherwise reproduced thereon, by facsimile or otherwise). Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before hereinbefore recited, manually executed by the Trustee or the Authenticating Agent by the manual signature of an authorized signerTrustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating AgentTrustee, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Debentures had not ceased to be such officer of the Company; and any Debenture may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer. Every Debenture shall be dated the date of its authentication.

Execution of Debentures. The Debentures shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of Directors, Chief Executive Officer, Vice Chairman, President, one of its Managing Directors President or one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents. Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before recited, executed by the Trustee or the Authenticating Agent by the manual signature of an authorized signer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating Agent, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debentures had not ceased to be such officer of the Company; and any Debenture may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer. Every Debenture shall be dated the date of its authentication.

Execution of Debentures. The Debentures shall be signed in the name and on behalf of the Company by the facsimile signature of its President, its Chief Executive Officer, any of its Executive or Senior Vice Presidents, or any of its Vice Presidents (whether or not designated by a number or numbers or word or words added before or after the title “Vice President”) and attested by the manual or facsimile signature of its Chairman of the Board of Directors, Chief Executive Officer, Vice Chairman, President, one Secretary or any of its Managing Directors Assistant Secretaries (which may be printed, engraved or one of its Executive Vice Presidentsotherwise reproduced thereon, Senior Vice Presidents by facsimile or Vice Presidentsotherwise). Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before recitedset forth on the form of Debenture attached as Exhibit A hereto, manually executed by the Trustee (or the Authenticating Agent an authenticating agent appointed by the manual signature of an authorized signerTrustee as provided by Section 16.11), shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or the Authenticating Agent such an authenticating agent) upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating AgentTrustee, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Debentures had not ceased to be such officer of the Company; and any Debenture may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer. Every Debenture shall be dated the date of its authentication.

Execution of Debentures. The Debentures shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of Directors, Chief Executive OfficerChairman, Vice Chairman, President, one any Executive or Senior Vice President or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title "Vice President") and attested by the manual or facsimile signature of its Managing Directors Treasurer, Secretary or one any of its Executive Vice PresidentsAssistant Treasurers or Assistant Secretaries (which may be printed, Senior Vice Presidents engraved or Vice Presidentsotherwise reproduced thereon, by facsimile or otherwise). Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before recitedset forth on the form of Debenture attached as Exhibit A hereto, manually executed by the Trustee (or the Authenticating Agent an authenticating agent appointed by the manual signature of an authorized signerTrustee as provided by Section 14.11), shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or the Authenticating Agent such an authenticating agent) upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating AgentTrustee, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Debentures had not ceased to be such officer of the Company; and any Debenture may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer. Every Debenture shall be dated the date of its authentication.

Execution of Debentures. The Debentures shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of DirectorsBoard, Chief Executive Officer, President or any Vice ChairmanPresident (whether or not designated by a number or numbers or word or words added before or after the title "VICE PRESIDENT") or its Treasurer (which may be printed, Presidentengraved or otherwise reproduced thereon, one of its Managing Directors by facsimile or one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidentsotherwise). Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before recitedset forth on the form of Debenture attached as Exhibit A hereto, manually executed by the Trustee (or the Authenticating Agent an authenticating agent appointed by the manual signature of an authorized signerTrustee as provided by Section 17.11), shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or the Authenticating Agent such an authenticating agent) upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating AgentTrustee, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Debentures had not ceased to be such officer of the Company; , and any Debenture may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer. Every Debenture shall be dated the date of its authentication.

Execution of Debentures. The Debentures shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of DirectorsBoard, Chief Executive Officer, President or any Vice Chairman, President (whether or not designated by a number or numbers or word or words added before or after the title “Vice President, one ”) and attested by the manual or facsimile signature of its Managing Directors Secretary or one any of its Executive Vice PresidentsAssistant Secretaries or its Treasurer or any of its Assistant Treasurers (which may be printed, Senior Vice Presidents engraved or Vice Presidentsotherwise reproduced thereon, by facsimile or otherwise). Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before recitedset forth on the form of Debenture attached as Exhibit A hereto, manually executed by the Trustee (or the Authenticating Agent an authenticating agent appointed by the manual signature of an authorized signerTrustee as provided by Section 16.11), shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or the Authenticating Agent such an authenticating agent) upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder Debentureholder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating AgentTrustee, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Debentures had not ceased to be such officer of the Company; , and any Debenture may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer. Every Debenture shall be dated the date of its authentication.

Execution of Debentures. The Debentures shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of DirectorsBoard, Chief Executive Officer, President or any Vice ChairmanPresident (whether or not designated by a number or numbers or word or words added before or after the title "Vice President"). The signature of any of these officers on the Debentures shall be manual, Presidentfacsimile, one in the form of its Managing Directors a .pdf attachment or one by other means of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidentselectronic transmission. Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before recitedset forth on the form of Debenture attached as Exhibit A hereto, manually executed by the Trustee (or the Authenticating Agent an authenticating agent appointed by the manual signature of an authorized signerTrustee as provided by Section 18.10), shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or the Authenticating Agent such an authenticating agent) upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating AgentTrustee, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Debentures had not ceased to be such officer of the Company; , and any Debenture may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer. Every Debenture shall be dated the date of its authentication.

