Common use of Execution of Securities Clause in Contracts

Execution of Securities. The Securities and each Coupon appertaining thereto, if any, shall be executed manually or in facsimile, by any two of the Chairman of the Board, Chief Executive Officer, the President, any Vice President, the Secretary, any Assistant Secretary, the Chief Financial officer, the Treasurer or any Assistant Treasurer of the Company under its corporate seal (except in the case of Coupons), which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwise. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form recited herein, executed by the Trustee manually by an authorized officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of the Trustee upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any officer of the Company who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such officer before the Securities or Coupons so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities or Coupons had not ceased to be such officer of the Company. Also, any Security or Coupon may be signed on behalf of the Company by such Persons as on the actual date of execution of such Security or Coupon shall be the proper officers of the Company, although at the date of the execution of this Indenture or on the nominal date of such Security any such Person was not such officer.

Execution of Securities. The Securities and each Coupon appertaining thereto, if any, shall be executed manually or in facsimile, by any two signed on behalf of the Chairman Issuer by the chairman of the Board, Chief Executive OfficerBoard of Directors, the Presidentvice chairman, the president, any Vice Presidentvice president, the Secretarytreasurer, any Assistant Secretaryassistant treasurer, the Chief Financial officersecretary, the Treasurer any assistant secretary, any manager or any Assistant Treasurer other authorized representative duly authorized to act for or on behalf of the Company under its corporate seal (except in the case of Coupons), which Issuer. Such signatures may be affixed thereto the manual or printed, engraved or otherwise reproduced thereon, by facsimile or otherwise. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form recited herein, executed by the Trustee manually by an authorized officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication signature of the Trustee upon present or any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenturefuture such officers. Typographical or and other minor errors or defects in the seal or facsimile any such reproduction of any such signature on any Security or in the text thereof shall not affect the validity or enforceability of such any Security if it that has been duly authenticated and delivered by the Trustee. Any Coupons attached to any Unregistered Security shall be executed on behalf of the Issuer by the manual or facsimile signature of any such officer or manager of the Issuer or any Person duly authorized to act for or on behalf of the Issuer. In case any officer or manager of the Company Issuer who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) Coupons shall cease to be such officer or manager before the Securities Security or Coupons Coupon so signed shall have been be authenticated (in the case of the Securities) and delivered by the Trustee, Trustee or disposed of by the CompanyIssuer, such Securities Security or Coupons Coupon nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities Security or Coupons Coupon had not ceased to be such officer or manager of the Company. Also, Issuer; and any Security or Coupon may be signed on behalf of the Company Issuer by such Persons as on persons as, at the actual date of the execution of such Security or Coupon Coupon, shall be the proper officers or managers of the CompanyIssuer, although at the date of the execution and delivery of this Indenture or on the nominal date of such Security any such Person person was not such officeran officer or manager.

Execution of Securities. The Securities and each Coupon appertaining thereto, if any, shall be executed manually or in facsimile, by any two of an officer and the Chairman of the Board, Chief Executive Officer, the President, any Vice President, the Secretary, any Secretary or an Assistant Secretary, the Chief Financial officer, the Treasurer or any Assistant Treasurer Secretary of the Company under its corporate seal (except in the case of Coupons)seal, which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwise. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form recited herein, executed by the Trustee manually by an authorized officer, shall be entitled to the benefits of this Indenture or of the Guarantee or be valid or obligatory for any purpose. Such certificate of authentication of the Trustee upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any officer of the Company who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) ), shall cease to be such officer before the Securities or Coupons so signed shall have been authenticated and delivered by the Trustee, or disposed of by the CompanyCompany or the Guarantor, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities or Coupons had not ceased to be such officer of the Company. Also, any Security or Coupon may be signed on behalf of the Company by such Persons as on the actual date of execution of such Security or Coupon shall be the proper officers of the Company, although at the date of the execution of this Indenture or on the nominal date of such Security any such Person was not such officer.

Execution of Securities. The Securities and each Coupon appertaining thereto, if any, shall be executed manually printed or in facsimilefully or partially engraved, by any two of or legibly typed, as the Chairman of the Board, Chief Executive Officer, the President, any Vice President, the Secretary, any Assistant Secretary, the Chief Financial officer, the Treasurer or any Assistant Treasurer proper officer of the Company under its corporate seal (except may determine, and shall be signed on behalf of the Company by an Authorized Officer. The signature of such Authorized Officer upon the Securities may be in the case form of Coupons), which a facsimile signature of a present or any future Authorized Officer and may be affixed thereto or printed, engraved imprinted or otherwise reproduced thereonon the Securities and for that purpose the Company may use the facsimile signature of any person who shall have been an Authorized Officer, by facsimile notwithstanding the fact that at the time the Securities shall be authenticated and delivered or otherwisedisposed of such person shall have ceased to be an Authorized Officer. Only such Securities or Coupons, if any, as shall bear thereon a certificate Certificate of authentication Authentication substantially in the form recited hereinestablished for such Securities, executed by the Trustee manually by an authorized officersignatory of the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of executed by the Trustee upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder registered holder thereof is entitled to the benefits of this Indenture. Typographical At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with an indenture supplemental hereto or other errors or defects in a Company Order for the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability authentication and delivery of such Security if it has been duly authenticated Securities and delivered by the Trustee. In case any officer of the Company who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such officer before the Securities or Coupons so signed shall have been authenticated and delivered by the Trustee, in accordance with such supplemental indenture or disposed Company Order, shall authenticate and deliver such Securities. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall receive and (subject to Section 7.01) shall be fully protected in relying upon, (i) an Opinion of Counsel and (ii) an Officers’ Certificate, each stating that the form and terms thereof have been established in conformity with the provisions of this Indenture. Each Opinion of Counsel and Officers’ Certificate delivered pursuant to this Section 2.04 shall include all statements prescribed in Section 13.06(b). Such Opinion of Counsel shall also be to the effect that when such Securities have been executed by the Company, such Securities or Coupons nevertheless may be Company and authenticated by the Trustee in accordance with the provisions of this Indenture and delivered or disposed of as though to and duly paid for by the Person who signed such Securities or Coupons had not ceased to purchasers thereof, they will be such officer of the Company. Also, any Security or Coupon may be signed on behalf of the Company by such Persons as on the actual date of execution of such Security or Coupon shall be the proper officers valid and legally binding obligations of the Company, although at enforceable in accordance with their terms (subject to customary exceptions) and will be entitled to the date benefits of this Indenture. The Trustee shall not be required to authenticate such Securities if the execution issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or on otherwise in a manner which is not reasonably acceptable to the nominal date of such Security any such Person was not such officerTrustee.

Execution of Securities. The Securities and each Coupon appertaining thereto, if any, shall be executed manually or signed in facsimile, by any two the name and on behalf of the Company by the manual or facsimile signatures of its Chairman of the Board, Chief Executive Officerany one of its Vice Chairmen, the President, any Vice President, the Secretary, any Assistant Secretary, the Chief Financial officer, the Treasurer its President or any Assistant Treasurer one of the Company its Vice Presidents, under its corporate seal (except in the case of Coupons), which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwise) and attested to by its Secretary or any one of its Assistant Secretaries, whose signatures may be manual or facsimile. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form recited hereinhereinbefore recited, executed by or on behalf of the Trustee manually by an authorized officermanual signature, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication by or on behalf of the Trustee upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any officer of the Company who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such officer before the Securities or Coupons so signed shall have been authenticated and delivered by or on behalf of the Trustee, or disposed of by the Company, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities or Coupons had not ceased to be such officer of the Company. Also, ; and any Security or Coupon may be signed on behalf of the Company by such Persons as on persons as, at the actual date of the execution of such Security or Coupon Security, shall be the proper officers of the Company, although at the date of the execution of this Indenture or on the nominal date of such Security any such Person person was not such an officer.

Execution of Securities. The Securities Each Security shall be signed in the name and each Coupon appertaining theretoon behalf of the Issuer manually or by the President or any Vice President of its general partner attested by the manual or facsimile signature of the Secretary or an Assistant Secretary of its general partner, if anyprior to the authentication of the Security, and the delivery of such Security by the Trustee upon an Issuer Order, after the authentication thereof hereunder, shall be executed manually or in facsimile, by any two constitute due delivery of such Security on behalf of the Chairman Issuer. In case any officer of the Board, Chief Executive Officer, the President, any Vice President, the Secretary, any Assistant Secretary, the Chief Financial officer, the Treasurer or any Assistant Treasurer general partner of the Company under its corporate seal (except in Issuer who shall have signed, or whose facsimile signature appears on any of the case of Coupons)Securities, which shall cease to be such officer before the Securities shall have been authenticated and delivered by the Trustee or disposed of, such Security nevertheless may be affixed thereto authenticated and delivered or printeddisposed of as though the Person who signed such Security had not ceased to be such officer. Any Security may be signed on behalf of the Issuer by such officer as at the actual date of the execution of such Security shall be the proper officer of the Issuer, engraved or otherwise reproduced thereon, by facsimile or otherwisealthough at the date of the execution of this Indenture any such Person was not such an officer. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form recited hereinherein recited, executed by the Trustee manually by an manual signature of one of its authorized officerofficers, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of by the Trustee upon any Security or Coupon, if any, executed by the Company Issuer shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any officer of the Company who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such officer before the Securities or Coupons so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities or Coupons had not ceased to be such officer of the Company. Also, any Security or Coupon may be signed on behalf of the Company by such Persons as on the actual date of execution of such Security or Coupon shall be the proper officers of the Company, although at the date of the execution of this Indenture or on the nominal date of such Security any such Person was not such officer.

Execution of Securities. The Securities and each Coupon appertaining thereto, if any, shall be executed signed on behalf of the Company, manually or in facsimile, by any two its Chairman of the Board or any Vice Chairman of the Board, Chief or its President or any Vice Chairman or any Executive Officer, the President, any Vice President, the Secretary, any Assistant Secretary, Chief Operating Officer or the Chief Financial officer, the Treasurer or any Assistant Treasurer Officer of the Company and by its Treasurer or an Assistant Treasurer, the Controller or its Secretary or an Assistant Secretary under its corporate seal (except in the case of Coupons)seal, which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwise. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form recited herein, executed by or on behalf of the Trustee manually by an authorized officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of by the Trustee upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any officer of the Company who shall have signed any of the Securities or CouponsSecurities, if any, (manually or in facsimile) , shall cease to be such officer before the Securities or Coupons so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities or Coupons had not ceased to be such officer of the Company. Also, ; and any Security or Coupon may be signed on behalf of the Company Company, manually or in facsimile, by such Persons as on persons as, at the actual date of the execution of such Security or Coupon Security, shall be the proper officers of the Company, although at the date of the execution of this Indenture or on the nominal date of such Security any such Person person was not such officer.

Execution of Securities. The Securities and each Coupon appertaining thereto, if any, shall be executed signed on behalf of the Company, manually or in facsimile, by any two of the its Chairman of the Board, Chief Executive Officer, the President, any Vice President, the Secretary, any Assistant Secretary, the Chief Financial officer, the Treasurer or any Assistant Treasurer of the Company under its corporate seal (except in the case of Coupons)seal, which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwiseotherwise and attested by its Corporate Secretary or one of its Assistant Corporate Secretaries of the Corporate Secretaries of the Company. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form recited herein, executed by or on behalf of the Trustee manually by an authorized officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of by the Trustee upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any officer of the Company who shall have signed any of the Securities or CouponsSecurities, if any, (manually or in facsimile) , shall cease to be such officer before the Securities or Coupons so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities or Coupons had not ceased to be such officer of the Company. Also, ; and any Security or Coupon may be signed on behalf of the Company Company, manually or in facsimile, by such Persons as on persons as, at the actual date of the execution of such Security or Coupon Security, shall be the proper officers of the Company, although at the date of the execution of this Indenture or on the nominal date of such Security any such Person person was not such officer.

Execution of Securities. The Securities shall be signed on behalf of each Issuer by an Officer thereof. Such signatures upon the Securities may be the manual or facsimile signatures of the present or any future such Officers and may be imprinted or otherwise reproduced on the Securities. The seal of each Coupon appertaining theretoIssuer, if any, shall is not required to appear on the Securities, but if it does so appear it may be executed manually or in facsimile, by any two of the Chairman of the Board, Chief Executive Officer, the President, any Vice President, the Secretary, any Assistant Secretary, the Chief Financial officer, the Treasurer or any Assistant Treasurer of the Company under its corporate seal (except in the case form of Coupons), which a facsimile thereof and may be affixed thereto or printedimpressed, engraved affixed, imprinted or otherwise reproduced thereon, by facsimile or otherwiseon the Securities. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form recited hereinhereinbefore recited, executed manually signed by the Trustee manually by an authorized officerTrustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of by the Trustee upon any Security or Coupon, if any, executed by the Company each Issuer shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trusteehereunder. In case any officer Officer of the Company either Issuer who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such officer Officer before the Securities or Coupons so signed shall have been authenticated and delivered by the Trustee, or disposed of by the CompanyIssuers, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities or Coupons had not ceased to be such officer Officer of the Company. Also, such Issuer; and any Security or Coupon may be signed on behalf of the Company each Issuer by such Persons as on Person as, at the actual date of the execution of such Security or Coupon Security, shall be the proper officers Officer of the Companysuch Issuer, although at the date of such Security or of the execution of this Indenture or on the nominal date of such Security any such Person was not such officerOfficer.

Execution of Securities. The Securities and and, if applicable, each Coupon appertaining theretothereto shall be signed on behalf of the Issuer by any officer of the Issuer duly authorized by the Board to execute Securities or, if anyapplicable, shall Coupons, which Securities or Coupons may, but need not, be executed manually attested. Such signatures may be the manual or in facsimile, by any two facsimile signatures of the Chairman of the Board, Chief Executive Officer, the President, any Vice President, the Secretary, any Assistant Secretary, the Chief Financial officer, the Treasurer present or any Assistant Treasurer of the Company under its corporate seal (except in the case of Coupons), which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwisefuture such officers. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form recited herein, executed by the Trustee manually by an authorized officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of the Trustee upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture. Typographical or other Minor errors or defects in the seal or facsimile any such reproduction of any such signature on any Security or in the text thereof shall not affect the validity or enforceability of such any Security if it that has been duly authenticated and delivered by the Trustee. In case any officer of the Company Issuer who shall have signed any of the Securities or Coupons, if any, (manually pursuant to his or in facsimile) her authorization to do so, shall cease to be such officer officer, or such authorization shall be withdrawn, before the Securities Security or Coupons Coupon so signed (or the Security to which the Coupon so signed appertains) shall have been be authenticated and delivered by the Trustee, Trustee or disposed of by the CompanyIssuer, such Securities Security or Coupons Coupon nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities Security or Coupons Coupon had not ceased to be such officer of or the Company. Also, authorization to sign such Security or Coupon had not been withdrawn; and any Security or Coupon may be signed on behalf of the Company Issuer by such Persons as on any two persons as, at the actual date of the execution of such Security or Coupon Coupon, shall be the proper officers of the Companyauthorized to do so, although at the date of the execution and delivery of this Indenture or on the nominal date of such Security any such Person person was not such officerso authorized.

Execution of Securities. The Securities and each Coupon appertaining thereto, if any, shall be executed manually or signed in facsimile, by any two the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board, its Vice Chairman, its Chief Executive Officer, the Presidentits Senior Executive, any Vice President, the Secretary, any Assistant Secretary, the its Chief Financial officerOfficer, the Treasurer its President or any one of its Vice Presidents and attested to by its Secretary or any one of its Assistant Treasurer of the Company under its corporate seal (except in the case of Coupons)Secretaries, which whose signatures may be affixed thereto manual or printed, engraved or otherwise reproduced thereon, by facsimile or otherwisefacsimile. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form recited hereinhereinbefore recited, executed by or on behalf of the Trustee manually by an authorized officermanual signature, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication by or on behalf of the Trustee upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any officer of the Company who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such officer before the Securities or Coupons so signed shall have been authenticated and delivered by or on behalf of the Trustee, or disposed of by the Company, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities or Coupons had not ceased to be such officer of the Company. Also, ; and any Security or Coupon may be signed on behalf of the Company by such Persons as on persons as, at the actual date of the execution of such Security or Coupon Security, shall be the proper officers of the Company, although at the date of the execution of this Indenture or on the nominal date of such Security any such Person person was not such an officer.

Execution of Securities. The Securities and and, if applicable, each Coupon appertaining thereto, if any, thereto shall be executed manually or in facsimile, signed on behalf of the Issuer by any two Authorized Signatories of the Chairman Issuer authorized to execute Securities or, if applicable, Coupons, which Securities or Coupons may, but need not, be attested. Such signatures may be the manual, facsimile or electronic signatures of the Board, Chief Executive Officer, the President, any Vice President, the Secretary, any Assistant Secretary, the Chief Financial officer, the Treasurer present or any Assistant Treasurer of the Company under its corporate seal (except in the case of Coupons), which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwisefuture such Authorized Signatory. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form recited herein, executed by the Trustee manually by an authorized officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of the Trustee upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture. Typographical or other Minor errors or defects in the seal or facsimile any such reproduction of any such signature on any Security or in the text thereof shall not affect the validity or enforceability of such any Security if it that has been duly authenticated and delivered by the Trustee. In case any officer Authorized Signatory of the Company Issuer who shall have signed any of the Securities or Coupons, if any, (manually pursuant to his or in facsimile) her authorization to do so, shall cease to be an Authorized Signatory, or such officer authorization shall be withdrawn, before the Securities Security or Coupons Coupon so signed (or the Security to which the Coupon so signed appertains) shall have been be authenticated and delivered by the Trustee, Trustee or disposed of by the CompanyIssuer, such Securities Security or Coupons Coupon nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities Security or Coupons Coupon had not ceased to be such officer of Authorized Signatory or the Company. Also, authorization to sign such Security or Coupon had not been withdrawn; and any Security or Coupon may be signed on behalf of the Company Issuer by such Persons as on any two Authorized Signatories as, at the actual date of the execution of such Security or Coupon Coupon, shall be authorized by the proper officers of the CompanyIssuer to do so, although at the date of the execution and delivery of this Indenture or on the nominal date of such Security any such Person person was not such officerso authorized.

