Common use of Execution of Securities Clause in Contracts

Execution of Securities. The Securities shall be printed or fully or partially engraved, or legibly typed, as the proper officer of the Company 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 form of a facsimile signature of a present or any future Authorized Officer and may be imprinted or otherwise reproduced on the Securities and for that purpose the Company may use the facsimile signature of any person who shall have been an Authorized Officer, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such person shall have ceased to be an Authorized Officer. Only such Securities as shall bear thereon a Certificate of Authentication substantially in the form established for such Securities, executed manually by an authorized signatory of the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate executed by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the registered holder thereof is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with an indenture supplemental hereto or a Company Order for the authentication and delivery of such Securities and the Trustee, in accordance with such supplemental indenture or 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 and authenticated by the Trustee in accordance with the provisions of this Indenture and delivered to and duly paid for by the purchasers thereof, they will be valid and legally binding obligations of the Company, enforceable in accordance with their terms (subject to customary exceptions) and will be entitled to the benefits of this Indenture. 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 otherwise in a manner which is not reasonably acceptable to the Trustee.

Execution of Securities. The Securities shall be printed or fully or partially engraved, or legibly typed, as the proper officer of the Company may determine, and shall be signed on behalf of the Company, manually or in facsimile, by its Chairman of the Board or any Vice Chairman of the Board, or its President or any Vice Chairman or any Executive Vice President, the Chief Operating Officer or the Chief Financial Officer of the Company and by its Treasurer or an Authorized Officer. The signature of such Authorized Officer upon Assistant Treasurer, the Securities Controller or its Secretary or an Assistant Secretary under its corporate seal, which may be in the form of a facsimile signature of a present affixed thereto or any future Authorized Officer and may be imprinted printed, engraved or otherwise reproduced on the Securities and for that purpose the Company may use the thereon, by facsimile signature of any person who shall have been an Authorized Officer, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such person shall have ceased to be an Authorized Officerotherwise. Only such Securities as shall bear thereon a Certificate certificate of Authentication authentication substantially in the form established for such Securitiesrecited herein, executed by or on behalf of the Trustee manually by an authorized signatory of the Trusteeofficer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate executed by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the registered holder thereof is entitled to the benefits of this Indenture. At Typographical or other errors or defects in the seal or facsimile signature on any time Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and from time to time after delivered by the execution and delivery Trustee. In case any officer of this Indenture, the Company may deliver who shall have signed any of the Securities, manually or in facsimile, shall cease to be such officer before the Securities of any series executed so signed shall have been authenticated and delivered by the Company to the Trustee for authentication, together with an indenture supplemental hereto or a Company Order for the authentication and delivery of such Securities and the Trustee, in accordance with such supplemental indenture or Company Orderdisposed of by the Company, shall authenticate and deliver such Securities. In authenticating such Securities nevertheless may be authenticated and accepting delivered or disposed of as though 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 person who signed such Securities have been executed by had not ceased to be such officer of the Company Company; and authenticated by the Trustee in accordance with the provisions of this Indenture and delivered to and duly paid for by the purchasers thereof, they will any Security may be valid and legally binding obligations signed on behalf of the Company, enforceable manually or in accordance with their terms (subject to customary exceptions) and will facsimile, by such persons as, at the actual date of the execution of such Security, shall be entitled to the benefits proper officers of the Company, although at the date of the execution of this Indenture. The Trustee shall Indenture any such person was 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 otherwise in a manner which is not reasonably acceptable to the Trusteeofficer.