Execution of Debentures. The Debentures shall, subject to the provisions of Section 2.06, be printed on steel engraved borders or fully or partially engraved, or legibly typed, as the proper officers of the Company may determine, and shall be signed in the name and on behalf of the Company by the Chairman or Vice Chairman of its Board of Directors or its President or one of its Vice Presidents, under its corporate seal attested by its Secretary or one of its Assistant Secretaries. The signature of the Chairman, Vice Chairman, President or a Vice President and/or the signature of the Secretary or an Assistant Secretary in attestation of the corporate seal, upon the Debentures, may be in the form of a manual or facsimile signature of its Chairman of the Board of Directors, Chief Executive Officera present or any future Chairman, Vice Chairman, President or Vice President and of a present or any future Secretary or Assistant Secretary and may be imprinted or otherwise reproduced on the Debentures and for that purpose the Company may use the manual or facsimile signature of any person who shall have been a Chairman, Vice Chairman, President or Vice President, one or of its Managing Directors any person who shall have been a Secretary or one Assistant Secretary, notwithstanding the fact that at the time the Debentures shall be authenticated and delivered or disposed of its Executive such person shall have ceased to be the Chairman, Vice PresidentsChairman, Senior President or a Vice Presidents President, or Vice Presidentsthe Secretary or an Assistant Secretary, of the Company, as the case may be. The seal of the Company may be in the form of a facsimile of the seal of the Company and may be impressed, affixed, imprinted or otherwise reproduced on the Debentures. Only such Debentures as shall bear thereon a certificate Certificate of authentication Authentication substantially in the form herein before recitedestablished for such Debentures, executed manually by an authorized signatory of the Trustee Trustee, or the by any Authenticating Agent by the manual signature of an authorized signerwith respect to such Debentures, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate executed by the Trustee, or by any Authenticating Agent appointed by the Trustee or the Authenticating Agent with respect to such Debentures, upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered made available for delivery hereunder and that the holder is entitled to the benefits of this Indenture. In case At any officer time and from time to time after the execution and delivery of this Indenture, the Company may deliver Debentures of any series executed by the Company to the Trustee for authentication, together with a written order of the Company who for the authentication and delivery of such Debentures, signed by its President or any Vice President and its Treasurer or any Assistant Treasurer, and the Trustee in accordance with such written order shall authenticate and make available for delivery such Debentures. In authenticating such Debentures and accepting the additional responsibilities under this Indenture in relation to such Debentures, the Trustee shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating that the form and terms thereof have signed any been established in conformity with the provisions of this Indenture. The Trustee shall not be required to authenticate such Debentures if the issue of such Debentures pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating Agent, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debentures had not ceased to be such officer of the Company; and any Debenture may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was or otherwise in a manner which is not such an officer. Every Debenture shall be dated reasonably acceptable to the date of its authenticationTrustee.

Execution of Debentures. The Debentures shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of DirectorsBoard, Chief Executive Officer, President or any Vice Chairman, President (whether or not designated by a number or numbers or word or words added before or after the title “Vice President, one ”) and attested by the manual or facsimile signature of its Managing Directors Secretary or one any of its Executive Vice PresidentsAssistant Secretaries or its Treasurer or any of its Assistant Treasurers (which may be printed, Senior Vice Presidents engraved or Vice Presidentsotherwise reproduced thereon, by facsimile or otherwise). Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before recitedset forth on the form of Debenture attached as Exhibit A hereto, manually executed by the Trustee (or the Authenticating Agent an authenticating agent appointed by the manual signature of an authorized signerTrustee as provided by Section 16.10), shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or the Authenticating Agent such an authenticating agent) upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder Debentureholder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating AgentTrustee, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Debentures had not ceased to be such officer of the Company; , and any Debenture may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer. Every Debenture shall be dated the date of its authentication.

Execution of Debentures. The Debentures shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of Directors, Chief Executive Officer, Chief Financial Officer, Vice Chairman, President, one of its Managing Directors or one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents. Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before recited, executed by the Trustee or the Authenticating Agent by the manual signature of an authorized signer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating Agent, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debentures had not ceased to be such officer of the Company; and any Debenture may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer. Every Debenture shall be dated the date of its authentication.

Execution of Debentures. The Debentures shall, subject to the provisions of Section 2.6, be printed on steel engraved borders or fully or partially engraved, or legibly typed, as the proper officers of the Company may determine, and shall be signed in the name and on behalf of the Company by an Officer of the Company. The Officer's signature may be in the form of a manual or facsimile signature of a present or any future Officer of the Company and may be imprinted or otherwise reproduced on the Debentures and for that purpose the Company may use the manual or facsimile signature of its Chairman any person who shall have been an Officer, notwithstanding the fact that at the time the Debentures shall be authenticated and delivered or disposed of such person shall have ceased to be an Officer of the Board of Directors, Chief Executive Officer, Vice Chairman, President, one of its Managing Directors or one of its Executive Vice Presidents, Senior Vice Presidents or Vice PresidentsCompany. Only such Debentures as shall bear thereon a certificate Certificate of authentication Authentication substantially in the form herein before recitedestablished for such Debentures, executed manually by an authorized signatory of the Trustee Trustee, or the by any Authenticating Agent by the manual signature of an authorized signerwith respect to such Debentures, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate executed by the Trustee, or by any Authenticating Agent appointed by the Trustee or the Authenticating Agent with respect to such Debentures, upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered made available for delivery hereunder and that the holder is entitled to the benefits of this Indenture. In case At any officer time and from time to time after the execution and delivery of this Indenture, the Company may deliver Debentures of any series executed by the Company to the Trustee for authentication, together with a written order of the Company who shall have for the authentication and delivery of such Debentures, signed any by its Chairman of the Board, President, or any Vice President and its Treasurer or any Assistant Treasurer and its Secretary, and the Trustee in accordance with such written order shall authenticate and make available for delivery such Debentures. In authenticating such Debentures and accepting the additional responsibilities under this Indenture in relation to such Debentures, the Trustee shall cease be entitled to receive, and (subject to Section 5.1) shall be fully protected in relying upon, an Opinion of Counsel stating that the form and terms thereof have been established in conformity with the provisions of this Indenture. The Trustee shall not be required to authenticate such officer before Debentures if the issue of such Debentures pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating Agent, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debentures had not ceased to be such officer of the Company; and any Debenture may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was or otherwise in a manner which is not such an officer. Every Debenture shall be dated reasonably acceptable to the date of its authenticationTrustee.

Execution of Debentures. The Debentures shall be signed in ----------------------- the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of Directors, Chief Executive Officer, Vice Chairman, President, one of its Managing Directors or one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents. Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before recited, executed by the Trustee or the Authenticating Agent by the manual signature of an authorized signer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating Agent, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debentures had not ceased to be such officer of the Company; and any Debenture may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer. Every Debenture shall be dated the date of its authentication.

Execution of Debentures. The Debentures shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chairman or Vice-Chairman of the Board of Directors, Chief Executive Officer, Vice Chairman, President, one of its Managing Directors or one any of its Executive or Senior Vice Presidents, Senior Managing Director, or any of its Vice Presidents (whether or not designated by a number or numbers or word or words added before or after the title “Vice PresidentsPresident”). Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before recitedset forth on the form of Debenture attached as Exhibit A hereto, manually executed by the Trustee (or the Authenticating Agent an authenticating agent appointed by the manual signature of an authorized signerTrustee as provided by Section 17.11), shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or the Authenticating Agent such an authenticating agent) upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating AgentTrustee, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Debentures had not ceased to be such officer of the Company; and any Debenture may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer. Every Debenture shall be dated the date of its authentication.