Execution of Securities. The Securities and each Coupon appertaining thereto, if any, shall be executed manually or signed in facsimile, by any two the name and on behalf of the Corporation by the facsimile signature of its Chairman of the BoardBoard of Directors, Chief Executive OfficerPresident or one of its Vice Presidents and by the facsimile signature of its Treasurer, the Presidentone of its Assistant Treasurers, any Vice PresidentSecretary or one of its Assistant Secretaries, the Secretary, any Assistant Secretary, the Chief Financial officer, the Treasurer or any Assistant Treasurer of the Company under its corporate seal (except in the case of Coupons), which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwise, and which need not be attested. Only such Securities or Coupons, if any, as shall bear thereon a certificate Certificate of authentication Authentication substantially in the form recited hereinhereinbefore recited, executed by the Debt Trustee manually by an authorized officeror the Authenticating Agent, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of by the Debt Trustee or the Authenticating Agent upon any Security or Coupon, if any, executed by the Company Corporation shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any officer of the Company Corporation who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such officer before the Securities or Coupons so signed shall have been authenticated and delivered by the TrusteeDebt Trustee or the Authenticating Agent, or disposed of by the CompanyCorporation, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities or Coupons had not ceased to be such officer of the Company. Also, Corporation; and any Security or Coupon may be signed on behalf of the Company Corporation by such Persons as on persons as, at the actual date of the execution of such Security or Coupon Security, shall be the proper officers of the CompanyCorporation, although at the date of the execution of this Indenture or on the nominal date of such Security any such Person person was not such an officer.

Execution of Securities. The Securities and each Coupon appertaining thereto, if any, shall be executed manually or signed in facsimile, by any two the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board, Vice Chairman of the Board, Chief Executive Officer, the President, President or any Vice President, President (whether or not designated by a number or numbers or word or words added before or after the Secretary, title "VICE PRESIDENT") and attested by the manual or facsimile signature of its Secretary or any of its Assistant Secretary, the Chief Financial officer, the Secretaries or its Treasurer or any of its Assistant Treasurer of the Company under its corporate seal Treasurers (except in the case of Coupons), which may be affixed thereto or printed, printed engraved or otherwise reproduced thereon, by facsimile or otherwise) . Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form recited hereinset forth on the form of Security attached as Exhibit A hereto, manually executed by the Trustee manually (or an authenticating agent appointed by an authorized officerthe Trustee as provided by Section 13.11), shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of by the Trustee (or such an authenticating agent) upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder Securityholder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any officer of the Company who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such officer before the Securities or Coupons so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities or Coupons had not ceased to be such officer of the Company. Also, and any Security or Coupon may be signed on behalf of the Company by such Persons as on persons as, at the actual date of the execution of such Security or Coupon Security, shall be the proper officers of the Company, although at the date of the execution of this Indenture or on the nominal date of such Security any such Person person was not such an officer.

Execution of Securities. The Securities and each Coupon Coupons appertaining thereto, if any, shall be executed manually or in facsimile, by any two signed on behalf of the Chairman of the BoardCompany (i) by its Chairman, President, Chief Executive Officer, the President, or any Vice President, the Secretary, President and (ii) by its Secretary or any Assistant Secretary, . Such signatures may be the Chief Financial officer, manual or facsimile signatures of the Treasurer present or any Assistant Treasurer of the Company under its corporate seal (except in the case of Coupons), which future such authorized officers and may be affixed thereto or printed, engraved imprinted or otherwise reproduced thereon, by facsimile or otherwiseon the Securities and such Coupons. Only such Securities or Coupons, if any, as shall bear thereon a Trustee's certificate of authentication substantially in the form recited hereinprovided in Section 2.04 (or Section 2.12, executed if applicable), signed manually by the Trustee manually by an authorized officerTrustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such The Trustee's certificate of authentication of the Trustee upon on any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trusteehereunder. In case any officer of the Company who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) such Coupons shall cease to be such officer before the Securities or such Coupons so signed shall have been authenticated by the Trustee and delivered by the Trustee, or disposed of by the Company, such Securities or and such Coupons nevertheless may be authenticated and delivered or disposed of as though the Person officer who signed such Securities or and such Coupons had not ceased to be such officer of the Company. Also, ; and any Security or Coupon such Coupons may be signed on behalf of the Company by such Persons as on as, at the actual date of the execution of such Security or Coupon such Coupons, shall be the proper officers of the Company, although at the date of the execution of this Indenture or on the nominal date of such Security any such Person was not such officer.the

Execution of Securities. The Securities and each Coupon appertaining thereto, if any, shall be executed manually or signed in facsimile, by any two the name and on behalf of the Company by, and the Guarantees endorsed thereon shall be signed on behalf of the Guarantor by, the facsimile signature of its Chairman of the BoardBoard of Directors, Chief Executive Officer, the President, any Vice President, one of its Managing Directors or one of its Vice-Presidents and by the Secretary, any Assistant Secretary, the Chief Financial officer, the facsimile signature of its Treasurer or any one of its Assistant Treasurer of the Company Treasurers, under its corporate seal (except in the case of Coupons), which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwise, and which need not be attested. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form recited hereinhereinbefore recited, executed by the Trustee manually by an authorized officeror the Authenticating Agent, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of by the Trustee or the Authenticating Agent upon any Security or Coupon, if any, executed by the Company and the Guarantor shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any officer of the Company or the Guarantor who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such officer before the Securities or Coupons so signed shall have been authenticated and delivered by the TrusteeTrustee or the Authenticating Agent, or disposed of by the Company, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities or Coupons had not ceased to be such officer of the Company. AlsoCompany or the Guarantor, as the case may be; and any Security or Coupon may be signed on behalf of the Company or the Guarantor by such Persons as on as, at the actual date of the execution of such Security or Coupon Security, shall be the proper officers of the CompanyCompany or the Guarantor, as the case may be, although at the date of the execution of this Indenture or on the nominal date of such Security any such Person person was not such an officer.

Execution of Securities. The Securities shall be signed on behalf of the Company by two Officers thereof. Such signatures upon the Securities may be the manual or facsimile signatures of the present or any future such Officers and each Coupon appertaining theretomay be imprinted or otherwise reproduced on the Securities. The seal of the Company, if any, shall is not required to appear on the Securities, but if it does so appear it may be executed manually or in facsimile, by any two of the Chairman of the Board, Chief Executive Officer, the President, any Vice President, the Secretary, any Assistant Secretary, the Chief Financial officer, the Treasurer or any Assistant Treasurer of the Company under its corporate seal (except in the case form of Coupons), which a facsimile thereof and may be affixed thereto or printedimpressed, engraved affixed, imprinted or otherwise reproduced thereon, by facsimile or otherwiseon the Securities. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form recited hereinhereinbefore recited, executed manually signed by the Trustee manually by an authorized officerTrustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of by the Trustee upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any officer Officer of the Company who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such officer Officer before the Securities or Coupons so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities or Coupons had not ceased to be such officer Officer of the Company. Also, ; and any Security or Coupon may be signed on behalf of the Company by such Persons as on as, at the actual date of the execution of such Security or Coupon Security, shall be the proper officers Officers of the Company, although at the date of such Security or of the execution of this Indenture or on the nominal date of such Security any such Person was not such officerOfficer.

Execution of Securities. The Securities and each Coupon appertaining thereto, if any, shall be executed manually or signed in facsimile, by any two of the Chairman of the Board, Chief Executive Officer, the President, any Vice President, the Secretary, any Assistant Secretary, the Chief Financial officer, the Treasurer or any Assistant Treasurer name and on behalf of the Company by the manual or facsimile signature of its Chairman, one of its Vice Chairmen or one of its Vice Presidents, under its corporate seal (except in the case of Coupons), which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwise, and which need not be attested. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form recited hereinhereinbefore recited, executed by the Trustee manually by an authorized officeror the Authenticating Agent, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of by the Trustee or the Authenticating Agent upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any officer of the Company who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such officer before the Securities or Coupons so signed shall have been authenticated and delivered by the TrusteeTrustee or the Authenticating Agent, or disposed of by the Company, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities or Coupons had not ceased to be such officer of the Company. Also, ; and any Security or Coupon may be signed on behalf of the Company by such Persons as on persons as, at the actual date of the execution of such Security or Coupon Security, shall be the proper officers of the Company, although at the date of the execution of this Indenture or on the nominal date of such Security any such Person person was not such an officer.

Execution of Securities. The Securities and each Coupon appertaining thereto, if any, shall be executed manually or signed in facsimile, by any two the name and on behalf of the Chairman Company by the manual or facsimile signature of the Board, its Chief Executive Officer, President or one of its Vice-Presidents and may be attested by the Presidentmanual or facsimile signature of its Secretary or one of its Assistant Secretaries, any Vice President, the Secretary, any Assistant Secretary, the Chief Financial officer, the Treasurer or any Assistant Treasurer of the Company under its corporate seal (except in the case of Coupons), which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwise, and which need not be attested. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form recited hereinhereinbefore recited, executed by the Trustee manually by an authorized officeror the Authenticating Agent, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of by the Trustee or the Authenticating Agent upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any officer of the Company who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such officer before the Securities or Coupons so signed shall have been authenticated and delivered by the TrusteeTrustee or the Authenticating Agent, or disposed of by the Company, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities or Coupons had not ceased to be such officer of the Company. Also, ; and any Security or Coupon may be signed on behalf of the Company by such Persons as on persons as, at the actual date of the execution of such Security or Coupon Security, shall be the proper officers of the Company, although at the date of the execution of this Indenture or on the nominal date of such Security any such Person person was not such an officer.

Execution of Securities. The Securities and each Coupon appertaining thereto, if any, shall be executed manually or signed in facsimile, by any two the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the BoardBoard of Directors (if an executive officer), its Chief Executive Officer, the President, any one of its Executive Vice President, Presidents or one of its Vice Presidents and by the Secretary, any Assistant Secretary, the manual or facsimile signature of its Chief Financial officerOfficer Treasurer, the Treasurer one of its Assistant Treasurers, Secretary or any one of its Assistant Treasurer of the Company under its corporate seal (except in the case of Coupons), which may be affixed thereto or printed, engraved or otherwise reproduced thereonSecretaries, by facsimile or otherwise, and which need not be attested. Only such Securities or Coupons, if any, as shall bear thereon a certificate Certificate of authentication Authentication substantially in the form recited hereinherein before recited, executed by the Trustee manually by an authorized officeror the Authenticating Agent, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of by the Trustee or the Authenticating Agent upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any officer of the Company who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such officer before the Securities or Coupons so signed shall have been authenticated and delivered by the TrusteeTrustee or the Authenticating Agent, or disposed of by the Company, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities or Coupons had not ceased to be such officer of the Company. Also, ; and any Security or Coupon may be signed on behalf of the Company by such Persons as on persons as, at the actual date of the execution of such Security or Coupon Security, shall be the proper officers of the Company, although at the date of the execution of this Indenture or on the nominal date of such Security any such Person person was not such an officer.

Execution of Securities. The Securities and each Coupon appertaining thereto, if any, shall be executed signed on behalf of the Company, manually or in facsimile, by any two of the its Chairman of the Board, or its Chief Executive Officer, the or its President, or any Vice PresidentChairman, the Secretary, any Assistant Secretary, the Chief Financial officer, the Treasurer or any Assistant Treasurer Vice President of the Company (whether or not designated by a number or a word or words added before or after the title Vice President), and by its Treasurer or an Assistant Treasurer or its Controller or its Secretary or an Assistant Secretary under its corporate seal (except in the case of Coupons)seal, which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwise. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form recited herein, executed by or on behalf of the Trustee manually by an authorized officersignatory, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of by the Trustee upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any officer of the Company who shall have signed any of the Securities or CouponsSecurities, if any, (manually or in facsimile) , shall cease to be such officer before the Securities or Coupons so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities or Coupons had not ceased to be such officer of the Company. Also, ; and any Security or Coupon may be signed on behalf of the Company Company, manually or in facsimile, by such Persons as on persons as, at the actual date of the execution of such Security or Coupon Security, shall be the proper officers of the Company, although at the date of the execution of this Indenture or on the nominal date of such Security any such Person person was not such officer.

Execution of Securities. The Securities and each Coupon and, if applicable, the Coupons appertaining thereto, if any, shall be executed manually or signed in facsimile, by any two the name and on behalf of the Company by the manual or facsimile signature of any of its Presidents, its Chairman of the Board, its Vice Chairman and Chief Executive Financial Officer, the President, any or its Senior Vice President-Corporate Treasury and Global Funding Operation, the Secretary, any Assistant Secretary, the Chief Financial officer, the Treasurer or any Assistant Treasurer of the Company under its corporate seal (except in the case of Coupons), which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwise) attested by the Secretary or any Assistant Secretary of the Company. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form recited hereinherein recited, executed by the Trustee manually by an authorized officerTrustee, shall be entitled to the benefits of this Subordinated Debt Indenture or be valid or obligatory for any purpose. Such certificate of authentication of by the Trustee upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Subordinated Debt Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any officer of the Company who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such officer before the Securities or Coupons so signed (or the Securities to which the Coupons so signed appertain) shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities or Coupons had not ceased to be such officer of the Company. Also, ; and any Security or Coupon may be signed on behalf of the Company by such Persons as on as, at the actual date of execution of such Security or Coupon Coupon, shall be the proper officers of the Company, although at the date of the execution of this Subordinated Debt Indenture or on the nominal date of such Security any such Person was not such an officer.

Execution of Securities. The Securities and and, if applicable, each Coupon appertaining thereto, if any, thereto shall be executed manually or in facsimile, signed on behalf of the Issuer by any two Authorized Signatories of the Chairman Issuer authorized to execute Securities or, if applicable, Coupons, which Securities or Coupons may, but need not, be attested. Such signatures may be the manual or facsimile signatures of the Board, Chief Executive Officer, the President, any Vice President, the Secretary, any Assistant Secretary, the Chief Financial officer, the Treasurer present or any Assistant Treasurer of the Company under its corporate seal (except in the case of Coupons), which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwisefuture such officers. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form recited herein, executed by the Trustee manually by an authorized officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of the Trustee upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture. Typographical or other Minor errors or defects in the seal or facsimile any such reproduction of any such signature on any Security or in the text thereof shall not affect the validity or enforceability of such any Security if it that has been duly authenticated and delivered by the Trustee. In case any officer of the Company Issuer who shall have signed any of the Securities or Coupons, if any, (manually pursuant to his or in facsimile) her authorization to do so, shall cease to be such officer officer, or such authorization shall be withdrawn, before the Securities Security or Coupons Coupon so signed (or the Security to which the Coupon so signed appertains) shall have been be authenticated and delivered by the Trustee, Trustee or disposed of by the CompanyIssuer, such Securities Security or Coupons Coupon nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities Security or Coupons Coupon had not ceased to be such officer of or the Company. Also, authorization to sign such Security or Coupon had not been withdrawn; and any Security or Coupon may be signed on behalf of the Company Issuer by such Persons as on any two persons as, at the actual date of the execution of such Security or Coupon Coupon, shall be authorized by the proper officers of the CompanyIssuer to do so, although at the date of the execution and delivery of this Indenture or on the nominal date of such Security any such Person person was not such officerso authorized.

Execution of Securities. The Securities and each Coupon appertaining thereto, if any, shall be executed manually or signed in facsimile, by any two the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the BoardBoard of Directors (if an executive officer), its Chief Executive Officer, the President, any one of its Executive Vice President, Presidents or one of its Vice Presidents and attested to by the Secretary, any Assistant Secretary, the manual or facsimile signature of its Chief Financial officerOfficer, the Treasurer Treasurer, one of its Assistant Treasurers, Secretary or any one of its Assistant Treasurer of the Company under its corporate seal (except in the case of Coupons), which may be affixed thereto or printed, engraved or otherwise reproduced thereonSecretaries, by facsimile or otherwise. Only such Securities or Coupons, if any, as shall bear thereon a certificate Certificate of authentication Authentication substantially in the form recited hereinhereinbefore recited, executed by the Trustee manually by an authorized officeror the Authenticating Agent, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of by the Trustee or the Authenticating Agent upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any officer of the Company who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such officer before the Securities or Coupons so signed shall have been authenticated and delivered by the TrusteeTrustee or the Authenticating Agent, or disposed of by the Company, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities or Coupons had not ceased to be such officer of the Company. Also, ; and any Security or Coupon may be signed on behalf of the Company by such Persons as on persons as, at the actual date of the execution of such Security or Coupon Security, shall be the proper officers of the Company, although at the date of the execution of this Indenture or on the nominal date of such Security any such Person person was not such an officer.