Execution of Securities. The Securities shall be printed or fully or partially engraved, or legibly typed, as signed in the proper officer of the Company may determine, name 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 form of a manual or facsimile signature of a present its Chief Executive Officer, President or any future Authorized Officer and one of its Vice-Presidents and, at the option of the Company, may be imprinted attested by the manual or facsimile signature of its Secretary or one of its Assistant Secretaries, under its corporate seal which may be affixed thereto or printed, engraved or otherwise reproduced on the Securities thereon, by facsimile or otherwise, and for that purpose the Company may use the facsimile signature of any person who shall have been an Authorized Officer, notwithstanding the fact that at the time the Securities shall which need not be authenticated and delivered or disposed of such person shall have ceased to be an Authorized Officerattested. Only such Securities as shall bear thereon a Certificate certificate of Authentication authentication substantially in the form established for such Securitieshereinbefore recited, executed manually by an authorized signatory of the TrusteeTrustee or the Authenticating Agent, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate executed by the Trustee or the Authenticating Agent upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the registered holder thereof is entitled to the benefits of this Indenture. At In case any time and from time to time after the execution and delivery officer of this Indenture, the Company may deliver who shall have signed any of the Securities of any series executed by shall cease to be such officer before the Company to the Trustee for authentication, together with an indenture supplemental hereto or a Company Order for the authentication and delivery of such Securities and the Trustee, in accordance with such supplemental indenture or Company Order, so signed 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 authenticated 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 and authenticated by the Trustee in accordance with or the provisions Authenticating Agent, or disposed of this Indenture by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the person who signed such Securities had not ceased to be such officer of the Company; and duly paid for any Security may be signed on behalf of the Company by such persons as, at the purchasers thereofactual date of the execution of such Security, they will shall be valid and legally binding obligations the proper officers of the Company, enforceable in accordance with their terms (subject to customary exceptions) and will be entitled to although at the benefits date of the execution of this Indenture. The Trustee shall Indenture any such person was 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 otherwise in a manner which is not reasonably acceptable to the Trusteean officer.

Execution of Securities. (a) The Securities shall be printed or fully or partially engraved, or legibly typed, as and the proper officer of the Company may determine, and related coupons shall be signed in the name and on behalf of the Company by an Authorized Officer. The signature of such Authorized Officer upon the Securities may be in the form of a manual or facsimile signature of a present its Chairman of the Board, its Chief Executive Officer or its President or, in lieu thereof, of any future Authorized Officer Senior Vice President or its Treasurer and attested by its Secretary, under its corporate seal (which may be imprinted printed, engraved or otherwise reproduced on thereon, by facsimile or otherwise). For the Securities and for that purpose of any such signature or attestation, the Company may adopt and use the facsimile signature of any person who shall have has been an Authorized Officer, notwithstanding the fact that at the time the Securities or is or shall be authenticated and delivered such officer. (b) No Security or disposed of such person shall have ceased to be an Authorized Officer. Only such Securities as shall bear thereon a Certificate of Authentication substantially in the form established for such Securities, executed manually by an authorized signatory of the Trustee, appurtenant coupon shall be entitled to the benefits of this Indenture or be valid or obligatory for any purposepurpose unless such security bears thereon a certificate of authentication substantially in the form set forth in Section 2.02, manually executed by the authorized signatory of the Trustee. Such certificate executed by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the registered holder thereof is entitled to the benefits of under this Indenture. At any time and from time to time after the execution and delivery of this IndentureExcept as permitted by Section 2.07, the Company may Trustee shall not authenticate and deliver Securities of any series executed Bearer Security unless all appurtenant coupons for interest then matured have been detached and cancelled. Notwithstanding the foregoing, if any Security or portions thereof shall have been duly authenticated and delivered hereunder but never issued and sold by the Company (whether because of failure of settlement or otherwise), and the Company shall deliver such Security to the Trustee for authentication, cancellation as provided in Section 2.10 together with an indenture supplemental hereto or a Company Order for the authentication and delivery of such Securities and the Trustee, in accordance with such supplemental indenture or 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 written statement stating that the form such Security or portion thereof has never been issued 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 sold by the Company and authenticated by the Trustee in accordance with the provisions Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered to hereunder and duly paid for by the purchasers thereof, they will be valid and legally binding obligations of the Company, enforceable in accordance with their terms (subject to customary exceptions) and will shall not be entitled to the benefits of this Indenture. The Trustee . (c) In case any officer of the Company whose manual or facsimile signature appears on any of the Securities or coupons shall not cease to be required to authenticate 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 if or coupons nevertheless may be authenticated and delivered or disposed of as though the issue person whose manual or facsimile signature appears on such Securities or coupons had not ceased to be such officer of the Company; and any Security or coupon may bear the manual or facsimile signature on behalf of the Company by such persons as, at the actual date of the execution of such Securities pursuant to Security or coupon, shall be the proper officers of the Company, although at the date of the execution of this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is any such person was not reasonably acceptable to the Trusteesuch an officer.