Execution of Debentures. The Debentures Each Debenture shall be signed in the name and on behalf of the Company by the manual or facsimile signature chairman of its Chairman of the Board of Directors, Chief Executive Officer, Vice Chairman, President, one or any of its Managing Directors vice chairmen, or one its president or any vice president and attested by its chief financial officer, treasurer or any assistant treasurer or its secretary or any assistant secretary, under its corporate seal. Such signatures may be the manual or facsimile signatures of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidentssuch officers. Only such Debentures as shall bear thereon a certificate The seal of authentication substantially the Company may be in the form herein before recitedof a facsimile thereof and may be impressed, executed by affixed, imprinted or otherwise reproduced on the Trustee Debentures. Typographical and other minor errors or defects in any such reproduction of the Authenticating Agent by seal or any such signature shall not affect the manual signature validity or enforceability of an authorized signer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that by the holder is entitled to the benefits of this IndentureTrustee. In case any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures Debenture so signed shall have been be authenticated and delivered by the Trustee or the Authenticating Agent, or disposed of by the Company, such Debentures Debenture nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Debentures Debenture had not ceased to be such officer of the Company; and any Debenture may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution and delivery of this Amended and Restated Indenture any such person was not such an officer. Every Debenture shall be dated the date of its authentication.

Execution of Debentures. The Debentures shall be signed in the ----------------------- name and on behalf of the Company by the manual or facsimile signature of its Chairman or President or, in lieu thereof, of the Board of Directors, Chief Executive Officer, Vice Chairman, President, one any of its Managing Directors or one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidentsits Treasurer and attested by its Secretary or any Assistant Secretary, under its corporate seal (which may be printed, engraved or otherwise reproduced thereon, by facsimile or otherwise). For that purpose the Company may adopt and use the facsimile signature of any person who has been or is or shall be such officer. Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before hereinbefore recited, executed by the Trustee or the Authenticating Agent by the manual signature of an authorized signerTrustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating AgentTrustee, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Debentures had not ceased to be such officer of the Company; and any Debenture may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer. Every Debenture shall be dated the date of its authentication.

Execution of Debentures. The Debentures shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of DirectorsBoard, Chief Executive Officer, President or any Vice Chairman, President (whether or not designated by a number or numbers or word or words added before or after the title “Vice President, one ”) and attested by the manual or facsimile signature of its Managing Directors Secretary or one any of its Executive Vice PresidentsAssistant Secretaries or its Treasurer or any of its Assistant Treasurers (which may be printed, Senior Vice Presidents engraved or Vice Presidentsotherwise reproduced thereon, by facsimile or otherwise). Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before recitedset forth on the form of Debenture attached as Exhibit A hereto, manually executed by the Trustee (or the Authenticating Agent an authenticating agent appointed by the manual signature of an authorized signerTrustee as provided by Section 16.11), shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or the Authenticating Agent such an authenticating agent) upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder Debentureholder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating AgentTrustee, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Debentures had not ceased to be such officer of the Company; , and any Debenture may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such DebentureXxxxxxxxx, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer. Every Debenture shall be dated the date of its authentication.

Execution of Debentures. The Debentures shall be signed in the name and on behalf of the Company Bank by the manual or facsimile signature of its Chairman of the Board of Directors, Chief Executive Officer, Vice Chairman, President, one of its Managing Directors or one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents. Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before recited, executed by the Trustee or the Authenticating Agent by the manual signature of an authorized signer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent upon any Debenture executed by the Company Bank shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company Bank who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating Agent, or disposed of by the CompanyBank, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debentures had not ceased to be such officer of the CompanyBank; and any Debenture may be signed on behalf of the Company Bank by such Persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the CompanyBank, although at the date of the execution of this Indenture any such person was not such an officer. Every Debenture shall be dated the date of its authentication.

Execution of Debentures. The Debentures shall, subject to the provisions of Section 2.06, be printed on steel engraved borders or fully or partially engraved, or legibly typed, as determined by the Officers of the Company executing such Debentures, and shall be signed in the name and on behalf of the Company by two Officers of the Company. Each such signature may be in the form of a manual or facsimile signature and may be imprinted or otherwise reproduced on the Debentures and for that purpose the Company may use the manual or facsimile signature of its Chairman any individual who shall have been an Officer of the Board Company, notwithstanding the fact that at the time the Debentures shall be authenticated and delivered or disposed of Directors, Chief Executive such individual shall have ceased to be such an Officer, Vice Chairman, President, one of its Managing Directors or one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents. Only such Debentures as shall bear thereon a certificate Certificate of authentication Authentication substantially in the form herein before recitedestablished for such Debentures, executed manually by an authorized signatory of the Trustee Trustee, or the by any Authenticating Agent by the manual signature of an authorized signerwith respect to such Debentures, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate executed by the Trustee, or by any Authenticating Agent appointed by the Trustee or the Authenticating Agent with respect to such Debentures, upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered made available for delivery hereunder and that the holder is entitled to the benefits of this Indenture. In case Notwithstanding the foregoing, if any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed Debenture shall have been authenticated and delivered by the Trustee or the Authenticating Agent, or disposed of hereunder but never issued and sold by the Company, and the Company shall deliver such Debentures nevertheless may Debenture to the Trustee for cancellation as provided in Section 2.08, for all purposes of this Indenture such Debenture shall be deemed never to have been authenticated and delivered or disposed hereunder and shall never be entitled to the benefits of as though this Indenture. At any time and from time to time after the Person who signed such Debentures had not ceased to be such officer execution and delivery of the Company; and any Debenture may be signed on behalf of this Indenture, the Company may deliver Debentures of any series executed by such Persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer. Every Debenture shall be dated the date of its authentication.Company to the

Execution of Debentures. The Debentures shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chairman or Vice Chairman of the Board of Directors, its Chief Executive Officer, Vice Chairman, President, one its President or any of its Managing Directors or one Vice Presidents and attested by the facsimile signature of its Executive Vice PresidentsSecretary or any of its Assistant Secretaries (which may be printed, Senior Vice Presidents engraved or Vice Presidentsotherwise reproduced thereon, by facsimile or otherwise). Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before hereinbefore recited, manually executed by the Trustee or the Authenticating Agent by the manual signature of an authorized signerTrustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate authentication by the Trustee or the Authenticating Agent upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating AgentTrustee, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Debentures had not ceased to be such officer of the Company; and any Debenture may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer. Every Debenture shall be dated the date of its authentication.