Execution of Securities. The Securities Securities, and each Coupon any coupons appertaining thereto, if any, shall be executed manually or signed in facsimile, by any two of the Chairman of the Board, Chief Executive Officer, the President, any Vice President, the Secretary, any Assistant Secretary, the Chief Financial officer, the Treasurer or any Assistant Treasurer name and on behalf of the Company manually or by facsimile by its President and Chief Executive Officer or its Senior Vice President and Chief Financial Officer and by its Vice President and Treasurer, its Secretary or one of its Assistant Secretaries, under its corporate seal (except in the case of Coupons), which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwise). Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form recited hereinhereinbefore recited, executed manually by the Trustee manually by an authorized officerTrustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of by the Trustee upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any officer of the Company who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such officer before the Securities or Coupons so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities or Coupons had not ceased to be such officer of the Company. Also, ; and any Security or Coupon coupon may be signed on behalf of the Company by such Persons as on persons as, at the actual date of the execution of such Security Securities or Coupon coupons, shall be the proper officers of the Company, although at the date of the execution of this Indenture or on the nominal date of such Security any such Person person was not such an officer.

Execution of Securities. The Securities and each Coupon appertaining thereto, if any, shall be executed manually or signed in facsimile, by any two the name and on behalf of the Chairman Company by the facsimile signature of the Board, Chief Executive Officer, the its President, 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 Secretary, any Assistant Secretary, the Chief Financial officer, the facsimile signature of its Treasurer or any Assistant Treasurer or its Secretary or any of the Company under its corporate seal Assistant Secretaries (except in the case of Coupons), which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwise). Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form recited hereinset forth on the Form of Note attached as Exhibit A hereto, manually executed by the Trustee manually (or an authenticating agent appointed by an authorized officerthe Trustee 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 of authentication of by the Trustee (or such an authenticating agent) upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any officer of the Company who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such officer before the Securities or Coupons so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities or Coupons had not ceased to be such officer of the Company. Also, Company and any Security or Coupon may be signed on behalf of the Company by such Persons as on persons as, at the actual date of the execution of such Security or Coupon Security, shall be the proper officers of the Company, although at the date of the execution of this Indenture or on the nominal date of such Security any such Person person was not such an officer.

Execution of Securities. The Securities and each Coupon appertaining thereto, if any, shall be executed manually or signed in facsimile, by any two the name and on behalf of the Chairman Company by the manual or facsimile signature of the Board, its Chief Executive Officer, President or one of its Vice-Presidents and, at the President, any Vice President, the Secretary, any Assistant Secretary, the Chief Financial officer, the Treasurer or any Assistant Treasurer option of the Company Company, may be attested by the manual or facsimile signature of its Secretary or one of its Assistant Secretaries, under its corporate seal (except in the case of Coupons), which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwise, and which need not be attested. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form recited hereinhereinbefore recited, executed by the Trustee manually by an authorized officeror the Authenticating Agent, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of by the Trustee or the Authenticating Agent upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any officer of the Company who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such officer before the Securities or Coupons so signed shall have been authenticated and delivered by the TrusteeTrustee or the Authenticating Agent, or disposed of by the Company, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities or Coupons had not ceased to be such officer of the Company. Also, ; and any Security or Coupon may be signed on behalf of the Company by such Persons as on persons as, at the actual date of the execution of such Security or Coupon Security, shall be the proper officers of the Company, although at the date of the execution of this Indenture or on the nominal date of such Security any such Person person was not such an officer.

Execution of Securities. The Securities and each Coupon appertaining thereto, if any, shall be executed manually or signed in facsimile, by any two the name and on behalf of the Company by, and the Guarantees endorsed thereon shall be signed on behalf of the Guarantor by, the facsimile signature of its Chairman of the BoardBoard of Directors, Chief Executive Officer, the President, any one of its Managing Directors or one of its Vice President, Presidents and by the Secretary, any Assistant Secretary, the Chief Financial officer, the facsimile signature of its Treasurer or any one of its Assistant Treasurer of the Company under its corporate seal (except in the case of Coupons), which may be affixed thereto or printed, engraved or otherwise reproduced thereonTreasurers, by facsimile or otherwise, and which need not be attested. Only such Securities or Coupons, if any, as shall bear thereon a certificate Certificate of authentication Authentication substantially in the form recited hereinhereinbefore recited, executed by the Trustee manually by an authorized officeror the Authenticating Agent, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of by the Trustee or the Authenticating Agent upon any Security or Coupon, if any, executed by the Company and the Guarantor shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any officer of the Company or the Guarantor who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such officer before the Securities or Coupons so signed shall have been authenticated and delivered by the TrusteeTrustee or the Authenticating Agent, or disposed of by the Company, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities or Coupons had not ceased to be such officer of the Company. AlsoCompany or the Guarantor, as the case may be; and any Security or Coupon may be signed on behalf of the Company or the Guarantor by such Persons as on as, at the actual date of the execution of such Security or Coupon Security, shall be the proper officers of the CompanyCompany or the Guarantor, as the case may be, although at the date of the execution of this Indenture or on the nominal date of such Security any such Person person was not such an officer.

Execution of Securities. The Securities and each Coupon appertaining thereto, if any, shall be executed signed on ----------------------- behalf of the Company, manually or in facsimile, by any two of the its Chairman of the Board, or its Chief Executive Officer, the or its President, or any Vice PresidentChairman, the Secretary, any Assistant Secretary, the Chief Financial officer, the Treasurer or any Assistant Treasurer Vice President of the Company (whether or not designated by a number or a word or words added before or after the title Vice President), and by its Treasurer or an Assistant Treasurer or its Controller or its Secretary or an Assistant Secretary under its corporate seal (except in the case of Coupons)seal, which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwise. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form recited herein, executed by or on behalf of the Trustee manually by an authorized officersignatory, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of by the Trustee upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any officer of the Company who shall have signed any of the Securities or CouponsSecurities, if any, (manually or in facsimile) , shall cease to be such officer before the Securities or Coupons so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities or Coupons had not ceased to be such officer of the Company. Also, ; and any Security or Coupon may be signed on behalf of the Company Company, manually or in facsimile, by such Persons as on persons as, at the actual date of the execution of such Security or Coupon Security, shall be the proper officers of the Company, although at the date of the execution of this Indenture or on the nominal date of such Security any such Person person was not such officer.

Execution of Securities. The Securities and each Coupon appertaining theretoshall, if anysubject to the provisions of Section 2.06, shall be executed manually printed on steel engraved borders or in facsimilefully or partially engraved, by any two of or legibly typed, as the Chairman of the Board, Chief Executive Officer, the President, any Vice President, the Secretary, any Assistant Secretary, the Chief Financial officer, the Treasurer or any Assistant Treasurer proper officer of the Company under its corporate seal (except may determine, and shall be signed on behalf of the Company by an Authorized Officer. The signature of such Authorized Officer upon the Securities may be in the case form of Coupons), which a facsimile signature of a present or any future Authorized Officer and may be affixed thereto or printed, engraved imprinted or otherwise reproduced thereonon the Securities and for that purpose the Company may use the facsimile signature of any person who shall have been an Authorized Officer, by facsimile notwithstanding the fact that at the time the Securities shall be authenticated and delivered or otherwisedisposed of such person shall have ceased to be an Authorized Officer. Only such Securities or Coupons, if any, as shall bear thereon a certificate Certificate of authentication Authentication substantially in the form recited hereinestablished for such Securities, executed by the Trustee manually by an authorized officersignatory of the Trustee, or by any Authenticating Agent with respect to such Securities, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of executed by the Trustee, or by any Authenticating Agent appointed by the Trustee with respect to such Securities, upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder registered holder thereof is entitled to the benefits of this Indenture. Typographical At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with an indenture supplemental hereto or other errors a Company Order for the authentication and delivery of such Securities and the Trustee, in accordance with such supplemental indenture or defects Company Order, shall authenticate and deliver such Securities; provided, however, that in the seal case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with Instructions or facsimile signature on any Security such other procedures acceptable to the Trustee as may be specified by or in pursuant to such supplemental indenture or Company Order delivered to the text thereof shall not affect Trustee prior to the validity or enforceability time of the first authentication of Securities of such Security if it has been duly authenticated and delivered by the Trusteeseries. In case any officer authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall receive and (subject to Section 7.01) shall be fully protected in relying upon, (i) an Opinion of Counsel and/or (ii) an Officers' Certificate, each stating that the form and terms thereof have been established in conformity with the provisions of this Indenture; provided, however, that, with respect to Securities of a series subject to a Periodic Offering, the Trustee shall be entitled to receive such Opinion of Counsel and/or Officers' Certificate only once at or prior to the time of the Company who shall have signed any first authentication of Securities of such series and that, in such opinion or certificate, the Securities opinion or Couponscertificate described above may state that when the terms of such Securities, if anyor each Tranche thereof, (manually or in facsimile) shall cease to be such officer before the Securities or Coupons so signed shall have been authenticated and delivered by established pursuant to a Company Order or Orders, supplemental indenture or indentures, Instruction or Instructions or pursuant to such procedures acceptable to the Trustee, or disposed as may be specified by a Company Order, such terms will have been established in conformity with the provisions of this Indenture. Each Opinion of Counsel and Officers' Certificate delivered pursuant to this Section 2.04 shall include all statements prescribed in Section 13.06(b). Such Opinion of Counsel shall also be to the effect that when such Securities have been executed by the Company, such Securities or Coupons nevertheless may be Company and authenticated by the Trustee in accordance with the provisions of this Indenture and delivered or disposed of as though to and duly paid for by the Person who signed such Securities or Coupons had not ceased to purchasers thereof, they will be such officer of the Company. Also, any Security or Coupon may be signed on behalf of the Company by such Persons as on the actual date of execution of such Security or Coupon shall be the proper officers valid and legally binding obligations of the Company, although enforceable in accordance with their terms (subject to customary exceptions) and will be entitled to the benefits of this Indenture. With respect to Securities of a series subject to a Periodic Offering, the Trustee may conclusively rely, as to the authorization by the Company of any of such Securities, the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Company Order, Opinion of Counsel, Instruction, Officers' Certificate and other documents delivered pursuant to Sections 2.01 and this Section, as applicable, at or prior to the date time of the execution first authentication of Securities of such series unless and until such Company Order, Opinion of Counsel, Instruction, Officers' Certificate or other documents have been superseded or revoked or expire by their terms. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Securities and this Indenture or on otherwise in a manner which is not reasonably acceptable to the nominal date of such Security any such Person was not such officerTrustee.

Execution of Securities. The Securities and each Coupon appertaining thereto, if any, any Guarantee noted or endorsed thereon shall be executed manually or in facsimilesigned on behalf of the Issuer and/or the Guarantor, as applicable, by both (a) the chairman of its Board of Directors, its president or any two vice president and (b) the chief financial officer, its treasurer, controller or secretary. Such signatures may be the manual or facsimile signatures of the Chairman of the Board, Chief Executive Officer, the President, any Vice President, the Secretary, any Assistant Secretary, the Chief Financial officer, the Treasurer present or any Assistant Treasurer of the Company under its corporate seal (except in the case of Coupons), which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwise. Only future such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form recited herein, executed by the Trustee manually by an authorized officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of the Trustee upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indentureofficers. Typographical or and other minor errors or defects in the seal or facsimile any such signature on any Security or in the text thereof shall not affect the validity or enforceability of such any Security if it that has been duly authenticated and delivered by the Trustee. In case any officer of the Company Issuer or the Guarantor who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) endorsed any Guarantee thereon shall cease to be such officer before the Securities Security with the Guarantee noted or Coupons endorsed thereon so signed shall have been be authenticated and delivered by the Trustee, Trustee or disposed of by the CompanyIssuer, such Securities Security with the Guarantee noted or Coupons endorsed thereon nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities or Coupons Security and Guarantee had not ceased to be such officer of the Company. Also, Issuer or the Guarantor; and any Security or Coupon may be signed on behalf of the Company Issuer or Guarantee noted or endorsed on behalf of the Guarantor by such Persons as on persons as, at the actual date of the execution of such Security or Coupon and Guarantee, shall be the proper officers of the CompanyIssuer or the Guarantor, although at the date of the execution and delivery of this Indenture or on the nominal date of such Security any such Person person was not such an officer.

Execution of Securities. The Securities and each Coupon appertaining thereto, if any, shall be executed manually or signed in facsimile, by any two the name and on behalf of the Company by, and the Guarantees endorsed thereon shall be signed on behalf of the Guarantor by, the facsimile signature of its Chairman of the BoardBoard of Directors, Chief Executive Officer, the President, any one of its Managing Directors or one of its Vice President, Presidents and by the Secretary, any Assistant Secretary, the Chief Financial officer, the facsimile signature of its Treasurer or any one of its Assistant Treasurer of the Company Treasurers, under its corporate seal (except in the case of Coupons), which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwise, and which need not be attested. Only such Securities or Coupons, if any, as shall bear thereon a certificate Certificate of authentication Authentication substantially in the form recited hereinhereinbefore recited, executed by the Trustee manually by an authorized officeror the Authenticating Agent, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of by the Trustee or the Authenticating Agent upon any Security or Coupon, if any, executed by the Company and the Guarantor shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any officer of the Company or the Guarantor who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such officer before the Securities or Coupons so signed shall have been authenticated and delivered by the TrusteeTrustee or the Authenticating Agent, or disposed of by the Company, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities or Coupons had not ceased to be such officer of the Company. AlsoCompany or the Guarantor, as the case may be; and any Security or Coupon may be signed on behalf of the Company or the Guarantor by such Persons as on as, at the actual date of the execution of such Security or Coupon Security, shall be the proper officers of the CompanyCompany or the Guarantor, as the case may be, although at the date of the execution of this Indenture or on the nominal date of such Security any such Person person was not such an officer.

Execution of Securities. The Securities and each Coupon Coupons appertaining thereto, if any, shall be executed manually or in facsimile, by any two signed on behalf of the Chairman of the BoardCompany (i) by its Chairman, President, Chief Executive Officer, the President, or any Vice President, the Secretary, President and (ii) by its Secretary or any Assistant Secretary, . Such signatures may be the Chief Financial officer, manual or facsimile signatures of the Treasurer present or any Assistant Treasurer of the Company under its corporate seal (except in the case of Coupons), which future such authorized officers and may be affixed thereto or printed, engraved imprinted or otherwise reproduced thereon, by facsimile or otherwiseon the Securities and such Coupons. Only such Securities or Coupons, if any, as shall bear thereon a Trustee’s certificate of authentication substantially in the form recited hereinprovided in Section 2.04 (or Section 2.12, executed if applicable), signed manually by the Trustee manually by an authorized officerTrustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such The Trustee’s certificate of authentication of the Trustee upon on any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trusteehereunder. In case any officer of the Company who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) such Coupons shall cease to be such officer before the Securities or such Coupons so signed shall have been authenticated by the Trustee and delivered by the Trustee, or disposed of by the Company, such Securities or and such Coupons nevertheless may be authenticated and delivered or disposed of as though the Person officer who signed such Securities or and such Coupons had not ceased to be such officer of the Company. Also, ; and any Security or Coupon such Coupons may be signed on behalf of the Company by such Persons as on as, at the actual date of the execution of such Security or Coupon such Coupons, shall be the proper officers of the Company, although at the date of such Security or such Coupons or of the execution of this Indenture or on the nominal date of such Security any such Person was not such officer.

Execution of Securities. The Securities and each Coupon appertaining thereto, if any, shall be executed manually or in facsimile, by any two an officer and the Secretary or an Assistant Secretary of the Chairman of the Board, Chief Executive Officer, the President, any Vice President, the Secretary, any Assistant Secretary, the Chief Financial officer, the Treasurer or any Assistant Treasurer of the Company Corporation under its corporate seal (except in the case of Coupons)seal, which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwise. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form recited herein, executed by the Trustee manually by an authorized officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of the Trustee upon any Security or Coupon, if any, executed by the Company Corporation shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any officer of the Company Corporation who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such officer before the Securities or Coupons so signed shall have been authenticated and delivered by the Trustee, or disposed of by the CompanyCorporation, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities or Coupons had not ceased to be such officer of the CompanyCorporation. Also, any Security or Coupon may be signed on behalf of the Company Corporation by such Persons as on the actual date of execution of such Security or Coupon shall be the proper officers of the CompanyCorporation, although at the date of the execution of this Indenture or on the nominal date of such Security any such Person was not such officer.

Execution of Securities. The Securities and each Coupon appertaining thereto, if any, shall be executed manually signed in the name and on behalf of the Company by the manual or in facsimile, by any two facsimile signature of the Chairman of the BoardBoard of Directors (if an executive officer), the Chief Executive Officer, the President, any one of the Executive Vice President, Presidents or one of the Secretary, any Assistant Secretary, Vice Presidents and by the manual or facsimile signature of the Chief Financial officerOfficer, the Treasurer or any Assistant Treasurer Treasurer, one of the Company under its corporate seal (except in Assistant Treasurers, Secretary or one of the case Assistant Secretaries of Coupons), which may be affixed thereto or printed, engraved or otherwise reproduced thereonthe general partner of the Company, by facsimile or otherwise, and which need not be attested. Only such Securities or Coupons, if any, as shall bear thereon a certificate Certificate of authentication Authentication substantially in the form recited hereinhereinbefore recited, executed by the Trustee manually by an authorized officeror the Authenticating Agent, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of by the Trustee or the Authenticating Agent upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any officer of the Company who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such officer before the Securities or Coupons so signed shall have been authenticated and delivered by the TrusteeTrustee or the Authenticating Agent, or disposed of by the Company, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities or Coupons had not ceased to be such officer of the Company. Also, ; and any Security or Coupon may be signed on behalf of the Company by such Persons as on persons as, at the actual date of the execution of such Security or Coupon Security, shall be the proper officers of the Company, although at the date of the execution of this Indenture or on the nominal date of such Security any such Person person was not such an officer.