Execution of Securities. The Securities shall be printed or fully or partially engraved, or legibly typed, as signed in the proper officer name and on behalf of the Company may determineby, and the Guarantees endorsed thereon 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 form of a facsimile signature of a present or any future Authorized Officer and may be imprinted or otherwise reproduced on the Securities and for that purpose the Company may use Guarantor by, the facsimile signature of any person who shall have been an Authorized Officerits Chairman of the Board of Directors, notwithstanding President, one of its Managing Directors or one of its Vice Presidents and by the fact that at the time the Securities shall facsimile signature of its Treasurer or one of its Assistant Treasurers, by facsimile or otherwise, and which need not be authenticated and delivered or disposed of such person shall have ceased to be an Authorized Officerattested. Only such Securities as shall bear thereon a Certificate of Authentication substantially in the form established for such Securitieshereinbefore recited, executed manually by an authorized signatory of the TrusteeTrustee or the Authenticating Agent, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate executed by the Trustee or the Authenticating Agent upon any Security executed by the Company and the Guarantor shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the registered holder thereof is entitled to the benefits of this Indenture. At In case any time and from time to time after the execution and delivery officer of this Indenture, the Company may deliver or the Guarantor who shall have signed any of the Securities of any series executed by shall cease to be such officer before the Company to the Trustee for authentication, together with an indenture supplemental hereto or a Company Order for the authentication and delivery of such Securities and the Trustee, in accordance with such supplemental indenture or Company Order, so signed 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 authenticated 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 and authenticated by the Trustee in accordance with or the provisions Authenticating Agent, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities had not ceased to be such officer of the Company or the Guarantor, as the case may be; and any Security may be signed on behalf of the Company or the Guarantor by such Persons as, at the actual date of the execution of such Security, shall be the proper officers of the Company or the Guarantor, as the case may be, although at the date of the execution of this Indenture and delivered to and duly paid for by the purchasers thereof, they will be valid and legally binding obligations of the Company, enforceable in accordance with their terms (subject to customary exceptions) and will be entitled to the benefits of this Indenture. The Trustee shall any such person was 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 otherwise in a manner which is not reasonably acceptable to the Trusteean officer.