Execution of Debentures. The Debentures shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of Directors, Chief Executive Officer, Vice Chairman, President, one of its Managing Directors or one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents. Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before recited, executed by the Trustee or the Authenticating Agent by the manual signature of an authorized signer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating Agent, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debentures had not ceased to be such officer of the Company; and any Debenture may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer. Every Debenture shall be dated the date of its authentication.

Execution of Debentures. The Debentures shall, subject to the provisions of Section 2.06, be printed on steel engraved borders or fully or partially engraved, or legibly typed, as the proper officers of the Company may determine, and shall be signed in the name and on behalf of the Company by its President or any Vice President and by its Treasurer, Controller or Secretary or an Assistant Treasurer or Assistant Secretary, under its corporate seal or a facsimile thereof reproduced thereon. The signature of any of these officers on the Debentures may be manual or facsimile. The seal of the Company may be in the form of a facsimile of the seal of the Company and may be impressed, affixed, imprinted or otherwise reproduced on the Debentures. Debentures bearing the manual or facsimile signature signatures of its Chairman individuals who were at any time the proper officers of the Board Company shall bind the Company, notwithstanding that such individuals or any of Directors, Chief Executive Officer, Vice Chairman, President, one them have ceased to hold such offices prior to the authentication and delivery of its Managing Directors or one such Debentures and did not hold such offices at the date of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidentssuch Debentures. Only such Debentures as shall bear thereon a certificate Certificate of authentication Authentication substantially in the form herein before recitedestablished for such Debentures, executed manually by an authorized signatory of the Trustee Trustee, or the by any Authenticating Agent by the manual signature of an authorized signerwith respect to such Debentures, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate executed by the Trustee, or by any Authenticating Agent appointed by the Trustee or the Authenticating Agent with respect to such Debentures, upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case At any officer time and from time to time after the execution and delivery of this Indenture, the Company may deliver Debentures of any series executed by the Company to the Trustee for authentication, together with a written order of the Company who for the authentication and delivery of such Debentures, signed by its President or any Vice President and by its Treasurer, Controller or Secretary or any Assistant Treasurer or Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and make available such Debentures. In authenticating such Debentures and accepting the additional responsibilities under this Indenture in relation to such Debentures, the Trustee shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating that the form and terms thereof have signed any been established in conformity with the provisions of this Indenture. The Trustee shall not be required to authenticate such Debentures if the issue of such Debentures pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating Agent, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debentures had not ceased to be such officer of the Company; and any Debenture may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was or otherwise in a manner which is not such an officer. Every Debenture shall be dated reasonably acceptable to the date of its authenticationTrustee.

Execution of Debentures. The Debentures shall be signed in the name and on behalf of the Company by the manual or facsimile signature signage of its Chairman of the Board of DirectorsBoard, the Chief Executive Officer, Vice Chairman, President, one the Chief Financial Officer, or any Vice President (whether or not designated by a number or numbers or word or words added before or after the title "Vice President") and attested by the manual or facsimile signature of its Managing Directors Secretary or one any of its Executive Vice PresidentsAssistant Secretaries (which may be printed, Senior Vice Presidents engraved or Vice Presidentsotherwise reproduced thereon, by facsimile or otherwise). Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before recitedset forth on the form of Debenture attached as Exhibit A hereto, manually executed by the Trustee (or the Authenticating Agent an authenticating agent appointed by the manual signature of an authorized signerTrustee as provided by Section 16.11), shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or the Authenticating Agent such an authenticating agent) upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder Holder is entitled to the benefits of this Indenture. In case any officer of the Company Officer who shall have signed any of the Debentures shall cease to be such officer Officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating AgentTrustee, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debentures had not ceased to be such officer of the Company; Officer and any Debenture may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the CompanyOfficers, although at the date of the execution of this Indenture any such person Person was not such an officerOfficer. Every Debenture The Trustee shall be dated authenticate and deliver Debentures for original issue in an aggregate Principal Amount of up to $268,507,000 upon a Company Order without any further action by the date Company; provided, however, that if the Company sells any Debentures pursuant to the Over-Allotment Option, then the Trustee shall also authenticate and deliver additional Debentures for original issue in an aggregate Principal Amount of its authenticationup to $40,300,000 or such lesser amount of Debentures sold pursuant to the Over-Allotment Option upon a Company Order without any further action by the Company. The aggregate Principal Amount of Debentures outstanding at any time may not exceed the amount set forth in the foregoing sentence, except as provided in Section 2.9 hereof.

Execution of Debentures. The Debentures shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of Directors, Chief Executive Officer, Vice Chairman, President, one of its Managing Directors Chief Financial Officer or one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents. Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before recited, executed by the Trustee or the Authenticating Agent by the manual signature of an authorized signer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating Agent, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debentures had not ceased to be such officer of the Company; and any Debenture may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer. Every Debenture shall be dated the date of its authentication.

Execution of Debentures. The Debentures shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of Directors, Chief Executive Officer, Vice Chairman, President, one of its Managing Directors Chief Operating Officer or one of its Executive any Vice Presidents, Senior President (whether or not designated by a number or numbers or word or words added before or after the title "Vice Presidents or Vice PresidentsPresident"). Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before recitedset forth on the form of Debenture attached as Exhibit A hereto, manually executed by the Trustee (or the Authenticating Agent an authenticating agent appointed by the manual signature of an authorized signerTrustee as provided by Section 16.12), shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or the Authenticating Agent such an authenticating agent) upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating AgentTrustee, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Debentures had not ceased to be such officer of the Company; , and any Debenture may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer. Every Debenture shall be dated the date of its authentication.

Execution of Debentures. The Debentures shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of Directors, Chief Executive Officer, Vice ChairmanChief Financial Officer, President, one of its Managing Directors or one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents. Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before recited, executed by the Trustee or the Authenticating Agent by the manual signature of an authorized signer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating Agent, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debentures had not ceased to be such officer of the Company; and any Debenture may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer. Every Debenture shall be dated the date of its authentication.