Execution of Securities. The Securities and and, if applicable, each Coupon appertaining thereto, if any, thereto and each Guarantee shall be executed manually or in facsimilesigned on behalf of the Issuer and each Guarantor, as the case may be, by any two the chairman of the Chairman its Board of the Board, Chief Executive Officer, the President, any Vice President, the Secretary, any Assistant Secretary, the Chief Financial officer, the Treasurer Directors or any Assistant Treasurer vice chairman of the Company its Board of Directors or its president or any vice president or its treasurer, under its corporate seal (except in the case of Coupons)) which may, which but need not, be attested. Such signatures may be affixed thereto the manual or printedfacsimile signatures of the present or any future such officers. The seal of the Issuer may be in the form of a facsimile thereof and may be impressed, engraved affixed, imprinted or otherwise reproduced thereon, by facsimile or otherwise. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in on the form recited herein, executed by the Trustee manually by an authorized officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of the Trustee upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this IndentureSecurities. Typographical or and other minor errors or defects in any such reproduction of the seal or facsimile any such signature on any Security or in the text thereof shall not affect the validity or enforceability of such any Security if it that has been duly authenticated and delivered by the Trustee. In case any officer of the Company Issuer who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such officer before the Securities Security or Coupons Coupon so signed (or the Security to which the Coupon so signed appertains) shall have been be authenticated and delivered by the Trustee, Trustee or disposed of by the CompanyIssuer, such Securities Security or Coupons Coupon nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities Security or Coupons Coupon had not ceased to be such officer of the Company. AlsoIssuer; in case any officer of any Guarantor who shall have signed a Guarantee shall cease to be such officer before the Guarantee so signed shall be delivered by the Trustee or disposed of by such Guarantor, such Guarantee nevertheless may be delivered or disposed of as though the person who signed such Guarantee had not ceased to be such officer of such Guarantor; and any Security Security, Coupon or Coupon Guarantee may be signed on behalf of the Company Issuer or any Guarantor, as the case may be, by such Persons as on persons as, at the actual date of the execution of such Security Security, Coupon or Coupon Guarantee, shall be the proper officers of the CompanyIssuer or such Guarantor, although at the date of the execution and delivery of this Indenture or on the nominal date of such Security any such Person person was not such an officer.

Execution of Securities. The Securities and each Coupon coupons appertaining thereto, if any, shall be executed manually or in facsimile, by any two of the Chairman of the Board, Chief Executive Officer, the President, any Vice President, the Secretary, any Assistant Secretary, the Chief Financial officer, the Treasurer or any Assistant Treasurer signed on behalf of the Company by its Chairman or its President or any Vice President and by its Secretary or Assistant Secretary under its corporate seal (except in the case of Coupons), which seal. Such signatures may be affixed thereto the manual or printed, engraved facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced thereonon the Securities and such coupons. The seal of the Company may be in the form of a facsimile thereof and may be impressed, by facsimile affixed, imprinted or otherwiseotherwise reproduced on the Securities and such coupons. Only such Securities or Coupons, if any, as shall bear thereon a Trustee's certificate of authentication substantially in the form recited herein, executed provided for in Schedule B and signed manually by the Trustee manually by an authorized officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such The Trustee's certificate of authentication of the Trustee upon on any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trusteehereunder. In case any officer of the Company who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) such coupons shall cease to be such officer before the Securities or Coupons such coupons so signed shall have been authenticated by the Trustee and delivered by the Trustee, or disposed of by the Company, such Securities or Coupons and such coupons nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities or Coupons and such coupons had not ceased to be such officer of the Company. Also, ; and any Security or Coupon such coupons may be signed on behalf of the Company by such Persons as on persons as, at the actual date of the execution of such Security or Coupon such coupons, shall be the proper officers of the Company, although at the date of such Security or such coupons or of the execution of this Indenture or on the nominal date of such Security any such Person person was not such officer.

Execution of Securities. The Securities and each Coupon appertaining thereto, if any, shall be executed signed on behalf of the Company, manually or in facsimile, by any two Officer or one of the Chairman of the Board, Chief Executive Officer, the President, any Vice President, the Secretary, any its Assistant Secretary, the Chief Financial officer, the Treasurer or any Assistant Treasurer of the Company under its corporate seal (except in the case of Coupons), which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwiseCorporate Secretaries. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form recited herein, executed by or on behalf of the Trustee manually by an authorized officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of by the Trustee upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any officer of the Company who shall have signed any of the Securities or CouponsSecurities, if any, (manually or in facsimile) , shall cease to be such officer before the Securities or Coupons so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities or Coupons had not ceased to be such officer of the Company. Also, ; and any Security or Coupon may be signed on behalf of the Company Company, manually or in facsimile, by such Persons as on persons as, at the actual date of the execution of such Security or Coupon Security, shall be the proper officers of the Company, although at the date of the execution of this Indenture or on the nominal date of such Security any such Person person was not such officer.

Execution of Securities. The Securities and each Coupon appertaining thereto, if any, shall be executed signed on behalf of the Company, manually or in facsimile, by any two its Chairman of the Board or any Vice Chairman of the Board, Chief Executive Officer, the President, or its President or any Vice President, the Secretary, any Assistant Secretary, the Chief Financial officer, the Treasurer Chairman or any Assistant Treasurer Vice President of the Company (whether or not designated by a number or word or words added before or after the title Vice President) and by its Treasurer or an Assistant Treasurer or its Secretary or an Assistant Secretary under its corporate seal (except in the case of Coupons)seal, which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwise. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form recited herein, executed by or on behalf of the Trustee manually by an authorized officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of by the Trustee upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any officer of the Company who shall have signed any of the Securities or CouponsSecurities, if any, (manually or in facsimile) , shall cease to be such officer before the Securities or Coupons so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities or Coupons had not ceased to be such officer of the Company. Also, ; and any Security or Coupon may be signed on behalf of the Company Company, manually or in facsimile, by such Persons as on persons as, at the actual date of the execution of such Security or Coupon Security, shall be the proper officers of the Company, although at the date of the execution of this Indenture or on the nominal date of such Security any such Person person was not such officer.

Execution of Securities. The Securities and each Coupon appertaining thereto, if any, shall be executed manually or in facsimile, by any two signed on behalf of the Issuer by both (a) its Chairman of the Board, Chief Executive Officer, the President, Board of Directors or its President or any Vice President (whether or not designated by a number or numbers or a word or words added before or after the title "Vice President, the Secretary, any Assistant Secretary, the Chief Financial officer, the ") and (b) by its Treasurer or any Assistant Treasurer of the Company or its Secretary or any Assistant Secretary, under its corporate seal (except in the case of Coupons)) which may, which but need not, be attested. Such signatures may be affixed thereto the manual or printedfacsimile signatures of the present or any future such officers. The seal of the Issuer may be in the form of a facsimile thereof and may be impressed, engraved affixed, imprinted or otherwise reproduced thereon, by facsimile or otherwise. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in on the form recited herein, executed by the Trustee manually by an authorized officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of the Trustee upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this IndentureSecurities. Typographical or and other minor errors or defects in any such reproduction of the seal or facsimile any such signature on any Security or in the text thereof shall not affect the validity or enforceability of such any Security if it that has been duly authenticated and delivered by the Trustee. The Coupons, if any, applicable to the Securities of any series shall bear the facsimile signature of the Treasurer or any Assistant Treasurer of the Issuer. In case any officer of the Company Issuer who shall have so signed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such officer before the Securities Security or Coupons Coupon so signed (or the Security to which the Coupon so signed appertains) shall have been be authenticated and delivered by the Trustee, Trustee or disposed of by the CompanyIssuer, such Securities Security or Coupons Coupon nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities Security or Coupons Coupon had not ceased to be such officer of the Company. Also, Issuer; and any Security or Coupon may be so signed on behalf of the Company Issuer by such Persons as on persons as, at the actual date of the execution of such Security or Coupon Coupon, shall be the proper officers of the CompanyIssuer, although at the date of the execution and delivery of this Indenture or on the nominal date of such Security any such Person person was not such an officer.

Execution of Securities. The Securities and each Coupon appertaining thereto, if any, shall be executed signed on behalf of the Company, manually or in facsimile, by any two of the its Chairman of the Board, Chief Executive Officer, the President, any Board or its President or a Vice President, the Secretary, any Assistant Secretary, the Chief Financial officer, the Treasurer or any Assistant Treasurer Chairman of the Company Board or a Vice President under its corporate seal (except in the case of Coupons), which may be affixed thereto in facsimile) reproduced thereon and attested, annually or printed, engraved or otherwise reproduced thereonin facsimile, by facsimile its Secretary or otherwisean Assistant Secretary or its Treasurer or an Assistant Treasurer. Typographical and other minor errors or defects in any such reproduction of the seal or any such signature shall not affect the validity or enforceability of any Security that has been duly authorized and delivered by the Trustee. In case any officer of the Company whose signature appears on any of the Securities, annually or in facsimile, shall cease to be such officer before such Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered by the Trustee, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the person whose signature appears on such Securities had not ceased to be such officer of the Company; and any Security may be signed and the corporate seal reproduced thereon may be attested, on behalf of the Company, annually or in facsimile, by such persons as, at the actual date of the execution of such Security, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such officer. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form recited hereinhereinbefore receipted, executed by the Trustee signed manually by an authorized officersignatory of the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of by the Trustee upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any officer of the Company who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such officer before the Securities or Coupons so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities or Coupons had not ceased to be such officer of the Company. Also, any Security or Coupon may be signed on behalf of the Company by such Persons as on the actual date of execution of such Security or Coupon shall be the proper officers of the Company, although at the date of the execution of this Indenture or on the nominal date of such Security any such Person was not such officer.

Execution of Securities. The Securities and and, if applicable, each Coupon appertaining thereto, if any, thereto shall be executed manually or in facsimile, signed on behalf of the Issuer by any two one of the following: the Chairman of the Board, Chief Executive Officer, the President, any Vice President, the SecretaryChief Financial Officer, the Chief Legal Officer, the Treasurer, any Assistant SecretaryTreasurer, the Chief Financial officerController, the Treasurer any Assistant Controller or any Assistant Treasurer other person authorized by the Board of Directors to execute Securities or, if applicable, Coupons, which Securities or Coupons may, but need not, be attested. Such signatures may be the manual or facsimile signatures of the Company under its corporate seal (except in the case of Coupons), which may be affixed thereto present or printed, engraved or otherwise reproduced thereon, by facsimile or otherwiseany future such officers. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form recited herein, executed by the Trustee manually by an authorized officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of the Trustee upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture. Typographical or other Minor errors or defects in the seal or facsimile any such reproduction of any such signature on any Security or in the text thereof shall not affect the validity or enforceability of such any Security if it that has been duly authenticated and delivered by the Trustee. In case any officer of the Company Issuer who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such officer before the Securities Security or Coupons Coupon so signed (or the Security to which the Coupon so signed appertains) shall have been be authenticated and delivered by the Trustee, Trustee or disposed of by the CompanyIssuer, such Securities Security or Coupons Coupon nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities Security or Coupons Coupon had not ceased to be such officer of the Company. Also, Issuer; and any Security or Coupon may be signed on behalf of the Company Issuer by such Persons as on persons as, at the actual date of the execution of such Security or Coupon Coupon, shall be the proper officers of the CompanyIssuer, although at the date of the execution and delivery of this Indenture or on the nominal date of such Security any such Person person was not such an officer.

Execution of Securities. The Securities and and, if applicable, each Coupon appertaining thereto, if any, thereto shall be executed manually or in facsimile, signed on behalf of the Issuer by any two Authorized Signatories of the Chairman Issuer authorized to execute Securities or, if applicable, Coupons, which Securities or Coupons may, but need not, be attested. Such signatures may be the manual, facsimile or electronic signatures in accordance with the requirements of Sections 12.09 and 12.10 hereof of the Board, Chief Executive Officer, the President, any Vice President, the Secretary, any Assistant Secretary, the Chief Financial officer, the Treasurer present or any Assistant Treasurer of the Company under its corporate seal (except in the case of Coupons), which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwisefuture such Authorized Signatory. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form recited herein, executed by the Trustee manually by an authorized officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of the Trustee upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture. Typographical or other Minor errors or defects in the seal or facsimile any such reproduction of any such signature on any Security or in the text thereof shall not affect the validity or enforceability of such any Security if it that has been duly authenticated and delivered by the Trustee. In case any officer Authorized Signatory of the Company Issuer who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) pursuant to such Person’s authorization to do so, shall cease to be an Authorized Signatory, or such officer authorization shall be withdrawn, before the Securities Security or Coupons Coupon so signed (or the Security to which the Coupon so signed appertains) shall have been be authenticated and delivered by the Trustee, Trustee or disposed of by the CompanyIssuer, such Securities Security or Coupons Coupon nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities Security or Coupons Coupon had not ceased to be such officer of Authorized Signatory or the Company. Also, authorization to sign such Security or Coupon had not been withdrawn; and any Security or Coupon may be signed on behalf of the Company Issuer by such Persons as on any two Authorized Signatories as, at the actual date of the execution of such Security or Coupon Coupon, shall be authorized by the proper officers of the CompanyIssuer to do so, although at the date of the execution and delivery of this Indenture or on the nominal date of such Security any such Person person was not such officerso authorized.

Execution of Securities. The Securities and and, if applicable, each Coupon appertaining thereto, if any, thereto shall be executed manually or in facsimilesigned on behalf of the Issuer by an officer of the Issuer and on behalf of the Guarantor, by any two an officer of the Chairman of the BoardGuarantor, Chief Executive Officer, the President, any Vice President, the Secretary, any Assistant Secretary, the Chief Financial officer, the Treasurer or any Assistant Treasurer of the Company under its their respective corporate seal seals (except in the case of Coupons)) which may, which but need not, be attested. Such signatures may be affixed thereto the manual or printedfacsimile signatures of the present or any future such officers. The seal may be in the form of a facsimile thereof and may be impressed, engraved affixed, imprinted or otherwise reproduced thereon, by facsimile or otherwise. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in on the form recited herein, executed by the Trustee manually by an authorized officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of the Trustee upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this IndentureSecurities. Typographical or and other minor errors or defects in any such reproduction of the seal or facsimile any such signature on any Security or in the text thereof shall not affect the validity or enforceability of such any Security if it that has been duly authenticated and delivered by the Trustee. In case any officer of the Company Issuer or of the Guarantor, as the case may be, who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such officer before the Securities Security or Coupons Coupon so signed (or the Security to which the Coupon so signed appertains) shall have been be authenticated and delivered by the Trustee, Trustee or disposed of by the CompanyIssuer, such Securities Security or Coupons Coupon nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities Security or Coupons Coupon had not ceased to be such officer of the Company. AlsoIssuer or of the Guarantor, as the case may be; and any Security or Coupon may be signed on behalf of the Company Issuer or of the Guarantor, as the case may be, by such Persons as on persons as, at the actual date of the execution of such Security or Coupon Coupon, shall be the proper officers of the CompanyIssuer or of the Guarantor, as the case may be, although at the date of the execution and delivery of this Indenture or on the nominal date of such Security any such Person person was not such an officer.

Execution of Securities. The Securities and each Coupon appertaining thereto, if any, shall be executed signed on behalf of the Company, manually or in facsimile, by any two of the Chairman of the Boardits Chairman, or its Chief Executive Officer, the or its President, or any Vice President, the Secretary, any Assistant Secretary, the Chief Financial officer, the Treasurer or any Assistant Treasurer President of the Company (whether or not designated by a number or a word or words added before or after the title Vice President), under its corporate seal (except in the case of Coupons), and attested by its Treasurer or its Controller or its Corporate Secretary which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwise. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form recited herein, executed by or on behalf of the Trustee manually by an authorized officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of by the Trustee upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any officer of the Company who shall have signed any of the Securities or CouponsSecurities, if any, (manually or in facsimile) , shall cease to be such officer before the Securities or Coupons so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities or Coupons had not ceased to be such officer of the Company. Also, ; and any Security or Coupon may be signed on behalf of the Company Company, manually or in facsimile, by such Persons as on persons as, at the actual date of the execution of such Security or Coupon Security, shall be the proper officers of the Company, although at the date of the execution of this Indenture or on the nominal date of such Security any such Person person was not such officer.

Execution of Securities. The Securities and each Coupon appertaining thereto, if any, shall be executed manually or signed in facsimile, by any two the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board, Chief Executive Officer, the President, any Vice President, the Secretary, any Assistant Secretary, the Chief Financial Board of Directors (if an executive officer, the Treasurer or any Assistant Treasurer of the Company under its corporate seal (except in the case of Coupons), which may be affixed thereto President or printedone of its Vice Presidents and by the manual or facsimile signature of its Treasurer, engraved one of its Assistant Treasurers, Secretary or otherwise reproduced thereonone of its Assistant Secretaries, by facsimile or otherwise, and which need not be attested. Only such Securities or Coupons, if any, as shall bear thereon a certificate Certificate of authentication Authentication substantially in the form recited hereinhereinbefore recited, executed by the Trustee manually by an authorized officeror the Authenticating Agent, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of by the Trustee or the Authenticating Agent upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any officer of the Company who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such officer before the Securities or Coupons so signed shall have been authenticated and delivered by the TrusteeTrustee or the Authenticating Agent, or disposed of by the Company, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities or Coupons had not ceased to be such officer of the Company. Also, ; and any Security or Coupon may be signed on behalf of the Company by such Persons as on persons as, at the actual date of the execution of such Security or Coupon Security, shall be the proper officers of the Company, although at the date of the execution of this Indenture or on the nominal date of such Security any such Person person was not such an officer.