Execution of Securities. (a) The Securities shall be printed or fully or partially engraved, or legibly typed, as and the proper officer of the Company may determine, and related coupons shall be signed in the name and on behalf of the Company by an Authorized Officer. The signature of such Authorized Officer upon the Securities may be in the form of a manual or facsimile signature of a present its Chairman of the Board, its Chief Executive Officer or its President or, in lieu thereof, of any future Authorized Officer Senior Vice President or its Treasurer and attested by its Secretary, under its corporate seal (which may be imprinted printed, engraved or otherwise reproduced on thereon, by facsimile or otherwise). For the Securities and for that purpose of any such signature or attestation, the Company may adopt and use the facsimile signature of any person who shall have has been an Authorized Officer, notwithstanding the fact that at the time the Securities or is or shall be authenticated and delivered such officer. (b) No Security or disposed of such person shall have ceased to be an Authorized Officer. Only such Securities as shall bear thereon a Certificate of Authentication substantially in the form established for such Securities, executed manually by an authorized signatory of the Trustee, attached coupon shall be entitled to the benefits of this Indenture or be valid or obligatory for any purposepurpose unless such security bears thereon a certificate of authentication substantially in the form set forth in Section 2.02 manually executed by the authorized signatory of the Trustee. Such certificate executed by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the registered holder thereof is entitled to the benefits of under this Indenture. At any time and from time to time after the execution and delivery of this IndentureExcept as permitted by Section 2.07, the Company may Trustee shall not authenticate and deliver Securities of any series executed Bearer Security unless all appurtenant coupons for interest then matured have been detached and cancelled. Notwithstanding the foregoing, if any Security or portions thereof shall have been duly authenticated and delivered hereunder but never issued and sold by the Company (whether because of failure of settlement or otherwise), and the Company shall deliver such Security to the Trustee for authentication, cancellation as provided in Section 2.10 together with an indenture supplemental hereto or a Company Order for the authentication and delivery of such Securities and the Trustee, in accordance with such supplemental indenture or 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 written statement stating that the form such Security or portion thereof has never been issued 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 sold by the Company and authenticated by the Trustee in accordance with the provisions Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered to hereunder and duly paid for by the purchasers thereof, they will be valid and legally binding obligations of the Company, enforceable in accordance with their terms (subject to customary exceptions) and will shall not be entitled to the benefits of this Indenture. The Trustee . (c) In case any officer of the Company whose manual or facsimile signature appears on any of the Securities or coupons shall not cease to be required to authenticate 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 if or coupons nevertheless may be authenticated and delivered or disposed of as though the issue person whose manual or facsimile signature appears on such Securities or coupons had not ceased to be such officer of the Company; and any Security or coupon may bear the manual or facsimile signature on behalf of the Company by such persons as, at the actual date of the execution of such Securities pursuant to Security or coupon, shall be the proper officers of the Company, although at the date of the execution of this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is any such person was not reasonably acceptable to the Trusteesuch an officer.

Execution of Securities. The Securities shall be printed or fully or partially engraved, or legibly typed, as signed in the proper officer name and on behalf of the Company may determineby, and the Guarantees endorsed thereon 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 form of a facsimile signature of a present or any future Authorized Officer and may be imprinted or otherwise reproduced on the Securities and for that purpose the Company may use Guarantor by, the facsimile signature of any person who shall have been an Authorized Officerits Chairman of the Board of Directors, notwithstanding President, one of its Managing Directors or one of its Vice-Presidents and by the fact that at the time the Securities shall facsimile signature of its Treasurer or one of its Assistant Treasurers, under its corporate seal which may be authenticated affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwise, and delivered or disposed of such person shall have ceased to which need not be an Authorized Officerattested. Only such Securities as shall bear thereon a Certificate certificate of Authentication authentication substantially in the form established for such Securitieshereinbefore recited, executed manually by an authorized signatory of the TrusteeTrustee or the Authenticating Agent, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate executed by the Trustee or the Authenticating Agent upon any Security executed by the Company and the Guarantor shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the registered holder thereof is entitled to the benefits of this Indenture. At In case any time and from time to time after the execution and delivery officer of this Indenture, the Company may deliver or the Guarantor who shall have signed any of the Securities of any series executed by shall cease to be such officer before the Company to the Trustee for authentication, together with an indenture supplemental hereto or a Company Order for the authentication and delivery of such Securities and the Trustee, in accordance with such supplemental indenture or Company Order, so signed 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 and authenticated by the Trustee in accordance with or the provisions Authenticating Agent, or disposed of by the Company, such Securities nevertheless may be authenticated or disposed of as though the Person who signed such Securities had not ceased to be such officer of the Company or the Guarantor, as the case may be; and any Security may be signed on behalf of the Company or the Guarantor by such Persons as, at the actual date of the execution of such Security, shall be the proper officers of the Company or the Guarantor, as the case may be, although at the date of the execution of this Indenture and delivered to and duly paid for by the purchasers thereof, they will be valid and legally binding obligations of the Company, enforceable in accordance with their terms (subject to customary exceptions) and will be entitled to the benefits of this Indenture. The Trustee shall any such person was 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 otherwise in a manner which is not reasonably acceptable to the Trusteean officer.