Execution of Debentures. The Debentures shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of DirectorsBoard, Chief Executive Officer, President or any Vice Chairman, President (whether or not designated by a number or numbers or word or words added before or after the title "Vice President, one ") and attested by the manual or facsimile signature of its Managing Directors Secretary or one any of its Executive Vice PresidentsAssistant Secretaries or its Treasurer or any of its Assistant Treasurers (which may be printed, Senior Vice Presidents engraved or Vice Presidentsotherwise reproduced thereon, by facsimile or otherwise). Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before recitedset forth on the form of Debenture attached as Exhibit A hereto, manually executed by the Trustee (or the Authenticating Agent an authenticating agent appointed by the manual signature of an authorized signerTrustee as provided by Section 17.11), shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or the Authenticating Agent such an authenticating agent) upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating AgentTrustee, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Debentures had not ceased to be such officer of the Company; , and any Debenture may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer. Every Debenture shall be dated the date of its authentication.

Execution of Debentures. The Debentures shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of Directors, Chief Executive Officer, Vice Chairman, President, one of its Managing Directors Chief Operating Officer or one of its Executive any Vice Presidents, Senior President (whether or not designated by a number or numbers or word or words added before or after the title "Vice Presidents or Vice PresidentsPresident"). Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before recitedset forth on the form of Debenture attached as Exhibit A hereto, manually executed by the Trustee (or the Authenticating Agent an authenticating agent appointed by the manual signature of an authorized signerTrustee as provided by Section 17.12), shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or the Authenticating Agent such an authenticating agent) upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating AgentTrustee, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debentures had not ceased to be such officer of the Company; , and any Debenture may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer. Every Debenture shall be dated the date of its authentication.

Execution of Debentures. The Debentures shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of Directors, Vice Chairman, Chief Executive Officer, Vice ChairmanPresident, PresidentChief Financial Officer, one of its Managing Directors or one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents. Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before recited, executed by the Trustee or the Authenticating Agent by the manual signature of an authorized signer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating Agent, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debentures had not ceased to be such officer of the Company; and any Debenture may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer. Every Debenture shall be dated the date of its authentication.

Execution of Debentures. The Debentures shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chairman or President or, in lieu thereof, of the Board of Directors, Chief Executive Officer, Vice Chairman, President, one any of its Managing Directors or one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidentsits Treasurer and attested by its Secretary or any Assistant Secretary, under its corporate seal (which may be printed, engraved or otherwise reproduced thereon, by facsimile or otherwise). For that purpose the Company may adopt and use the facsimile signature of any person who has been or is or shall be such officer. Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before hereinbefore recited, executed by the Trustee or the Authenticating Agent by the manual signature of an authorized signerTrustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. -8- In case any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating AgentTrustee, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Debentures had not ceased to be such officer of the Company; and any Debenture may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer. Every Debenture shall be dated the date of its authentication.

Execution of Debentures. The Debentures shall, subject to the provisions of Section 2.06, be printed on steel engraved borders or fully or partially engraved, or legibly typed, as the proper officers of the Company may determine, and shall be signed in the name and on behalf of the Company by the Chairman or Vice Chairman of its Board of Directors or its President or one of its Vice Presidents and attested by its Secretary or one of its Assistant Secretaries. The signature of the Chairman, Vice Chairman, President or a Vice President and/or the signature of the Secretary or an Assistant Secretary in attestation thereof, may be in the form of a manual or facsimile signature of its Chairman of the Board of Directors, Chief Executive Officera present or any future Chairman, Vice Chairman, President or Vice President and of a present or any future Secretary or Assistant Secretary and may be imprinted or otherwise reproduced on the Debentures and for that purpose the Company may use the manual or facsimile signature of any person who shall have been a Chairman, Vice Chairman, President or Vice President, one or of its Managing Directors any person who shall have been a Secretary or one Assistant Secretary, notwithstanding the fact that at the time the Debentures shall be authenticated and delivered or disposed of its Executive such person shall have ceased to be the Chairman, Vice PresidentsChairman, Senior President or a Vice Presidents President, or Vice Presidentsthe Secretary or an Assistant Secretary, of the Company, as the case may be. Only such Debentures as shall bear thereon a certificate Certificate of authentication Authentication substantially in the form herein before recitedestablished for such Debentures, executed manually by an authorized signatory of the Trustee Trustee, or the by any Authenticating Agent by the manual signature of an authorized signerwith respect to such Debentures, shall be entitled to the benefits of this Indenture indenture or be valid or obligatory for any purpose. Such certificate executed by the Trustee, or by any Authenticating Agent appointed by the Trustee or the Authenticating Agent with respect to such Debentures, upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered made available for delivery hereunder and that the holder is entitled to the benefits of this Indenture. In case At any officer time and from time to time after the execution and delivery of this Indenture, the Company may deliver Debentures of any series executed by the Company to the Trustee for authentication, together with a written order of the Company who for the authentication and delivery of such Debentures, signed by its President or any Vice President, and the Trustee in accordance with such written order shall authenticate and make available for delivery such Debentures. In authenticating such Debentures and accepting the additional responsibilities under this Indenture in relation to such Debentures, the Trustee shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating that the form and terms thereof have signed any been established in conformity with the provisions of this Indenture. The Trustee shall not be required to authenticate such Debentures if the issue of such Debentures pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating Agent, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debentures had not ceased to be such officer of the Company; and any Debenture may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was or otherwise in a manner which is not such an officer. Every Debenture shall be dated reasonably acceptable to the date of its authenticationTrustee.

Execution of Debentures. The Debentures shall be signed -------------------------- in the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of Directors, Chief Executive Officer, Vice Chairman, President, one of its Managing Directors or one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents. Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before recited, executed by the Trustee or the Authenticating Agent by the manual signature of an authorized signer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating Agent, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debentures had not ceased to be such officer of the Company; and any Debenture may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer. Every Debenture shall be dated the date of its authentication.

Execution of Debentures. The Debentures shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its the Chairman of the Board of Directors, Directors or any Vice-Chairman of the Board of Directors or the Chief Executive Officer, Vice ChairmanChief Financial Officer, President, one any Vice President, Treasurer or any Assistant Treasurer or Controller or any Assistant Controller of the Company, and may but need not have its corporate seal reproduced thereon which may but need not be attested by the manual or facsimile signature of its Managing Directors Secretary or one any of its Executive Vice PresidentsAssistant Secretaries (which may be printed, Senior Vice Presidents engraved or Vice Presidentsotherwise reproduced thereon, by facsimile or otherwise). Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before recitedset forth on the form of Debenture attached as Exhibit A hereto, manually executed by the Trustee (or the Authenticating Agent an authenticating agent appointed by the manual signature of an authorized signerTrustee as provided by Section 18.11), shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or the Authenticating Agent such an authenticating agent) upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. Upon the written order of the Company referred to in Section 2.01, the Trustee shall authenticate the Debentures for original issue. In case any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating AgentTrustee, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Debentures had not ceased to be such officer of the Company; , and any Debenture may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer. Every Debenture shall Upon receipt of (i) Debentures executed by the Company and (ii) an Officer's Certificate specifying the amount of Debentures to be dated authenticated and the date of its authenticationon which such Debentures are to be authenticated, the Trustee will authenticate and deliver such Debentures.