Execution of Securities. The Securities and each Coupon appertaining thereto, if any, shall be executed signed on behalf of the Company, manually or in facsimile, by the Chairman or any two of the Vice Chairman of the BoardBoard of Directors of the Company, the Chief Executive Officer, the President, President or any Vice President of the Company (whether or not designated by a number or a word or words added before or after the title Vice President), and by the Treasurer, an Assistant Treasurer, the Secretary, any Assistant SecretaryController, the Chief Financial officer, the Treasurer Secretary or any an Assistant Treasurer Secretary of the Company under its corporate seal (except in the case of Coupons)seal, which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwise. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form recited herein, executed by or on behalf of the Trustee manually or electronically by an authorized officersignatory, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of by the Trustee upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In Except as otherwise provided in Article Fifteen, in case any officer of the Company who shall have signed any of the Securities or CouponsSecurities, if any, (manually or in facsimile) , shall cease to be such officer before the Securities or Coupons so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities or Coupons had not ceased to be such officer of the Company. Also, ; and any Security or Coupon may be signed on behalf of the Company Company, manually or in facsimile, by such Persons as on persons as, at the actual date of the execution of such Security or Coupon Security, shall be the proper officers of the Company, although at the date of the execution of this Indenture or on the nominal date of such Security any such Person person was not such officer.

Execution of Securities. The Securities and each Coupon appertaining thereto, if any, shall be executed manually or in facsimile, by any two signed on behalf of the Chairman of Issuer by the Board, Chief Executive Officer, the President, any Vice President, the Secretary, any Assistant Secretary, the Chief Financial officer, the Treasurer chairman or any Assistant Treasurer vice chairman of the Company its Board of Directors, its president or any vice president, its treasurer or any assistant treasurer or its secretary or any assistant secretary, under its corporate seal (except if any) which may, but need not, be attested. Such signatures may be the manual or facsimile signatures of the present or any future such officers. The seal of the Issuer (if any) may be in the case form of Coupons), which a facsimile thereof and may be affixed thereto or printedimpressed, engraved affixed, imprinted or otherwise reproduced thereon, by facsimile or otherwise. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in on the form recited herein, executed by the Trustee manually by an authorized officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of the Trustee upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this IndentureSecurities. Typographical or and other minor errors or defects in any such reproduction of the seal (if any) or facsimile any such signature on any Security or in the text thereof shall not affect the validity or enforceability of such any Security if it that has been duly authenticated and delivered by the Trustee. In case any officer of the Company Issuer who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such officer before the Securities or Coupons Security so signed shall have been be authenticated and delivered by the Trustee, Trustee or disposed of by the CompanyIssuer, such Securities or Coupons Security nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities or Coupons Security had not ceased to be such officer of the Company. Also, Issuer; and any Security or Coupon may be signed on behalf of the Company Issuer by such Persons as on persons as, at the actual date of the execution of such Security or Coupon Security, shall be the proper officers of the CompanyIssuer, although at the date of the execution and delivery of this Indenture or on the nominal date of such Security any such Person person was not such an officer.. If the Issuer shall establish pursuant to Section 2.03 that the Securities of a series are to be issued in the form of one or more Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with this Section and the Issuer Order with respect to such series, authenticate and deliver one or more Global Securities that (a) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series having the same terms issued and not yet canceled, (b) shall be registered in the name of the Depositary for such Global Security or Global Securities or the nominee of such Depositary, (c) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions and (d) shall bear a legend substantially to the following effect: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO THE NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF SUCH DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. Each Depositary designated pursuant to Section 2.03 must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and any other applicable statute or regulation. Notwithstanding any other provision of this Section 2.05, unless and until it is exchanged in whole or in part for Securities in definitive form, a Global Security representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Securities of a series represented by one or more Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Securities or if at any time the Depositary for such Securities shall no longer be eligible under this Section 2.05, the Issuer shall appoint a successor Depositary eligible under this Section 2.05 with respect to such Securities. If a successor Depositary eligible under this Section 2.05 for such Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer’s election pursuant to Section 2.03 that such Securities be represented by one or more Global Securities shall no longer be effective and the Issuer will execute, and the Trustee, upon receipt of an Officers’ Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Global Securities representing such Securities in exchange for such Global Security or Global Securities. The Issuer may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Global Securities. In such event the Issuer will execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Global Securities representing such Securities, in exchange for such Global Security or Global Securities. If specified by the Issuer pursuant to Section 2.03 with respect to Securities represented by a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities of the same series in definitive registered form on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Trustee shall authenticate and deliver, without service charge,

Execution of Securities. The Securities and each Coupon appertaining thereto, if any, shall be executed manually or signed in facsimile, by any two ----------------------- the name and on behalf of the Chairman Company by the facsimile signature of the Board, Chief Executive Officer, the its President, 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 Secretary, any Assistant Secretary, the Chief Financial officer, the facsimile signature of its -------------- Treasurer or any Assistant Treasurer or its Secretary or any of the Company under its corporate seal Assistant Secretaries (except in the case of Coupons), which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwise). Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form recited hereinset forth on the Form of Note attached as Exhibit A hereto, manually executed by the Trustee manually (or an --------- authenticating agent appointed by an authorized officerthe Trustee 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 of authentication of by the Trustee (or such an authenticating agent) upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any officer of the Company who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such officer before the Securities or Coupons so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities or Coupons had not ceased to be such officer of the Company. Also, Company and any Security or Coupon may be signed on behalf of the Company by such Persons as on persons as, at the actual date of the execution of such Security or Coupon Security, shall be the proper officers of the Company, although at the date of the execution of this Indenture or on the nominal date of such Security any such Person person was not such an officer.

Execution of Securities. The Securities and each Coupon appertaining thereto, if any, shall be executed manually or signed in facsimile, by any two the name and on behalf of the Chairman Company by the manual or facsimile signature of the Board, its Chief Executive Officer, President or one of its Vice-Presidents and may be attested by the Presidentmanual or facsimile signature of its Secretary or one of its Assistant Secretaries, any Vice President, the Secretary, any Assistant Secretary, the Chief Financial officer, the Treasurer or any Assistant Treasurer of the Company under its corporate seal (except in the case of Coupons), which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwise, and which need not be attested. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form recited hereinhereinbefore recited, executed by the Trustee manually by an authorized officeror the Authenticating Agent, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of by the Trustee or the Authenticating Agent upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any officer of the Company who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such officer before the Securities or Coupons so signed shall have been authenticated and delivered by the TrusteeTrustee or the Authenticating Agent, or disposed of by the Company, such Securities or Coupons nevertheless may be authenticated authenti cated and delivered or disposed of as though the Person person who signed such Securities or Coupons had not ceased to be such officer of the Company. Also, ; and any Security or Coupon may be signed on behalf of the Company by such Persons as on persons as, at the actual date of the execution of such Security or Coupon Security, shall be the proper officers of the Company, although at the date of the execution of this Indenture or on the nominal date of such Security any such Person person was not such an officer.

Execution of Securities. The Securities and each Coupon appertaining thereto, if any, Each Security shall be executed signed in the ----------------------- name and on behalf of the Issuer manually or in facsimile, by any two of the Chairman of the Board, Chief Executive Officer, the President, facsimile by its President or any Vice President, the Secretary, any Assistant Secretary, the Chief Financial officer, the Treasurer or any Assistant Treasurer of the Company President under its corporate seal (except in the case of Coupons), which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwise) attested by the manual or facsimile signature of its Secretary or an Assistant Secretary, prior to the authentication of the Security, and the delivery of such Security by the Trustee upon an Issuer Order, after the authentication thereof hereunder, shall constitute due delivery of such Security on behalf of the Issuer. In case any officer of the Issuer who shall have signed, or whose facsimile signature appears on any of the Securities shall cease to be such officer before the Securities shall have been authenticated and delivered by the Trustee or disposed of, such Security nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Security had not ceased to be such officer. Any Security may be signed on behalf of the Issuer by such officer as, at the actual date of the execution of such Security shall be the proper officer of the Issuer, although at the date of the execution of this Indenture any such Person was not such an officer. Only such Securities or Coupons, if any, as shall bear thereon a certificate of or authentication substantially in the form recited hereinherein recited, executed by the Trustee manually by an manual signature of one of its authorized officerofficers, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of by the Trustee upon any Security or Coupon, if any, executed by the Company Issuer shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any officer of the Company who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such officer before the Securities or Coupons so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities or Coupons had not ceased to be such officer of the Company. Also, any Security or Coupon may be signed on behalf of the Company by such Persons as on the actual date of execution of such Security or Coupon shall be the proper officers of the Company, although at the date of the execution of this Indenture or on the nominal date of such Security any such Person was not such officer.

Execution of Securities. The Securities and each Coupon appertaining thereto, if any, shall be executed manually or signed in facsimile, by any two the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board, Chief Executive Officer, the President, 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 Secretary, manual or facsimile signature of its Secretary or any of its Assistant Secretary, Secretaries or any Vice President (whether or not designated by a number or numbers or word or words added before or after the Chief Financial officer, the title "Vice President") or its Treasurer or any of its Assistant Treasurer of the Company under its corporate seal Treasurers (except in the case of Coupons), which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwise). Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form recited hereinset forth on the form of Security attached as Exhibit A hereto, manually executed by the Trustee manually (or an authenticating agent appointed by an authorized officerthe Trustee as provided by Section 13.11), shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of by the Trustee (or such an authenticating agent) upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any officer of the Company who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such officer before the Securities or Coupons so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities or Coupons had not ceased to be such officer of the Company. Also, and any Security or Coupon may be signed on behalf of the Company by such Persons as on persons as, at the actual date of the execution of such Security or Coupon Security, shall be the proper officers of the Company, although at the date of the execution of this Indenture or on the nominal date of such Security any such Person person was not such an officer.

Execution of Securities. The Securities and each Coupon appertaining thereto, if any, shall be executed signed on behalf of the Company, manually or in facsimile, by any two Officer or one of the Chairman of the Board, Chief Executive Officer, the President, any Vice President, the Secretary, any its Assistant Secretary, the Chief Financial officer, the Treasurer or any Assistant Treasurer of the Company under its corporate seal (except in the case of Coupons), which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwiseCorporate Secretaries. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form recited herein, executed by or on behalf of the Trustee manually by an authorized officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of by the Trustee upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any officer of the Company who shall have signed any of the Securities or CouponsSecurities, if any, (manually or in facsimile) , shall cease to be such officer before the Securities or Coupons so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities or Coupons had not ceased to be such officer of the Company. Also, ; and any Security or Coupon may be signed on behalf of the Company Company, manually or in facsimile, by such Persons as on persons as, at the actual date of the execution of such Security or Coupon Security, shall be the proper officers of the Company, although at the date of the execution of this Indenture or on the nominal date of such Security any such Person person was not such officer.

Execution of Securities. The Securities and each Coupon appertaining theretoshall, if anysubject to the provisions of Section 2.06, shall be executed manually printed on steel engraved borders or in facsimilefully or partially engraved, by any two of or legibly typed, as the Chairman of the Board, Chief Executive Officer, the President, any Vice President, the Secretary, any Assistant Secretary, the Chief Financial officer, the Treasurer or any Assistant Treasurer proper officer of the Company under its corporate seal (except may determine, and shall be signed on behalf of the Company by an Authorized Officer. The signature of such Authorized Officer upon the Securities may be in the case form of Coupons), which a facsimile signature of a present or any future Authorized Officer and may be affixed thereto or printed, engraved imprinted or otherwise reproduced thereonon the Securities and for that purpose the Company may use the facsimile signature of any person who shall have been an Authorized Officer, by facsimile notwithstanding the fact that at the time the Securities shall be authenticated and delivered or otherwisedisposed of such person shall have ceased to be an Authorized Officer. Only such Securities or Coupons, if any, as shall bear thereon a certificate Certificate of authentication Authentication substantially in the form recited hereinestablished for such Securities, executed by the Trustee manually by an authorized officersignatory of the Trustee, or by any Authenticating Agent with respect to such Securities, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of executed by the Trustee, or by any Authenticating Agent appointed by the Trustee with respect to such Securities, upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder registered holder thereof is entitled to the benefits of this Indenture. Typographical At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with an indenture supplemental hereto or other errors a Company Order for the authentication and delivery of such Securities and the Trustee, in accordance with such supplemental indenture or defects Company Order, shall authenticate and deliver such Securities; provided, however, that in the seal case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with Instructions or facsimile signature on any Security such other procedures acceptable to the Trustee as may be specified by or in pursuant to such supplemental indenture or Company Order delivered to the text thereof shall not affect Trustee prior to the validity or enforceability time of the first authentication of Securities of such Security if it has been duly authenticated and delivered by the Trusteeseries. In case any officer authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall receive and (subject to Section 7.01) shall be fully protected in relying upon, (i) an Opinion of Counsel and/or (ii) an Officers’ Certificate, each stating that the form and terms thereof have been established in conformity with the provisions of this Indenture; provided, however, that, with respect to Securities of a series subject to a Periodic Offering, the Trustee shall be entitled to receive such Opinion of Counsel and/or Officers’ Certificate only once at or prior to the time of the Company who shall have signed any first authentication of Securities of such series and that, in such opinion or certificate, the Securities opinion or Couponscertificate described above may state that when the terms of such Securities, if anyor each Tranche thereof, (manually or in facsimile) shall cease to be such officer before the Securities or Coupons so signed shall have been authenticated and delivered by established pursuant to a Company Order or Orders, supplemental indenture or indentures, Instruction or Instructions or pursuant to such procedures acceptable to the Trustee, or disposed as may be specified by a Company Order, such terms will have been established in conformity with the provisions of this Indenture. Each Opinion of Counsel and Officers’ Certificate delivered pursuant to this Section 2.04 shall include all statements prescribed in Section 13.06(b). Such Opinion of Counsel shall also be to the effect that when such Securities have been executed by the Company, such Securities or Coupons nevertheless may be Company and authenticated by the Trustee in accordance with the provisions of this Indenture and delivered or disposed of as though to and duly paid for by the Person who signed such Securities or Coupons had not ceased to purchasers thereof, they will be such officer of the Company. Also, any Security or Coupon may be signed on behalf of the Company by such Persons as on the actual date of execution of such Security or Coupon shall be the proper officers valid and legally binding obligations of the Company, although enforceable in accordance with their terms (subject to customary exceptions) and will be entitled to the benefits of this Indenture. With respect to Securities of a series subject to a Periodic Offering, the Trustee may conclusively rely, as to the authorization by the Company of any of such Securities, the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Company Order, Opinion of Counsel, Instruction, Officers’ Certificate and other documents delivered pursuant to Sections 2.01 and this Section, as applicable, at or prior to the date time of the execution first authentication of Securities of such series unless and until such Company Order, Opinion of Counsel, Instruction, Officers’ Certificate or other documents have been superseded or revoked or expire by their terms. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or on otherwise in a manner which is not reasonably acceptable to the nominal date of such Security any such Person was not such officerTrustee.

Execution of Securities. The Securities and each Coupon appertaining thereto, if any, shall be executed manually or in facsimile, by any two of the Chairman of the Board, Chief Executive Officer, the President, any Vice President, the Secretary, any Assistant Secretary, the Chief Financial officer, or the Treasurer or any Assistant Treasurer of the Company under its corporate seal (except in the case of Coupons)seal, which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwise. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form recited herein, executed by the Trustee manually by an authorized officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of the Trustee upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any officer of the Company who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such officer before the Securities or Coupons so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities or Coupons had not ceased to be such officer of the Company. Also, any Security or Coupon may be signed on behalf of the Company by such Persons as on the actual date of execution of such Security or Coupon shall be the proper officers of the Company, although at the date of the execution of this Indenture or on the nominal date of such Security any such Person was not such officer.

Execution of Securities. The Securities and and, if applicable, each Coupon appertaining theretothereto shall be signed on behalf of the Issuer by any officer of the Issuer duly authorized by the Board to execute Securities or, if anyapplicable, shall Coupons, which Securities or Coupons may, but need not, be executed manually attested. Such signatures may be the manual or in facsimile, by any two facsimile signatures of the Chairman of the Board, Chief Executive Officer, the President, any Vice President, the Secretary, any Assistant Secretary, the Chief Financial officer, the Treasurer present or any Assistant Treasurer of the Company under its corporate seal (except in the case of Coupons), which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwisefuture such officers. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form recited herein, executed by the Trustee manually by an authorized officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of the Trustee upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture. Typographical or other Minor errors or defects in the seal or facsimile any such reproduction of any such signature on any Security or in the text thereof shall not affect the validity or enforceability of such any Security if it that has been duly authenticated and delivered by the Trustee. Trustee In case any officer of the Company Issuer who shall have signed any of the Securities or Coupons, if any, (manually pursuant to his or in facsimile) her authorization to do so, shall cease to be such officer officer, or such authorization shall be withdrawn, before the Securities Security or Coupons Coupon so signed (or the Security to which the Coupon so signed appertains) shall have been be authenticated and delivered by the Trustee, Trustee or disposed of by the CompanyIssuer, such Securities Security or Coupons Coupon nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities Security or Coupons Coupon had not ceased to be such officer of or the Company. Also, authorization to sign such Security or Coupon had not been withdrawn; and any Security or Coupon may be signed on behalf of the Company Issuer by such Persons as on any two persons as, at the actual date of the execution of such Security or Coupon Coupon, shall be the proper officers of the Companyauthorized to do so, although at the date of the execution and delivery of this Indenture or on the nominal date of such Security any such Person person was not such officerso authorized.