Execution of Securities. The Securities shall be printed or fully or partially engravedand, or legibly typedif applicable, as the proper officer of the Company may determineCoupons appertaining thereto, and shall be signed in the name and on behalf of the Company by an Authorized Officer. The signature of such Authorized Officer upon the Securities may be in the form of a facsimile signature of a present manual or any future Authorized Officer and may be imprinted or otherwise reproduced on the Securities and for that purpose the Company may use the facsimile signature of any person who shall have been an Authorized of its Presidents, its Chairman of the Board, its Vice Chairman and Chief Financial Officer, notwithstanding or its Senior Vice President-Corporate Treasury and Global Funding Operation, under its corporate seal (which may be printed, engraved or otherwise reproduced thereon, by facsimile or otherwise) attested by the fact that at Secretary or any Assistant Secretary of the time the Securities shall be authenticated and delivered or disposed of such person shall have ceased to be an Authorized OfficerCompany. Only such Securities as shall bear thereon a Certificate certificate of Authentication authentication substantially in the form established for such Securitiesherein recited, executed manually by an authorized signatory of the Trustee, shall be entitled to the benefits of this Subordinated Debt Indenture or be valid or obligatory for any purpose. Such certificate executed by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the registered holder thereof is entitled to the benefits of this Subordinated Debt Indenture. At In case any time and from time to time after the execution and delivery officer of this Indenture, the Company may deliver who shall have signed any of the Securities of any series executed or Coupons, if any, 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 Company to the Trustee for authentication, together with an indenture supplemental hereto or a Company Order for the authentication and delivery of such Securities and the Trustee, in accordance with or disposed of by the Company, such supplemental indenture 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; and any Security or Coupon may be signed on behalf of the Company Orderby such Persons as, at the actual date of such Security or Coupon, shall authenticate and deliver such Securities. In authenticating such Securities and accepting be 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 and authenticated by the Trustee in accordance with the provisions of this Indenture and delivered to and duly paid for by the purchasers thereof, they will be valid and legally binding obligations proper officers of the Company, enforceable in accordance with their terms (subject to customary exceptions) and will be entitled to although at the benefits date of the execution of this Indenture. The Trustee shall Subordinated Debt Indenture any such Person was 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 otherwise in a manner which is not reasonably acceptable to the Trusteean officer.

Execution of Securities. The Securities shall shall, subject to the provisions of Section 2.06, be printed on steel engraved borders or fully or partially engraved, or legibly typed, as the proper officer of the Company 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 form of a facsimile signature of a present or any future Authorized Officer and may be imprinted or otherwise reproduced on the Securities and for that purpose the Company may use the facsimile signature of any person who shall have been an Authorized Officer, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such person shall have ceased to be an Authorized Officer. Only such Securities as shall bear thereon a Certificate of Authentication substantially in the form established for such Securities, executed manually by an authorized signatory 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 executed by the Trustee, or by any Authenticating Agent appointed by the Trustee with respect to such Securities, upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the registered holder thereof is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with an indenture supplemental hereto or a Company Order for the authentication and delivery of such Securities and the Trustee, in accordance with such supplemental indenture or Company Order, shall authenticate and deliver such Securities; provided, however, that in the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with Instructions or such other procedures acceptable to the Trustee as may be specified by or pursuant to such supplemental indenture or Company Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. 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 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 first authentication of Securities of such series and that, in such opinion or certificate, the opinion or certificate described above may state that when the terms of such Securities, or each Tranche thereof, shall have been established pursuant to a Company Order or Orders, supplemental indenture or indentures, Instruction or Instructions or pursuant to such procedures acceptable to the Trustee, 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 and authenticated by the Trustee in accordance with the provisions of this Indenture and delivered to and duly paid for by the purchasers thereof, they will be valid and legally binding obligations of the Company, 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 time of the 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 's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.