Execution of Debentures. The Debentures shall, subject to the provisions of Section 2.06, be printed on steel engraved borders or fully or partially engraved, or legibly typed, as determined by the Officers of the Company executing such Debentures, and shall be signed in the name and on behalf of the Company by two Officers of the Company. Each such signature may be in the form of a manual or facsimile signature and may be imprinted or otherwise reproduced on the Debentures and for that purpose the Company may use the manual or facsimile signature of its Chairman any Person who shall have been an Officer of the Board Company, notwithstanding the fact that at the time the Debentures shall be authenticated and delivered or disposed of Directors, Chief Executive such Person shall have ceased to be such an Officer, Vice Chairman, President, one of its Managing Directors or one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents. Only such Debentures as shall bear thereon a certificate Certificate of authentication Authentication substantially in the form herein before recitedestablished for such Debentures, executed manually by an authorized signatory of the Trustee Trustee, or the by any Authenticating Agent by the manual signature of an authorized signerwith respect to such Debentures, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate executed by the Trustee, or by any Authenticating Agent appointed by the Trustee or the Authenticating Agent with respect to such Debentures, upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered made available for delivery hereunder and that the holder is entitled to the benefits of this Indenture. In case Notwithstanding the foregoing, if any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed Debenture shall have been authenticated and delivered by the Trustee or the Authenticating Agent, or disposed of hereunder but never issued and sold by the Company, and the Company shall deliver such Debentures nevertheless may Debenture to the Trustee for cancellation as provided in Section 2.08, for all purposes of this Indenture such Debenture shall be deemed never to have been authenticated and delivered or disposed hereunder and shall never be entitled to the benefits of as though this Indenture. At any time and from time to time after the Person who signed such execution and delivery of this Indenture, the Company may deliver Debentures had not ceased of any series executed by the Company to be such officer of the Company; and any Debenture may be signed on behalf Trustee for authentication, together with a written order of the Company by such Persons as, at for the actual date of the execution authentication and delivery of such DebentureDebentures, shall be the proper officers signed by two Officers of the Company, although at and the date of the execution of this Indenture any Trustee in accordance with such person was not written order shall authenticate and make available for delivery such an officerDebentures. Every Each Debenture shall be dated the date of its authenticationauthentication by the Trustee. In authenticating such Debentures and accepting the additional responsibilities under this Indenture in relation to such Debentures, the Trustee shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating that the form and terms thereof have been established in conformity with the provisions of this Indenture. The Trustee shall not be required to authenticate such Debentures if the issue of such Debentures pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Debentures and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.

Execution of Debentures. The Debentures shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of Directors, Chief Executive Officer, Vice Chairman, President, one its President or any of its Managing Directors Senior Vice President or one Vice Presidents and attested by the manual or facsimile signature of its Executive Vice PresidentsSecretary or any of its Assistant Secretaries (which may be printed, Senior Vice Presidents engraved or Vice Presidentsotherwise reproduced thereon, by facsimile or otherwise). Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before hereinbefore recited, manually executed by the Trustee or the Authenticating Agent by the manual signature of an authorized signerTrustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating AgentTrustee, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Debentures had not ceased to be such officer of the Company; and any Debenture may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture indenture any such person was not such an officer. Every Debenture shall be dated the date of its authentication.

Execution of Debentures. The Debentures shall, subject to the provisions of Section 2.06, be printed on steel engraved borders or fully or partially engraved, or legibly typed, as the proper officers of the Company may determine, and shall be signed in the name and on behalf of the Company by its President or any Vice President and by its Treasurer, Controller or Secretary or an Assistant Treasurer or Assistant Secretary, under its corporate seal or a facsimile thereof reproduced thereon. The signature of any of these officers on the Debentures may be manual or facsimile. The seal of the Company may be in the form of a facsimile of the seal of the Company and may be impressed, affixed, imprinted or otherwise reproduced on the Debentures. Debentures bearing the manual or facsimile signature signatures of its Chairman individuals who were at any time the proper officers of the Board Company shall bind the Company, notwithstanding that such individuals or any of Directors, Chief Executive Officer, Vice Chairman, President, one them have ceased to hold such offices prior to the authentication and delivery of its Managing Directors or one such Debentures and did not hold such offices at the date of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidentssuch Debentures. Only such Debentures as shall bear thereon a certificate Certificate of authentication Authentication substantially in the form herein before recitedestablished for such Debentures, executed manually by an authorized signatory of the Trustee Trustee, or the by any Authenticating Agent by the manual signature of an authorized signerwith respect to such Debentures, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate executed by the Trustee, or by any Authenticating Agent appointed by the Trustee or the Authenticating Agent with respect to such Debentures, upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case At any officer time and from time to time after the execution and delivery of this Indenture, the Company may deliver Debentures of any series executed by the Company to the Trustee for authentication, together with a written order of the Company who for the authentication and delivery of such Debentures, signed by its President or any Vice President and by its Treasurer, Controller or Secretary or any Assistant Treasurer or Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and make available for delivery such Debentures. In authenticating such Debentures and accepting the additional responsibilities under this Indenture in relation to such Debentures, the Trustee shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating that the form and terms thereof have signed any been established in conformity with the provisions of this Indenture. The Trustee shall not be required to authenticate such Debentures if the issue of such Debentures pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating Agent, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debentures had not ceased to be such officer of the Company; and any Debenture may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was or otherwise in a manner which is not such an officer. Every Debenture shall be dated reasonably acceptable to the date of its authenticationTrustee.

Execution of Debentures. The Debentures shall be ------------------------- signed in the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of Directors, Chief Executive Officer, Vice Chairman, President, one of its Managing Directors or one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents. Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before recited, executed by the Trustee or the Authenticating Agent by the manual signature of an authorized signer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating Agent, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debentures had not ceased to be such officer of the Company; and any Debenture may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer. Every Debenture shall be dated the date of its authentication. SECTION 2.5.