Execution of Securities. The Securities and each Coupon coupons appertaining thereto, if any, shall be executed manually or in facsimile, by any two of the Chairman of the Board, Chief Executive Officer, the President, any Vice President, the Secretary, any Assistant Secretary, the Chief Financial officer, the Treasurer or any Assistant Treasurer signed on behalf of the Company by its Chairman or its President or any Vice President and by its Secretary or Assistant Secretary under its corporate seal (except in the case of Coupons), which seal. Such signatures may be affixed thereto the manual or printed, engraved facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced thereonon the Securities and such coupons. The seal of the Company may be in the form of a facsimile thereof and may be impressed, by facsimile affixed, imprinted or otherwiseotherwise reproduced on the Securities and such coupons. Only such Securities or Coupons, if any, as shall bear thereon a Trustee's certificate of authentication substantially in the form recited hereinprovided for in Schedule B, executed signed manually by the Trustee manually by an authorized officerTrustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such The Trustee's certificate of authentication of the Trustee upon on any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trusteehereunder. In case any officer of the Company who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) such coupons shall cease to be such officer before the Securities or Coupons such coupons so signed shall have been authenticated by the Trustee and delivered by the Trustee, or disposed of by the Company, such Securities or Coupons and such coupons nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities or Coupons and such coupons had not ceased to be such officer of the Company. Also, ; and any Security or Coupon such coupons may be signed on behalf of the Company by such Persons as on the actual date of execution of such Security or Coupon shall be the proper officers of the Company, although at the date of the execution of this Indenture or on the nominal date of such Security any such Person was not such officer.such

Execution of Securities. The Securities and and, if applicable, each Coupon appertaining thereto, if any, thereto shall be executed manually or in facsimile, by any two signed on behalf of the Chairman Corporation by both (a) the chairman of the Board, Chief Executive Officer, the President, any Vice President, the Secretary, any Assistant Secretary, the Chief Financial officer, the Treasurer its Board of Directors or its president or any Assistant Treasurer of the Company vice president and (b) its treasurer or any assistant treasurer or its secretary or any assistant secretary, under its corporate seal (except in the case of Coupons)) which may, which but need not, be attested. Such signatures may be affixed thereto the manual or printedfacsimile signatures of such officers. The seal of the Corporation may be in the form of a facsimile thereof and may be impressed, engraved affixed, imprinted or otherwise reproduced thereon, by facsimile or otherwise. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in on the form recited herein, executed by the Trustee manually by an authorized officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of the Trustee upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this IndentureSecurities. Typographical or and other minor errors or defects in any such reproduction of the seal or facsimile any such signature on any Security or in the text thereof shall not affect the validity or enforceability of such any Security if it that has been duly authenticated and delivered by the Trustee. In case any officer of the Company Corporation who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such officer before the Securities Security or Coupons Coupon so signed (or the Security to which the Coupon so signed appertains) shall have been be authenticated and delivered by the Trustee, Trustee or disposed of by the CompanyCorporation, such Securities Security or Coupons Coupon nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities Security or Coupons Coupon had not ceased to be such officer of the Company. Also, Corporation; and any Security or Coupon may be signed on behalf of the Company Corporation by such Persons as on as, at the actual date of the execution of such Security or Coupon Coupon, shall be the proper officers of the CompanyCorporation, although at the date of the execution and delivery of this Indenture or on the nominal date of such Security any such Person was not such an officer.

Execution of Securities. The Securities and each Coupon appertaining thereto, if any, shall be executed manually or in facsimile, by any two of an officer and the Chairman of the Board, Chief Executive Officer, the President, any Vice President, the Secretary, any Secretary or an Assistant Secretary, the Chief Financial officer, the Treasurer or any Assistant Treasurer Secretary of the Company under its corporate seal (except in the case of Coupons)seal, which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwise. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form recited herein, executed by the Trustee manually by an authorized officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of the Trustee upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any officer of the Company who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such officer before the Securities or Coupons so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities or Coupons had not ceased to be such officer of the Company. Also, any Security or Coupon may be signed on behalf of the Company by such Persons as on the actual date of execution of such Security or Coupon shall be the proper officers of the Company, although at the date of the execution of this Indenture or on the nominal date of such Security any such Person was not such officer.

Execution of Securities. The Securities and and, if applicable, each Coupon appertaining thereto, if any, thereto shall be executed manually or in facsimile, by any two signed on behalf of the Chairman Issuer by the chairman of the Board, Chief Executive Officerboard of directors, the Presidentpresident, any Vice President, vice president or the Secretary, any Assistant Secretary, the Chief Financial officer, the Treasurer or any Assistant Treasurer treasurer of the Company Administrative Managing General Partner, under its corporate seal (except in the case of Coupons)) which may, which but need not, be attested. Such signatures may be affixed thereto the manual or printedfacsimile signatures of the present or any future such chairman or officers. The seal of the Administrative Managing General Partner may be in the form of a facsimile thereof and may be impressed, engraved affixed, imprinted or otherwise reproduced thereon, by facsimile or otherwise. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in on the form recited herein, executed by the Trustee manually by an authorized officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of the Trustee upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this IndentureSecurities. Typographical or and other minor errors or defects in any such reproduction of the seal or facsimile any such signature on any Security or in the text thereof shall not affect the validity or enforceability of such any Security if it that has been duly authenticated and delivered by the Trustee. In case any officer of the Company Administrative Managing General Partner who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such officer before the Securities Security or Coupons Coupon so signed (or the Security to which the Coupon so signed appertains) shall have been be authenticated and delivered by the Trustee, Trustee or disposed of by the CompanyIssuer, such Securities Security or Coupons Coupon nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities Security or Coupons Coupon had not ceased to be such officer of the Company. Also, Administrative Managing General Partner; and any Security or Coupon may be signed on behalf of the Company Administrative Managing General Partner by such Persons as on persons as, at the actual date of the execution of such Security or Coupon Coupon, shall be the proper officers of the CompanyAdministrative Managing General Partner, although at the date of the execution and delivery of this Indenture or on the nominal date of such Security any such Person person was not such an officer.

Execution of Securities. The Securities and each Coupon appertaining theretoshall, if anysubject ----------------------- to the provisions of Section 2.06, shall be executed manually printed on steel engraved borders or in facsimilefully or partially engraved, by any two of or legibly typed, as the Chairman of the Board, Chief Executive Officer, the President, any Vice President, the Secretary, any Assistant Secretary, the Chief Financial officer, the Treasurer or any Assistant Treasurer proper officer of the Company under its corporate seal (except may determine, and shall be signed on behalf of the Company by an Authorized Officer. The signature of such Authorized Officer upon the Securities may be in the case form of Coupons), which a facsimile signature of a present or any future Authorized Officer and may be affixed thereto or printed, engraved imprinted or otherwise reproduced thereonon the Securities and for that purpose the Company may use the facsimile signature of any person who shall have been an Authorized Officer, by facsimile notwithstanding the fact that at the time the Securities shall be authenticated and delivered or otherwisedisposed of such person shall have ceased to be an Authorized Officer. Only such Securities or Coupons, if any, as shall bear thereon a certificate Certificate of authentication Authentication substantially in the form recited hereinestablished for such Securities, executed by the Trustee manually by an authorized officersignatory of the Trustee, or by any Authenticating Agent with respect to such Securities, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of executed by the Trustee, or by any Authenticating Agent appointed by the Trustee with respect to such Securities, upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder registered holder thereof is entitled to the benefits of this Indenture. Typographical At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with an indenture supplemental hereto or other errors a Company Order for the authentication and delivery of such Securities and the Trustee, in accordance with such supplemental indenture or defects Company Order, shall authenticate and deliver such Securities; provided, however, that in the seal case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with Instructions or facsimile signature on any Security such other procedures acceptable to the Trustee as may be specified by or in pursuant to such supplemental indenture or Company Order delivered to the text thereof shall not affect Trustee prior to the validity or enforceability time of the first authentication of Securities of such Security if it has been duly authenticated and delivered by the Trusteeseries. In case any officer authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall receive and (subject to Section 7.01) shall be fully protected in relying upon, (i) an Opinion of Counsel and/or (ii) an Officers' Certificate, each stating that the form and terms thereof have been established in conformity with the provisions of this Indenture; provided, however, that, with respect to Securities of a series subject to a Periodic Offering, the Trustee shall be entitled to receive such Opinion of Counsel and/or Officers' Certificate only once at or prior to the time of the Company who shall have signed any first authentication of Securities of such series and that, in such opinion or certificate, the Securities opinion or Couponscertificate described above may state that when the terms of such Securities, if anyor each Tranche thereof, (manually or in facsimile) shall cease to be such officer before the Securities or Coupons so signed shall have been authenticated and delivered by established pursuant to a Company Order or Orders, supplemental indenture or indentures, Instruction or Instructions or pursuant to such procedures acceptable to the Trustee, or disposed as may be specified by a Company Order, such terms will have been established in conformity with the provisions of this Indenture. Each Opinion of Counsel and Officers' Certificate delivered pursuant to this Section 2.04 shall include all statements prescribed in Section 13.06(b). Such Opinion of Counsel shall also be to the effect that when such Securities have been executed by the Company, such Securities or Coupons nevertheless may be Company and authenticated by the Trustee in accordance with the provisions of this Indenture and delivered or disposed of as though to and duly paid for by the Person who signed such Securities or Coupons had not ceased to purchasers thereof, they will be such officer of the Company. Also, any Security or Coupon may be signed on behalf of the Company by such Persons as on the actual date of execution of such Security or Coupon shall be the proper officers valid and legally binding obligations of the Company, although enforceable in accordance with their terms (subject to customary exceptions) and will be entitled to the benefits of this Indenture. With respect to Securities of a series subject to a Periodic Offering, the Trustee may conclusively rely, as to the authorization by the Company of any of such Securities, the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Company Order, Opinion of Counsel, Instruction, Officers' Certificate and other documents delivered pursuant to Sections 2.01 and this Section, as applicable, at or prior to the date time of the execution first authentication of Securities of such series unless and until such Company Order, Opinion of Counsel, Instruction, Officers' Certificate or other documents have been superseded or revoked or expire by their terms. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Securities and this Indenture or on otherwise in a manner which is not reasonably acceptable to the nominal date of such Security any such Person was not such officerTrustee.

Execution of Securities. The Securities and each Coupon Coupons appertaining thereto, if any, shall be executed manually or in facsimile, by any two signed on behalf of the Chairman of the Board, Chief Executive Officer, the PresidentCompany by its Chairman, any Executive Vice President, the Secretary, any Assistant Secretary, the Chief Financial officer, the Treasurer Senior Vice President or Vice President and by its Secretary or any Assistant Treasurer Secretary under its corporate seal. Such signatures may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Securities and such Coupons. The seal of the Company under its corporate seal (except may be in the case form of Coupons), which a facsimile thereof and may be affixed thereto or printedimpressed, engraved affixed, imprinted or otherwise reproduced thereon, by facsimile or otherwiseon the Securities and such Coupons. Only such Securities or Coupons, if any, as shall bear thereon a Trustee’s certificate of authentication substantially in the form recited hereinprovided in Section 2.04 (or Section 2.12, executed if applicable), signed manually by the Trustee manually by an authorized officerTrustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such The Trustee’s certificate of authentication of the Trustee upon on any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trusteehereunder. In case any officer of the Company who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) such Coupons shall cease to be such officer before the Securities or such Coupons so signed shall have been authenticated by the Trustee and delivered by the Trustee, or disposed of by the Company, such Securities or and such Coupons nevertheless may be authenticated and delivered or disposed of as though the Person officer who signed such Securities or and such Coupons had not ceased to be such officer of the Company. Also, ; and any Security or Coupon such Coupons may be signed on behalf of the Company by such Persons as on persons as, at the actual date of the execution of such Security or Coupon such Coupons, shall be the proper officers of the Company, although at the date of such Security or such Coupons or of the execution of this Indenture or on the nominal date of such Security any such Person person was not such officer.

Execution of Securities. The Securities and each Coupon appertaining thereto, if any, shall be executed manually or signed in facsimile, by any two the name and on behalf of the Chairman Company by the manual or facsimile signature of the Board, its Chief Executive Officer, President or one of its Vice Presidents and may be attested by the Presidentmanual or facsimile signature of its Secretary or one of its Assistant Secretaries, any Vice President, the Secretary, any Assistant Secretary, the Chief Financial officer, the Treasurer or any Assistant Treasurer of the Company under its corporate seal (except in the case of Coupons), which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwise, and which need not be attested. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form recited hereinhereinbefore recited, executed by the Trustee manually by an authorized officeror the Authenticating Agent, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of by the Trustee or the Authenticating Agent upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. 17 In case any officer of the Company who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such officer before the Securities or Coupons so signed shall have been authenticated and delivered by the TrusteeTrustee or the Authenticating Agent, or disposed of by the Company, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities or Coupons had not ceased to be such officer of the Company. Also, ; and any Security or Coupon may be signed on behalf of the Company by such Persons as on persons as, at the actual date of the execution of such Security or Coupon Security, shall be the proper officers of the Company, although at the date of the execution of this Indenture or on the nominal date of such Security any such Person person was not such an officer.

Execution of Securities. The Securities and each Coupon Coupons ----------------------- appertaining thereto, if any, shall be executed manually or in facsimile, by any two signed on behalf of the Chairman of the BoardCompany by its Chairman, President, Chief Executive Officer, the President, any Executive Vice President, the Secretary, any Assistant Secretary, the Chief Financial officer, the Treasurer Senior Vice President or Vice President and by its Secretary or any Assistant Treasurer Secretary under its corporate seal. Such signatures may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Securities and such Coupons. The seal of the Company under its corporate seal (except may be in the case form of Coupons), which a facsimile thereof and may be affixed thereto or printedimpressed, engraved affixed, imprinted or otherwise reproduced thereon, by facsimile or otherwiseon the Securities and such Coupons. Only such Securities or Coupons, if any, as shall bear thereon a Trustee's certificate of authentication substantially in the form recited hereinprovided in Section 2.04 (or Section 2.12, executed if applicable), signed manually by the Trustee manually by an authorized officerTrustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such The Trustee's certificate of authentication of the Trustee upon on any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trusteehereunder. In case any officer of the Company who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) such Coupons shall cease to be such officer before the Securities or such Coupons so signed shall have been authenticated by the Trustee and delivered by the Trustee, or disposed of by the Company, such Securities or and such Coupons nevertheless may be authenticated and delivered or disposed of as though the Person officer who signed such Securities or and such Coupons had not ceased to be such officer of the Company. Also, ; and any Security or Coupon such Coupons may be signed on behalf of the Company by such Persons as on as, at the actual date of the execution of such Security or Coupon such Coupons, shall be the proper officers of the Company, although at the date of such Security or such Coupons or of the execution of this Indenture or on the nominal date of such Security any such Person was not such officer.