Execution of Securities. The Securities shall be printed or fully or partially engraved, or legibly typed, as signed in the proper officer of the Company may determine, name 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 form of a manual or facsimile signature of a present its Chairman of the Board of Directors (if an executive officer), its Chief Executive Officer, President, one of its Executive Vice Presidents or any future Authorized Officer one of its Vice Presidents and may be imprinted by the manual or otherwise reproduced on the Securities and for that purpose the Company may use the facsimile signature of any person who shall have been an Authorized Officerits Chief Financial Officer Treasurer, notwithstanding the fact that at the time the Securities shall one of its Assistant Treasurers, Secretary or one of its Assistant Secretaries, by facsimile or otherwise, and which need not be authenticated and delivered or disposed of such person shall have ceased to be an Authorized Officerattested. Only such Securities as shall bear thereon a Certificate of Authentication substantially in the form established for such Securitiesherein before recited, executed manually by an authorized signatory of the TrusteeTrustee or the Authenticating Agent, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate executed by the Trustee or the Authenticating Agent upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the registered holder thereof Holder is entitled to the benefits of this Indenture. At In case any time and from time to time after the execution and delivery officer of this Indenture, the Company may deliver who shall have signed any of the Securities of any series executed by shall cease to be such officer before the Company to the Trustee for authentication, together with an indenture supplemental hereto or a Company Order for the authentication and delivery of such Securities and the Trustee, in accordance with such supplemental indenture or Company Order, so signed 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 authenticated 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 and authenticated by the Trustee in accordance with or the provisions Authenticating Agent, or disposed of this Indenture by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the person who signed such Securities had not ceased to be such officer of the Company; and duly paid for any Security may be signed on behalf of the Company by such persons as, at the purchasers thereofactual date of the execution of such Security, they will shall be valid and legally binding obligations the proper officers of the Company, enforceable in accordance with their terms (subject to customary exceptions) and will be entitled to although at the benefits date of the execution of this Indenture. The Trustee shall Indenture any such person was 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 otherwise in a manner which is not reasonably acceptable to the Trusteean officer.

Execution of Securities. The Securities shall be printed or fully or partially engraved, or legibly typed, as the proper officer of the Company may determine, and shall be signed on behalf of the Company by an Authorized Officertwo Officers thereof. The signature of such Authorized Officer Such signatures upon the Securities may be in the form manual or facsimile signatures of a facsimile signature of a the present or any future Authorized Officer such Officers and may be imprinted or otherwise reproduced on the Securities Securities. The seal of the Company, if any, is not required to appear on the Securities, but if it does so appear it may be in the form of a facsimile thereof and for that purpose may be impressed, affixed, imprinted or otherwise reproduced on the Company may use the facsimile signature of any person who shall have been an Authorized Officer, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such person shall have ceased to be an Authorized OfficerSecurities. Only such Securities as shall bear thereon a Certificate certificate of Authentication authentication substantially in the form established for such Securitieshereinbefore recited, executed manually signed by an authorized signatory of the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate executed by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the registered holder thereof is entitled to the benefits of this Indenture. At In case any time and from time to time after the execution and delivery Officer of this Indenture, the Company may deliver who shall have signed any of the Securities of any series executed shall cease to be such Officer before the Securities so signed shall have been authenticated and delivered by the Company to the Trustee for authentication, together with an indenture supplemental hereto or a Company Order for the authentication and delivery of such Securities and the Trustee, in accordance with or disposed of by the Company, such supplemental indenture Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities had not ceased to be such Officer of the Company; and any Security may be signed on behalf of the Company Orderby such Persons as, at the actual date of the execution of such Security, shall authenticate and deliver such Securities. In authenticating such Securities and accepting be 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 and authenticated by the Trustee in accordance with the provisions of this Indenture and delivered to and duly paid for by the purchasers thereof, they will be valid and legally binding obligations proper Officers of the Company, enforceable in accordance with their terms (subject to customary exceptions) and will be entitled to although at the benefits date of such Security or of the execution of this Indenture. The Trustee shall Indenture any such Person was 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 otherwise in a manner which is not reasonably acceptable to the TrusteeOfficer.