Execution of Debentures. The Debentures shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of Directors, Chief Executive Officer, Vice Chairman, President, one of its Managing Directors Chief Operating Officer or one of its Executive any Vice Presidents, Senior President (whether or not designated by a number or numbers or word or words added before or after the title "Vice Presidents or Vice PresidentsPresident"). Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before recitedset forth on the form of Debenture attached as Exhibit A hereto, manually executed by the Trustee (or the Authenticating Agent an authenticating agent appointed by the manual signature of an authorized signerTrustee as provided by Section 16.12, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or the Authenticating Agent such an authenticating agent) upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating AgentTrustee, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Debentures had not ceased to be such officer of the Company; , and any Debenture may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer. Every Debenture shall be dated the date of its authentication.

Execution of Debentures. The Debentures shall be signed executed manually or by facsimile signatures in the name and on behalf of the Company by its Chairman of the Board, its President or any of its Vice President under its corporate seal (which may be printed, engraved or otherwise reproduced thereon, by facsimile or otherwise) attested by the manual or facsimile signature of its Chairman of the Board of Directors, Chief Executive Officer, Vice Chairman, President, one of its Managing Directors Secretary or one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidentsan Assistant Secretary. Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before hereinabove recited, manually executed by the Trustee or the Authenticating Agent by of the manual signature of an authorized signerTrustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent of the Trustee upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenturehereunder. In case If any officer of the Company who shall have signed (manually or by facsimile) executed or attested any of the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by or on behalf of the Trustee or the Authenticating AgentTrustee, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person person who signed executed such Debentures had not ceased to be such officer of the Company; and any Debenture may be signed executed on behalf of the Company by such Persons persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer. Every Debenture shall be dated the date of its authentication.

Execution of Debentures. The Debentures shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of DirectorsBoard, Chief Executive Officer, President or any Vice Chairman, President (whether or not designated by a number or numbers or word or words added before or after the title "Vice President, one of its Managing Directors or one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents"). Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before recitedset forth on the form of Debenture attached as Exhibit A hereto, manually executed by the Trustee (or the Authenticating Agent an authenticating agent appointed by the manual signature of an authorized signerTrustee as provided by Section 19.10), shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or the Authenticating Agent such an authenticating agent) upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating AgentTrustee, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Debentures had not ceased to be such officer of the Company; , and any Debenture may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer. Every Debenture shall be dated the date of its authentication.

Execution of Debentures. The Debentures shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of DirectorsBoard, Chief Executive Officer, President or any Vice Chairman, President, one of its Managing Directors President (whether or one of its Executive Vice Presidents, Senior Vice Presidents not designated by a number or Vice Presidentsnumbers or word or words added before or after the title "VICE PRESIDENT"). Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before recitedset forth on the form of Debenture attached as Exhibit A hereto, manually executed by the Trustee (or the Authenticating Agent an authenticating agent appointed by the manual signature of an authorized signerTrustee as provided by Section 18.10), shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or the Authenticating Agent such an authenticating agent) upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company or of a Subsidiary Guarantor, as the case may be, who shall have signed any of the Debentures or any of the Subsidiary Guarantees, as the case may be, shall cease to be such officer before the Debentures or Subsidiary Guarantees, as the case may be, so signed shall have been authenticated and delivered by the Trustee or the Authenticating AgentTrustee, or disposed of by the Company, such Debentures or Subsidiary Guarantees, as the case may be, nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Debentures or Subsidiary Guarantees, as the case may be, had not ceased to be such officer of the Company; Company or of a Subsidiary Guarantor, as the case may be, and any Debenture or Subsidiary Guarantees, as the case may be, may be signed on behalf of the Company or of a Subsidiary Guarantor, as the case may be, by such Persons persons as, at the actual date of the execution of such DebentureDebenture or Subsidiary Guarantees, as the case may be, shall be the proper officers of the CompanyCompany or of a Subsidiary Guarantor, as the case may be, although at the date of the execution of this Indenture any such person was not such an officer. Every Debenture shall be dated the date of its authentication.

Execution of Debentures. The Debentures shall be signed in ----------------------- the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of Directors, Chief Executive Officer, Vice Chairman, President, one of its Managing Directors or one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents. Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before recited, executed by the Trustee or the Authenticating Agent by the manual signature of an authorized signer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating Agent, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debentures had not ceased to be such officer of the Company; and any Debenture may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer. Every Debenture shall be dated the date of its authentication. SECTION 2.5.

Execution of Debentures. The Debentures shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of DirectorsBoard, Chief Executive Officer, President or any Vice Chairman, President (whether or not designated by a number or numbers or word or words added before or after the title “Vice President, one ”) and attested by the manual or facsimile signature of its Managing Directors Secretary or one any of its Executive Vice PresidentsAssistant Secretaries or its Treasurer or any of its Assistant Treasurers (which may be printed, Senior Vice Presidents engraved or Vice Presidentsotherwise reproduced thereon, by facsimile or otherwise). Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before recitedset forth on the form of Debenture attached as Exhibit A hereto, manually executed by the Trustee (or the Authenticating Agent an authenticating agent appointed by the manual signature of an authorized signerTrustee as provided by Section 16.11), shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or the Authenticating Agent such an authenticating agent) upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating AgentTrustee, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Debentures had not ceased to be such officer of the Company; , and any Debenture may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer. Every Debenture shall be dated the date of its authentication.

Execution of Debentures. The Debentures shall be signed manually or in facsimile in the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of DirectorsBoard, Chief Executive Officer, Vice Chairman, the President, one of any Vice President, the Chief Financial Officer or the Treasurer, and attested manually or in facsimile by its Managing Directors Secretary or one of its Executive Vice Presidents, Senior Vice Presidents or Vice PresidentsAssistant Secretaries. Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before recitedprovided in Section 2.03, executed manually by the Trustee or the Authenticating Agent by the manual signature of an authorized signerTrustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenturehereunder. In case any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating AgentTrustee, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debentures had not ceased to be such officer of the Company; and any Debenture may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person Person was not such an officer. Every Debenture shall be dated the date of its authentication.