Execution of Securities. The Securities and each Coupon appertaining thereto, if any, shall be executed manually or by facsimile in facsimile, by any two the name and on behalf of the Company by its Chairman of the BoardBoard of Directors, Chief Executive Officer, the its President, any one of its Vice President, the Secretary, any Presidents or its Treasurer and by its Secretary or one of its Assistant Secretary, the Chief Financial officer, the Treasurer or any Assistant Treasurer of the Company Secretaries under its corporate seal (except in the case of Coupons), which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwise). Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form recited hereinhereinbefore recited, manually executed by the Trustee manually by an authorized officerTrustee, shall be entitled to the benefits of this Indenture or be valid or become obligatory for any purpose. Such certificate of authentication of by the Trustee upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any officer of the Company who shall have signed executed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such officer before the Securities or Coupons so signed executed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities or Coupons nevertheless shall be valid and binding and may be authenticated and delivered or disposed of as though the Person who signed executed such Securities or Coupons had not ceased to be such officer of the Company. Also, ; and any Security or Coupon Securities may be signed executed on behalf of the Company by such Persons as on as, at the actual date of the execution of such Security or Coupon Security, shall be the proper officers of the Company, although at the date of such Security or of the execution of this Indenture or on the nominal date of such Security any such Person was not such an officer.. In the event that any other Person performs the Trustee's duties as Authenticating Agent pursuant to a duly executed agreement, the Company shall notify the Trustee in writing of the issuance of any Securities hereunder, such notice to be delivered in accordance with the provisions of Section 15.03 on the date such Securities are delivered by the Company for authentication to such other Person. Prior to the authentication and delivery of the Securities, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, in addition to the Opinion of Counsel to be furnished to the Trustee pursuant to Section 15.05 and the Officers' Certificate relating to the issuance of Securities pursuant to Section 15.05, Opinions of Counsel stating that:

Execution of Securities. The Securities and each Coupon appertaining thereto, if any, shall be executed manually or by facsimile in facsimile, by any two the name and on behalf of the Company by its Chairman of the BoardBoard of Directors, Chief Executive Officer, the its President, any one of its Vice President, the Secretary, any Presidents or its Treasurer and by its Secretary or one of its Assistant Secretary, the Chief Financial officer, the Treasurer or any Assistant Treasurer of the Company under its corporate seal (except in the case of Coupons), which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwiseSecretaries. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form recited hereinhereinbefore recited, manually executed by the Trustee manually by an authorized officerTrustee, shall be entitled to the benefits of this Indenture or be valid or become obligatory for any purpose. Such certificate of authentication of by the Trustee upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any officer of the Company who shall have signed executed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such officer before the Securities or Coupons so signed executed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities or Coupons nevertheless shall be valid and binding and may be authenticated and delivered or disposed of as though the Person who signed executed such Securities or Coupons had not ceased to be such officer of the Company. Also, ; and any Security or Coupon Securities may be signed executed on behalf of the Company by such Persons as on as, at the actual date of the execution of such Security or Coupon Security, shall be the proper officers of the Company, although at the date of such Security or of the execution of this Indenture or on the nominal date of such Security any such Person was not such an officer.. In the event that any other Person performs the Trustee's duties as Authenticating Agent pursuant to a duly executed agreement, the Company shall notify the Trustee in writing of the issuance of any Securities hereunder, such notice to be delivered in accordance with the provisions of Section 13.03 on the date such Securities are delivered by the Company for authentication to such other Person. Prior to the authentication and delivery of any Securities, the Trustee shall receive, and shall be fully protected in conclusively relying upon, in addition to a Company Order, the Opinion of Counsel to be furnished to the Trustee pursuant to Section 13.05 and the Officers' Certificate relating to the issuance of Securities pursuant to Section 13.05, Opinions of Counsel stating that:

Execution of Securities. The Securities and each Coupon appertaining thereto, if any, shall be executed manually or in facsimile, by any two signed on behalf of the Issuer by both (a) its Chairman of the Board, Chief Executive Officer, the President, Board of Directors or any Vice Chairman of the Board of Directors or its President or any Vice President (whether or not designated by a number or numbers or a word or words added before or after the title "Vice President, the Secretary, any Assistant Secretary, the Chief Financial officer, the ") and (b) by its Treasurer or any Assistant Treasurer of the Company or its Secretary or any Assistant Secretary, under its corporate seal (except in the case of Coupons)) which may, which but need not, be attested. Such signatures may be affixed thereto the manual or printedfacsimile signatures of the present or any future such officers. The seal of the Issuer may be in the form of a facsimile thereof and may be impressed, engraved affixed, imprinted or otherwise reproduced thereon, by facsimile or otherwise. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in on the form recited herein, executed by the Trustee manually by an authorized officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of the Trustee upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this IndentureSecurities. Typographical or and other minor errors or defects in any such reproduction of the seal or facsimile any such signature on any Security or in the text thereof shall not affect the validity or enforceability of such any Security if it that has been duly authenticated and delivered by the Trustee. The Coupons, if any, applicable to the Securities of any series shall bear the facsimile signature of the Treasurer or any Assistant Treasurer of the Issuer. In case any officer of the Company Issuer who shall have so signed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such officer before the Securities Security or Coupons Coupon so signed (or the Security to which the Coupon so signed appertains) shall have been be authenticated and delivered by the Trustee, Trustee or disposed of by the CompanyIssuer, such Securities Security or Coupons Coupon nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities Security or Coupons Coupon had not ceased to be such officer of the Company. Also, Issuer; and any Security or Coupon may be so signed on behalf of the Company Issuer by such Persons as on persons as, at the actual date of the execution of such Security or Coupon Coupon, shall be the proper officers of the CompanyIssuer, although at the date of the execution and delivery of this Indenture or on the nominal date of such Security any such Person person was not such an officer.

Execution of Securities. The Securities and each Coupon appertaining thereto, if any, shall be executed manually or signed in facsimile, by any two the name and on behalf of the Company by, and the Guarantees endorsed thereon shall be signed on behalf of the Guarantor by, the facsimile signature of its Chairman of the BoardBoard of Directors, Chief Executive Officer, the President, any Vice President, one of its Managing Directors or one of its Vice-Presidents and by the Secretary, any Assistant Secretary, the Chief Financial officer, the facsimile signature of its Treasurer or any one of its Assistant Treasurer of the Company Treasurers, under its corporate seal (except in the case of Coupons), which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwise, and which need not be attested. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form recited hereinhereinbefore recited, executed by the Trustee manually by an authorized officeror the Authenticating Agent, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of by the Trustee or the Authenticating Agent upon any Security or Coupon, if any, executed by the Company and the Guarantor shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any officer of the Company or the Guarantor who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such officer before the Securities or Coupons so signed shall have been authenticated and delivered by the TrusteeTrustee or the Authenticating Agent, or disposed of by the Company, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities or Coupons had not ceased to be such officer of the Company. AlsoCompany or the Guarantor, as the case may be; and any Security or Coupon may be signed on behalf of the Company or the Guarantor by such Persons as on as, at the actual date of the execution of such Security or Coupon Security, shall be the proper officers of the CompanyCompany or the Guarantor, as the case may be, although at the date of the execution of this Indenture or on the nominal date of such Security any such Person person was not such an officer.

Execution of Securities. The Securities and each Coupon appertaining thereto, if any, shall be executed manually or signed in facsimile, by any two the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the BoardBoard of Directors (if an executive officer), its Chief Executive Officer, the its President, any one of its Executive Vice President, Presidents or one of its Vice Presidents and by the Secretary, any Assistant Secretary, the manual or facsimile signature of its Chief Financial officerOfficer, the Treasurer its Treasurer, one of its Assistant Treasurers, Secretary or any one of its Assistant Treasurer of the Company under its corporate seal (except in the case of Coupons), which may be affixed thereto or printed, engraved or otherwise reproduced thereonSecretaries, by facsimile or otherwise, and which need not be attested. Only such Securities or Coupons, if any, as shall bear thereon a certificate Certificate of authentication Authentication substantially in the form recited hereinhereinbefore recited, executed by the Trustee manually by an authorized officeror the Authenticating Agent, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of by the Trustee or the Authenticating Agent upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any officer of the Company who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such officer before the Securities or Coupons so signed shall have been authenticated and delivered by the TrusteeTrustee or the Authenticating Agent, or disposed of by the Company, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities or Coupons had not ceased to be such officer of the Company. Also, ; and any Security or Coupon may be signed on behalf of the Company by such Persons as on persons as, at the actual date of the execution of such Security or Coupon Security, shall be the proper officers of the Company, although at the date of the execution of this Indenture or on the nominal date of such Security any such Person person was not such an officer.

Execution of Securities. The Securities and each Coupon appertaining thereto, if any, shall be executed manually or ----------------------- signed in facsimile, by any two the name and on behalf of the Company by the manual or facsimile signature of its President or its Chairman of the Board, Chief Executive Officer, the President, any Board and its Senior Vice President, the President - Corporate Treasury and Global Funding Operation or its Secretary, any Assistant Secretary, the Chief Financial officer, the Treasurer or any Assistant Treasurer of the Company under its corporate seal (except in the case of Coupons), which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwise). Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form recited hereinherein recited, executed by the Trustee manually by an authorized officerTrustee, shall be entitled to the benefits of this Third Amended and Restated Indenture or be valid or obligatory for any purpose. Such certificate of authentication of by the Trustee upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Third Amended and Restated Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any officer of the Company who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such officer before the Securities or Coupons so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities or Coupons had not ceased to be such officer of the Company. Also, ; and any Security or Coupon may be signed on behalf of the Company by such Persons as on as, at the actual date of the execution of such Security or Coupon Security, shall be the proper officers of the Company, although at the date of the execution of this Third Amended and Restated Indenture or on the nominal date of such Security any such Person was not such an officer.

Execution of Securities. The Securities and and, if applicable, each Coupon appertaining thereto, if any, thereto shall be executed manually or in facsimile, by any two of the Chairman of the Board, Chief Executive Officer, the President, any Vice President, the Secretary, any Assistant Secretary, the Chief Financial officer, the Treasurer or any Assistant Treasurer signed on behalf of the Company by both (a) the chairman of its Board of Directors or its president or any vice president and (b) its treasurer or any assistant treasurer or its secretary or any assistant secretary, under its corporate seal (except in the case of Coupons)) which may, which but need not, be attested. Such signatures may be affixed thereto the manual or printedfacsimile signatures of such officers. The seal of the Company may be in the form of a facsimile thereof and may be impressed, engraved affixed, imprinted or otherwise reproduced thereon, by facsimile or otherwise. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in on the form recited herein, executed by the Trustee manually by an authorized officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of the Trustee upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this IndentureSecurities. Typographical or and other minor errors or defects in any such reproduction of the seal or facsimile any such signature on any Security or in the text thereof shall not affect the validity or enforceability of such any Security if it that has been duly authenticated and delivered by the Trustee. In case any officer of the Company who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such officer before the Securities Security or Coupons Coupon so signed (or the Security to which the Coupon so signed appertains) shall have been be authenticated and delivered by the Trustee, Trustee or disposed of by the Company, such Securities Security or Coupons Coupon nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities Security or Coupons Coupon had not ceased to be such officer of the Company. Also, ; and any Security or Coupon may be signed on behalf of the Company by such Persons as on persons as, at the actual date of the execution of such Security or Coupon Coupon, shall be the proper officers of the Company, although at the date of the execution and delivery of this Indenture or on the nominal date of such Security any such Person person was not such an officer.

Execution of Securities. The Securities and each Coupon appertaining thereto, if any, shall be executed manually or in facsimile, by any two signed on behalf of the Chairman Issuer by both (a) the chairman of the Board, Chief Executive Officer, the President, any Vice President, the Secretary, any Assistant Secretary, the Chief Financial officer, the Treasurer its Board of Directors or any Assistant Treasurer vice chairman of the Company its Board of Directors or its president or any vice president and (b) by its treasurer or any assistant treasurer or its secretary or any assistant secretary, under its corporate seal (except which may, but need not, be attested. Such signatures may be the manual or facsimile signatures of the present or any future such officers. The seal of the Issuer may be in the case form of Coupons), which a facsimile thereof and may be affixed thereto or printedimpressed, engraved affixed, imprinted or otherwise reproduced thereon, by facsimile or otherwise. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in on the form recited herein, executed by the Trustee manually by an authorized officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of the Trustee upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this IndentureSecurities. Typographical or and other minor errors or defects in any such reproduction of the seal or facsimile any such signature on any Security or in the text thereof shall not affect the validity or enforceability of such any Security if it that has been duly authenticated and delivered by the Trustee. In case any officer of the Company Issuer who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such officer before the Securities or Coupons Security so signed shall have been be authenticated and delivered by the Trustee, Trustee or disposed of by the CompanyIssuer, such Securities or Coupons Security nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities or Coupons Security had not ceased to be such officer of the Company. Also, Issuer; and any Security or Coupon may be signed on behalf of the Company Issuer by such Persons as on persons as, at the actual date of the execution of such Security or Coupon Security, shall be the proper officers of the CompanyIssuer, although at the date of the execution and delivery of this Indenture or on the nominal date of such Security any such Person person was not such an officer. If the Issuer shall establish pursuant to Section 2.03 that the Securities of a series are to be issued in the form of one or more Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with this Section and the Issuer Order with respect to such series, authenticate and deliver one or more Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series having the same terms issued and not yet canceled, (ii) shall be registered in the name of the Depositary for such Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions and (iv) shall bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of such Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary." Each Depositary designated pursuant to Section 2.03 must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and any other applicable statute or regulation. Notwithstanding any other provision of this Section 2.05, unless and until it is exchanged in whole or in part for Securities in definitive form, a Global Security representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Securities of a series represented by one or more Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Securities or if at any time the Depositary for such Securities shall no longer be eligible under this Section 2.05, the Issuer shall appoint a successor Depositary eligible under this Section 2.05 with respect to such Securities. If a successor Depositary eligible under this Section 2.05 for such Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.03 that such Securities be represented by one or more Global Securities shall no longer be effective and the Issuer will execute, and the Trustee, upon receipt of an Officers' Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities in exchange for such Global Security or Securities. The Issuer may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event the Issuer will execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities, in exchange for such Global Security or Securities. If specified by the Issuer pursuant to Section 2.03 with respect to Securities represented by a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities of the same series in definitive registered form on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Trustee shall authenticate and deliver, without service charge,

Execution of Securities. The Securities and each Coupon appertaining thereto, if any, shall be executed manually or signed in facsimile, by any two the name and on behalf of the Company by the facsimile signature of its Chairman of the BoardBoard of Directors, Chief Executive Officer, President or one of its Vice-Presidents and by the President, any Vice President, the Secretary, any Assistant Secretary, the Chief Financial officer, the facsimile signature of its Treasurer or any one of its Assistant Treasurer of the Company Treasurers, under its corporate seal (except in the case of Coupons), which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwise, and which need not be attested. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form recited hereinhereinbefore recited, executed by the Trustee manually by an authorized officeror the Authenticating Agent, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of by the Trustee or the Authenticating Agent upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any officer of the Company who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such officer before the Securities or Coupons so signed shall have been authenticated and delivered by the TrusteeTrustee or the Authenticating Agent, or disposed of by the Company, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities or Coupons had not ceased to be such officer of the Company. Also, ; and any Security or Coupon may be signed on behalf of the Company by such Persons as on persons as, at the actual date of the execution of such Security or Coupon Security, shall be the proper officers of the Company, although at the date of the execution of this Indenture or on the nominal date of such Security any such Person person was not such an officer.

Execution of Securities. The Securities and each Coupon appertaining thereto, if any, shall be executed signed on behalf of the Company, manually or in facsimile, by the Chairman or any two of the Vice Chairman of the BoardBoard of Directors of the Company, the Chief Executive Officer, the President, President or any Vice President of the Company (whether or not designated by a number or a word or words added before or after the title Vice President), and by the Treasurer, an Assistant Treasurer, the Secretary, any Assistant SecretaryController, the Chief Financial officer, the Treasurer Secretary or any an Assistant Treasurer Secretary of the Company under its corporate seal (except in the case of Coupons)seal, which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwise. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form recited herein, executed by or on behalf of the Trustee manually or electronically by an authorized officersignatory, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of by the Trustee upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In Except as otherwise provided in Article Fifteen, in case any officer of the Company who shall have signed any of the Securities or CouponsSecurities, if any, (manually or in facsimile) , shall cease to be such officer before the Securities or Coupons so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities or Coupons had not ceased to be such officer of the Company. Also, Company; and any Security or Coupon may be signed on behalf of the Company Company, manually or in facsimile, by such Persons as on persons as, at the actual date of the execution of such Security or Coupon Security, shall be the proper officers of the Company, although at the date of the execution of this Indenture or on the nominal date of such Security any such Person person was not such officer.

Execution of Securities. The Securities and each Coupon appertaining thereto, if any, shall be executed manually or in facsimile, by any two of the Chairman of the Board, Chief Executive Officer, the President, any Vice President, the Secretary, any Assistant Secretary, the Chief Financial officer, the Treasurer or any Assistant Treasurer signed on behalf of the Company by both (a) the chairman of its Board of Directors, or any vice chairman of its Board of Directors or its president or any vice president and (b) its treasurer or any assistant treasurer or its secretary or any assistant secretary, under its corporate seal (except which may, but need not, be attested. Such signatures may be the manual or facsimile signatures of the present or any future such officers. The seal of the Company may be in the case form of Coupons), which a facsimile thereof and may be affixed thereto or printedimpressed, engraved affixed, imprinted or otherwise reproduced thereon, by facsimile or otherwise. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in on the form recited herein, executed by the Trustee manually by an authorized officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of the Trustee upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this IndentureSecurities. Typographical or and other minor errors or defects in any such reproduction of the seal or facsimile any such signature on any Security or in the text thereof shall not affect the validity or enforceability of such any Security if it that has been duly authenticated and delivered by the Trustee. Any Coupons attached to any Unregistered Security shall be executed on behalf of the Company by the manual or facsimile signature of any such officer of the Company. In case any officer of the Company who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) Coupons shall cease to be such officer before the Securities Security or Coupons Coupon so signed shall have been be authenticated (in the case of the Securities) and delivered by the Trustee, Trustee or disposed of by the Company, such Securities Security or Coupons Coupon nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities Security or Coupons Coupon had not ceased to be such officer of the Company. Also, ; and any Security or Coupon may be signed on behalf of the Company by such Persons as on persons as, at the actual date of the execution of such Security or Coupon Coupon, shall be the proper officers of the Company, although at the date of the execution and delivery of this Indenture or on the nominal date of such Security any such Person person was not such an officer.