Execution of Debentures. The Debentures shall be signed in ----------------------- the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of DirectorsPresident, its Chief Executive Officer, Vice Chairman, President, one of its Managing Directors or one any of its Executive or Senior Vice Presidents, Senior or any of its Vice Presidents (whether or not designated by a number or numbers or word or words added before or after the title "Vice PresidentsPresident") and attested by the facsimile signature of its Secretary or any of its Assistant Secretaries (which may be printed, engraved or otherwise reproduced thereon, by facsimile or otherwise). Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before recitedset forth on the form of Debenture attached as Exhibit A hereto, manually executed by the Trustee (or the Authenticating Agent an authenticating agent appointed by the manual signature of an authorized signerTrustee as provided by Section 16.11), shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or the Authenticating Agent such an authenticating agent) upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating AgentTrustee, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Debentures had not ceased to be such officer of the Company; and any Debenture may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer. Every Debenture shall be dated the date of its authentication.

Execution of Debentures. The Debentures shall, subject to the provisions of Section 2.6, be printed on steel engraved borders or fully or partially engraved, or legibly typed, as the proper officers of the Company may determine, and shall be signed in the name and on behalf of the Company by an Officer of the Company. The Officer's signature may be in the form of a manual or facsimile signature of a present or any future Officer of the Company and may be imprinted or otherwise reproduced on the Debentures and for that purpose the Company may use the manual or facsimile signature of its Chairman any person who shall have been an Officer, notwithstanding the fact that at the time the Debentures shall be authenticated and delivered or disposed of such person shall have ceased to be an Officer of the Board of Directors, Chief Executive Officer, Vice Chairman, President, one of its Managing Directors or one of its Executive Vice Presidents, Senior Vice Presidents or Vice PresidentsCompany. Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before recitedestablished for such Debentures, executed manually by an authorized signatory of the Trustee Trustee, or the by any Authenticating Agent by the manual signature of an authorized signerwith respect to such Debentures, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate executed by the Trustee, or by any Authenticating Agent appointed by the Trustee or the Authenticating Agent with respect to such Debentures, upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered made available for delivery hereunder and that the holder is entitled to the benefits of this Indenture. In case At any officer time and from time to time after the execution and delivery of this Indenture, the Company may deliver Debentures of any series executed by the Company to the Trustee for authentication, together with a written order of the Company who shall have for the authentication and delivery of such Debentures, signed any by (i) its Chairman of the Board, President or any Vice President and (ii) its Treasurer or any Assistant Treasurer or its Secretary, and the Trustee in accordance with such written order shall authenticate and make available for delivery such Debentures. In authenticating such Debentures and accepting the additional responsibilities under this Indenture in relation to such Debentures, the Trustee shall cease be entitled to receive, and (subject to Section 5.1) shall be fully protected in relying upon, an Opinion of Counsel stating that the form and terms thereof have been established in conformity with the provisions of this Indenture. The Trustee shall not be required to authenticate such officer before Debentures if the issue of such Debentures pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating Agent, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debentures had not ceased to be such officer of the Company; and any Debenture may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was or otherwise in a manner which is not such an officer. Every Debenture shall be dated reasonably acceptable to the date of its authenticationTrustee.

Execution of Debentures. The Debentures shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chairman or Vice-Chairman of the Board of Directors, Chief Executive Officer, Vice Chairman, President, one of its Managing Directors or one any of its Executive or Senior Vice Presidents, Senior Managing Director, or any of its Vice Presidents (whether or not designated by a number or numbers or word or words added before or after the title "Vice PresidentsPresident"). Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before recitedset forth on the form of Debenture attached as Exhibit A hereto, manually executed by the Trustee (or the Authenticating Agent an authenticating agent appointed by the manual signature of an authorized signerTrustee as provided by Section 17.11), shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or the Authenticating Agent such an authenticating agent) upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating AgentTrustee, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Debentures had not ceased to be such officer of the Company; and any Debenture may be signed on behalf of the Company by such Persons persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer. Every Debenture shall be dated the date of its authentication.

Execution of Debentures. The Debentures shall, subject to the provisions of Section 2.06, be printed on steel engraved borders or fully or partially engraved, or legibly typed, as the proper officers of the Company may determine, and shall be signed in the name and on behalf of the Company by the Chairman or Vice Chairman of its Board of Directors or its President or one of its Vice Presidents, under its corporate seal attested by its Secretary or one of its Assistant Secretaries. The signature of the Chairman, Vice Chairman, President or a Vice President and/or the signature of the Secretary or an Assistant Secretary in attestation of the corporate seal, upon the Debentures, may be in the form of a manual or facsimile signature of its Chairman of the Board of Directors, Chief Executive Officera present or any future Chairman, Vice Chairman, President or Vice President and of a present or any future Secretary or Assistant Secretary and may be imprinted or otherwise reproduced on the Debentures and for that purpose the Company may use the manual or facsimile signature of any person who shall have been a Chairman, Vice Chairman, President or Vice President, one or of its Managing Directors any person who shall have been a Secretary or one Assistant Secretary, notwithstanding the fact that at the time the Debentures shall be authenticated and delivered or disposed of its Executive such person shall have ceased to be the Chairman, Vice PresidentsChairman, Senior President or a Vice Presidents President, or Vice Presidentsthe Secretary or an Assistant Secretary, of the Company, as the case may be. The seal of the Company may be in the form of a facsimile of the seal of the Company and may be impressed, affixed, imprinted or otherwise reproduced on the Debentures. Only such Debentures as shall bear thereon a certificate Certificate of authentication Authentication substantially in the form herein before recitedestablished for such Debentures, executed manually by an authorized signatory of the Trustee Trustee, or the by any Authenticating Agent by the manual signature of an authorized signerwith respect to such Debentures, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate executed by the Trustee, or by any Authenticating Agent appointed by the Trustee or the Authenticating Agent with respect to such Debentures, upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered made available for delivery hereunder and that the holder is entitled to the benefits of this Indenture. In case At any officer time and from time to time after the execution and delivery of this Indenture, the Company may deliver Debentures of any series executed by the Company to the Trustee for authentication, together with a written order of the Company who shall have for the authentication and delivery of such Debentures, signed by its President or any of the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated Vice President and delivered by its Treasurer or any Assistant Treasurer, and the Trustee or the Authenticating Agent, or disposed of by the Company, in accordance with such written order shall authenticate and make available for delivery such Debentures. In authenticating such Debentures nevertheless may be authenticated and delivered or disposed of as though accepting the Person who signed additional responsibilities under this Indenture in relation to such Debentures had not ceased to be such officer of Debentures, the Company; and any Debenture may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Debenture, Trustee shall be the proper officers of the Companyentitled to receive, although at the date of the execution of this Indenture any such person was not such an officer. Every Debenture and (subject to Section 7.01) shall be dated the date of its authentication.fully protected in relying upon, an Opinion