Execution of Securities. The Securities and each Coupon appertaining thereto, if any, shall be executed signed on behalf of the Company, manually or in facsimile, by any two of the its Chairman of the Board, Chief Executive Officer, the President, any Board or its President or a Vice President, the Secretary, any Assistant Secretary, the Chief Financial officer, the Treasurer or any Assistant Treasurer Chairman of the Company Board or a Vice President either under its corporate seal (except in the case of Coupons), which may be affixed thereto in facsimile) reproduced thereon and attested, manually or printed, engraved or otherwise reproduced thereonin facsimile, by facsimile its Secretary or otherwisean Assistant Secretary or its Treasurer or an Assistant Treasurer, or not under its corporate seal, as the Company may elect. Typographical and other minor errors or defects in any such reproduction of the seal or any such signature shall not affect the validity or enforceability of any Security that has been duly authorized and delivered by the Trustee. In case any officer of the Company whose signature appears on any of the Securities, manually or in facsimile, shall cease to be such officer before such Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered by the Trustee, or disposed of by the Company, as though the person whose signature appears on such Securities had not ceased to be such officer of the Company; and any Security may be signed and the corporate seal reproduced thereon may be attested, on behalf of the Company, manually or in facsimile, by such persons as, at the actual date of the execution of such Security, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such officer. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form recited hereinhereinbefore receipted, executed by the Trustee signed manually by an authorized officersignatory of the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of by the Trustee upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any officer of the Company who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such officer before the Securities or Coupons so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities or Coupons had not ceased to be such officer of the Company. Also, any Security or Coupon may be signed on behalf of the Company by such Persons as on the actual date of execution of such Security or Coupon shall be the proper officers of the Company, although at the date of the execution of this Indenture or on the nominal date of such Security any such Person was not such officer.

Execution of Securities. The Securities and and, if applicable, each Coupon appertaining thereto, if any, thereto shall be executed manually or in facsimile, signed on behalf of the Issuer by any two of the Chairman chairman of the Board, Chief Executive Officer, the President, any Vice President, the Secretary, any Assistant Secretary, the Chief Financial officer, the Treasurer its Board of Directors or its chief executive officer or its president or any Assistant Treasurer vice president or its chief financial officer or its treasurer or its controller or any other officer designated by the Board of the Company Directors, under its corporate seal (except in the case of Coupons), which may, but need not, be attested. Such signatures may be affixed thereto the manual or printedfacsimile signatures of the present or any future such officers. The seal of the Issuer may be in the form of a facsimile thereof and may be impressed, engraved affixed, imprinted or otherwise reproduced thereon, by facsimile or otherwise. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in on the form recited herein, executed by the Trustee manually by an authorized officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of the Trustee upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this IndentureSecurities. Typographical or and other minor errors or defects in any such reproduction of the seal or facsimile any such signature on any Security or in the text thereof shall not affect the validity or enforceability of such any Security if it that has been duly authenticated and delivered by the Trustee. In case any officer of the Company Issuer who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such officer before the Securities Security or Coupons Coupon so signed (or the Security to which the Coupon so signed appertains) shall have been be authenticated and delivered by the Trustee, Trustee or disposed of by the CompanyIssuer, such Securities Security or Coupons Coupon nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities Security or Coupons Coupon had not ceased to be such officer of the Company. Also, Issuer; and any Security or Coupon may be signed on behalf of the Company Issuer by such Persons as on persons as, at the actual date of the execution of such Security or Coupon Coupon, shall be the proper officers of the CompanyIssuer, although at the date of the execution and delivery of this Indenture or on the nominal date of such Security any such Person person was not such an officer.

Execution of Securities. The Securities and and, if applicable, each Coupon appertaining thereto, if any, thereto shall be executed manually or in facsimile, signed on behalf of the Issuer by any two A Class Signatories acting together, any two members of the Chairman Board acting together, or any other two persons acting together authorized by the Board to execute Securities or, if applicable, Coupons, which Securities or Coupons may, but need not, be attested. Such signatures may be the manual or facsimile signatures of the Board, Chief Executive Officer, the President, any Vice President, the Secretary, any Assistant Secretary, the Chief Financial officer, the Treasurer present or any Assistant Treasurer of the Company under its corporate seal (except in the case of Coupons), which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwisefuture such officers. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form recited herein, executed by the Trustee manually by an authorized officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of the Trustee upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture. Typographical or other Minor errors or defects in the seal or facsimile any such reproduction of any such signature on any Security or in the text thereof shall not affect the validity or enforceability of such any Security if it that has been duly authenticated and delivered by the Trustee. In case any officer of the Company Issuer who shall have signed any of the Securities or Coupons, if any, (manually pursuant to his or in facsimile) her authorization to do so, shall cease to be such officer officer, or such authorization shall be withdrawn, before the Securities Security or Coupons Coupon so signed (or the Security to which the Coupon so signed appertains) shall have been be authenticated and delivered by the Trustee, Trustee or disposed of by the CompanyIssuer, such Securities Security or Coupons Coupon nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities Security or Coupons Coupon had not ceased to be such officer of or the Company. Also, authorization to sign such Security or Coupon had not been withdrawn; and any Security or Coupon may be signed on behalf of the Company Issuer by such Persons as on any two persons as, at the actual date of the execution of such Security or Coupon Coupon, shall be the proper officers of the Companyauthorized to do so, although at the date of the execution and delivery of this Indenture or on the nominal date of such Security any such Person person was not such officerso authorized.

Execution of Securities. The Securities and each Coupon appertaining theretothe Coupons, if any, shall be executed manually or in facsimile, by any two signed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, the President, any Officer or a Vice President, the President and by its Secretary, any an Assistant Secretary, the Chief Financial officer, the a Treasurer or any an Assistant Treasurer Treasurer. Such signatures upon the Securities and Coupons may be the manual or facsimile signatures of the Company under its corporate seal (except in the case of Coupons), which present or any future such authorized officers and may be affixed thereto or printed, engraved imprinted or otherwise reproduced thereonon the Securities and Coupons. The seal of the Company, by if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwiseotherwise reproduced on the Securities and Coupons. Only such Securities or Coupons, if any, and Coupons as shall bear thereon a certificate of authentication substantially in the form recited hereinhereinbefore recited, executed signed manually by the Trustee manually by an authorized officerTrustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of by the Trustee upon any Security or Coupon, if any, Coupon executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trusteehereunder. In case any officer of the Company who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) Coupons shall cease to be such officer before the Securities or Coupons so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities or Coupons had not ceased to be such officer of the Company. Also, ; and any Security or Coupon may be signed on behalf of the Company by such Persons as on as, at the actual date of the execution of such Security or Coupon Coupon, shall be the proper officers of the Company, although at the date of such Security or Coupon or of the execution of this Indenture or on the nominal date of such Security any such Person was not such officer.

Execution of Securities. The Securities and each Coupon Coupons appertaining thereto, if any, shall be executed manually or in facsimile, by any two signed on behalf of the Chairman of the BoardCompany by its Chairman, President, Chief Executive Officer, the President, any Executive Vice President, the Secretary, any Assistant Secretary, the Chief Financial officer, the Treasurer Senior Vice President or Vice President and by its Secretary or any Assistant Treasurer Secretary under its corporate seal. Such signatures may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Securities and such Coupons. The seal of the Company under its corporate seal (except may be in the case form of Coupons), which a facsimile thereof and may be affixed thereto or printedimpressed, engraved affixed, imprinted or otherwise reproduced thereon, by facsimile or otherwiseon the Securities and such Coupons. Only such Securities or Coupons, if any, as shall bear thereon a Trustee's certificate of authentication substantially in the form recited hereinprovided in Section 2.04 (or Section 2.12, executed if applicable), signed manually by the Trustee manually by an authorized officerTrustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such The Trustee's certificate of authentication of the Trustee upon on any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trusteehereunder. In case any officer of the Company who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) such Coupons shall cease to be such officer before the Securities or such Coupons so signed shall have been authenticated by the Trustee and delivered by the Trustee, or disposed of by the Company, such Securities or and such Coupons nevertheless may be authenticated and delivered or disposed of as though the Person officer who signed such Securities or and such Coupons had not ceased to be such officer of the Company. Also, any Security or Coupon may be signed on behalf of the Company by such Persons as on the actual date of execution of such Security or Coupon shall be the proper officers of the Company, although at the date of the execution of this Indenture or on the nominal date of such Security any such Person was not such officer.; and any

Execution of Securities. The Securities and each Coupon and, if ----------------------- applicable, the Coupons appertaining thereto, if any, shall be executed manually or signed in facsimile, by any two the name and on behalf of the Company by the manual or facsimile signature of its President, its Chairman of the Board, Chief Executive Officer, the President, any its Senior Vice President, the SecretaryFinance, any Assistant Secretaryor its Senior Vice President-Corporate Treasury and Global Funding Operation, the Chief Financial officer, the Treasurer or any Assistant Treasurer of the Company under its corporate seal (except in the case of Coupons), which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwise) attested by the Secretary or any Assistant Secretary of the Company. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form recited hereinherein recited, executed by the Trustee manually by an authorized officerTrustee, shall be entitled to the benefits of this Third Amended and Restated Indenture or be valid or obligatory for any purpose. Such certificate of authentication of by the Trustee upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Third Amended and Restated Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any officer of the Company who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such officer before the Securities or Coupons so signed (or the Securities to which the Coupons so signed appertain) shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities or Coupons had not ceased to be such officer of the Company. Also, ; and any Security or Coupon may be signed on behalf of the Company by such Persons as on as, at the actual date of execution of such Security or Coupon Coupon, shall be the proper officers of the Company, although at the date of the execution of this Third Amended and Restated Indenture or on the nominal date of such Security any such Person was not such an officer.

Execution of Securities. The Securities and and, if applicable, each Coupon appertaining thereto, if any, shall be executed manually or in facsimile, by any two signed on behalf of the Chairman Issuer by both (a) the chairman of the Board, Chief Executive Officer, the President, any Vice President, the Secretary, any Assistant Secretary, the Chief Financial officer, the Treasurer its Board of Directors or any Assistant Treasurer vice chairman of the Company its Board of Directors or its president or any vice president or its treasurer or any assistant treasurer and (b) by its secretary or any assistant secretary, under its corporate seal (except in the case of Coupons), which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwise. Only such Securities or Couponsseal, if any, as shall bear thereon a certificate which may, but need not, be attested. Such signatures may be the manual or facsimile signatures of authentication substantially the present or any future such officers. The seal of the Issuer may be in the form recited hereinof a facsimile thereof and may be impressed, executed by affixed, imprinted or otherwise reproduced on the Trustee manually by an authorized officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of the Trustee upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this IndentureSecurities. Typographical or and other minor errors or defects in any such reproduction of the seal or facsimile any such signature on any Security or in the text thereof shall not affect the validity or enforceability of such any Security if it or Coupon that has been duly authenticated and delivered by the Trustee. In case any officer of the Company Issuer who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) Coupons shall cease to be such officer before the Securities Security or Coupons Coupon so signed (or the Security to which the Coupon so signed appertains) shall have been be authenticated and delivered by the Trustee, Trustee or disposed of by the CompanyIssuer, such Securities Security or Coupons Coupon nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities Security or Coupons Coupon had not ceased to be such officer of the Company. Also, Issuer; and any Security or Coupon may be signed on behalf of the Company Issuer by such Persons as on persons as, at the actual date of the execution of such Security or Coupon Coupon, shall be the proper officers of the CompanyIssuer, although at the date of the execution and delivery of this Indenture or on the nominal date of such Security any such Person person was not such an officer.

Execution of Securities. The Securities shall be executed on behalf of IRSA by each of (a) a member of its Board of Directors and each Coupon appertaining thereto(b) a member of its Supervisory Committee. Such signatures, if anyin accordance with applicable laws and regulations, may be the manual signatures of the present or any future such Authorized Persons. Typographical and other minor errors or defects in any such signature shall not affect the validity or enforceability of any Security that has been duly authenticated and delivered by the Trustee. In case any Authorized Person of IRSA who shall have signed any of the Securities shall cease to be such Authorized Person before the Security so signed shall be authenticated and delivered by the Trustee or disposed of by or on behalf of IRSA, such Security nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Security had not ceased to be such Authorized Person of IRSA; and any Security may be signed on behalf of IRSA by such Persons as, at the actual date of the execution of such Security, shall be executed manually or in facsimileproper Authorized Persons of IRSA, by any two although at the date of the Chairman execution and delivery of the Board, Chief Executive Officer, the President, this Indenture any Vice President, the Secretary, any Assistant Secretary, the Chief Financial officer, the Treasurer or any Assistant Treasurer such Person was not such an Authorized Person. 11924629 Certificate of the Company under its corporate seal (except in the case of Coupons), which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwiseAuthentication . Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form recited hereinherein before recited, executed by the Trustee manually by an the manual signature of one of its authorized officersignatories, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of by the Trustee upon any Security or Coupon, if any, executed by the Company or on behalf of IRSA shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in Notwithstanding the seal or facsimile signature on foregoing, if any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any officer of the Company who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such officer before the Securities or Coupons so signed shall have been authenticated and delivered hereunder but never issued and sold by IRSA, and IRSA shall deliver such Security to the TrusteeTrustee for cancellation together with a written statement of an Authorized Person (which need not comply with Section 12.6 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by IRSA, or disposed for all purposes of by the Company, this Indenture such Securities or Coupons nevertheless may Security shall be deemed never to have been authenticated and delivered or disposed of as though hereunder and shall never be entitled to the Person who signed such Securities or Coupons had not ceased to be such officer of the Company. Also, any Security or Coupon may be signed on behalf of the Company by such Persons as on the actual date of execution of such Security or Coupon shall be the proper officers of the Company, although at the date of the execution benefits of this Indenture or on the nominal date of such Security any such Person was not such officerIndenture.

Execution of Securities. The Securities and each Coupon ----------------------- appertaining thereto, if any, shall be executed manually or in facsimile, by any two of the Chairman of the Board, Chief Executive Officer, the President, any Vice President, the Secretary, any Assistant Secretary, the Chief Financial officer, the Treasurer or any Assistant Treasurer of the Company under its corporate seal (except in the case of Coupons), which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwise. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form recited herein, executed by the Trustee manually by an authorized officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of the Trustee upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any officer of the Company who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such officer before the Securities or Coupons so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities or Coupons had not ceased to be such officer of the Company. Also, any Security or Coupon may be signed on behalf of the Company by such Persons as on the actual date of execution of such Security or Coupon shall be the proper officers of the Company, although at the date of the execution of this Indenture or on the nominal date of such Security any such Person was not such officer.

Execution of Securities. The Securities and each Coupon appertaining thereto, if any, shall be executed manually or signed in facsimile, by any two the name and on behalf of the Company by the facsimile signature of its Chairman of the BoardBoard of Directors, Chief Executive Officer, President or one of its Vice Presidents and by the President, any Vice President, the Secretary, any Assistant Secretary, the Chief Financial officer, the facsimile signature of its Treasurer or any one of its Assistant Treasurer of the Company Treasurers, under its corporate seal (except in the case of Coupons), which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwise, and which need not be attested. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form recited hereinhereinbefore recited, executed by the Trustee manually by an authorized officeror the Authenticating Agent, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of by the Trustee or the Authenticating Agent upon any Security or Coupon, if any, executed by the Company shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the Trustee. In case any officer of the Company who shall have signed any of the Securities or Coupons, if any, (manually or in facsimile) shall cease to be such officer before the Securities or Coupons so signed shall have been authenticated and delivered by the TrusteeTrustee or the Authenticating Agent, or disposed of by the Company, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities or Coupons had not ceased to be such officer of the Company. Also, ; and any Security or Coupon may be signed on behalf of the Company by such Persons as on persons as, at the actual date of the execution of such Security or Coupon Security, shall be the proper officers of the Company, although at the date of the execution of this Indenture or on the nominal date of such Security any such Person person was not such an officer.

Execution of Securities. The Securities and each Coupon appertaining thereto, if any, shall be executed manually signed on behalf of the Corporation, manually, electronically or in facsimile, by any two of the Chairman of the Board, Chief Executive Officer, the President, any Vice President, the Secretary, any Assistant Secretary, the Chief Financial officer, the Treasurer or any Assistant Treasurer of the Company under its corporate seal (except in the case of Coupons), which may be affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwise. Only such Securities or Coupons, if any, as shall bear thereon a certificate of authentication substantially in the form recited herein, executed by or on behalf of the U.S. Trustee manually or electronically by an authorized officer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication of by the U.S. Trustee upon any Security or Coupon, if any, executed by the Company Corporation shall be conclusive evidence that the Security or Coupon so authenticated has been duly authenticated and delivered hereunder and that the Holder holder is entitled to the benefits of this Indenture. The Securities executed via facsimile or electronic signature (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000) shall be deemed to have been duly and validly executed and be valid and effective for all purposes. Typographical or other errors or defects in the seal or facsimile signature on any Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and delivered by the U.S. Trustee. In case any officer of the Company Corporation who shall have signed any of the Securities or CouponsSecurities, if any, (manually or in facsimile) , shall cease to be such officer before the Securities or Coupons so signed shall have been authenticated and delivered by the U.S. Trustee, or disposed of by the CompanyCorporation, such Securities or Coupons nevertheless may be authenticated and delivered or disposed of as though the Person person who signed such Securities or Coupons had not ceased to be such officer of the Company. Also, Corporation; and any Security or Coupon may be signed on behalf of the Company Corporation, manually or in facsimile, by such Persons as on person as, at the actual date of the execution of such Security or Coupon Security, shall be the proper officers officer of the CompanyCorporation, although at the date of the execution of this Indenture or on the nominal date of such Security any such Person person was not such officer. On the date of the execution and delivery of this Indenture, the Issuer shall deliver to the Trustees an Officers’ Certificate as to the incumbency and specimen signatures of officers authorized to give instructions under this Section and, as long as Securities are outstanding under this Indenture, shall deliver a similar Officer’s Certificate each year on the anniversary of the date of the first such Officer’s Certificate. The Trustees may conclusively rely on the documents delivered pursuant to this Section (unless revoked by superseding comparable documents) as to the authorization of the Board of Directors of any Securities delivered hereunder, and the form thereof, and as to the authority of the instructing officers referred to in this Section so to act.