Execution of Securities. The Securities shall be printed or fully or partially engraved, or legibly typed, as signed in the proper officer of the Company may determine, name and shall be signed on behalf of the Company Corporation by an Authorized Officer. The signature of such Authorized Officer upon the Securities may be in the form of a facsimile signature of a present or any future Authorized Officer and may be imprinted or otherwise reproduced on the Securities and for that purpose the Company may use the facsimile signature of any person who shall have been an Authorized Officerits Chairman of the Board of Directors, notwithstanding President or one of its Vice Presidents and by the fact that at the time the Securities shall facsimile signature of its Treasurer, one of its Assistant Treasurers, Secretary or one of its Assistant Secretaries, under its corporate seal which may be authenticated affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwise, and delivered or disposed of such person shall have ceased to which need not be an Authorized Officerattested. Only such Securities as shall bear thereon a Certificate of Authentication substantially in the form established for such Securitieshereinbefore recited, executed manually by an authorized signatory of the TrusteeDebt Trustee or the Authenticating Agent, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate executed by the Debt Trustee or the Authenticating Agent upon any Security executed by the Company Corporation shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the registered holder thereof is entitled to the benefits of this Indenture. At In case any time officer of the Corporation who shall have signed any of the Securities shall cease to be such officer before the Securities so signed shall have been authenticated and from time delivered by the Debt Trustee or the Authenticating Agent, or disposed of by the Corporation, such Securities nevertheless may be authenticated and delivered or disposed of as though the person who signed such Securities had not ceased to time after be such officer of the Corporation; and any Security may be signed on behalf of the Corporation by such persons as, at the actual date of 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 a Company Order for the authentication and delivery of such Securities and the Trustee, in accordance with such supplemental indenture or Company OrderSecurity, shall authenticate and deliver such Securities. In authenticating such Securities and accepting be the additional responsibilities under this Indenture in relation to such Securitiesproper officers of the Corporation, although at the Trustee shall receive and (subject to Section 7.01) shall be fully protected in relying upon, (i) an Opinion date 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 and authenticated by the Trustee in accordance with the provisions execution of this Indenture and delivered to and duly paid for by the purchasers thereof, they will be valid and legally binding obligations of the Company, enforceable in accordance with their terms (subject to customary exceptions) and will be entitled to the benefits of this Indenture. The Trustee shall any such person was 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 otherwise in a manner which is not reasonably acceptable to the Trusteean officer.

Execution of Securities. The Securities shall be printed or fully or partially engraved, or legibly typed, as signed in the proper officer name and on behalf of the Company may determineby, and the Guarantees endorsed thereon 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 form of a facsimile signature of a present or any future Authorized Officer and may be imprinted or otherwise reproduced on the Securities and for that purpose the Company may use Guarantor by, the facsimile signature of any person who shall have been an Authorized Officerits Chairman of the Board of Directors, notwithstanding President, one of its Managing Directors or one of its Vice Presidents and by the fact that at the time the Securities shall facsimile signature of its Treasurer or one of its Assistant Treasurers, under its corporate seal which may be authenticated affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwise, and delivered or disposed of such person shall have ceased to which need not be an Authorized Officerattested. Only such Securities as shall bear thereon a Certificate of Authentication substantially in the form established for such Securitieshereinbefore recited, executed manually by an authorized signatory of the TrusteeTrustee or the Authenticating Agent, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate executed by the Trustee or the Authenticating Agent upon any Security executed by the Company and the Guarantor shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the registered holder thereof is entitled to the benefits of this Indenture. At In case any time and from time to time after the execution and delivery officer of this Indenture, the Company may deliver or the Guarantor who shall have signed any of the Securities of any series executed by shall cease to be such officer before the Company to the Trustee for authentication, together with an indenture supplemental hereto or a Company Order for the authentication and delivery of such Securities and the Trustee, in accordance with such supplemental indenture or Company Order, so signed 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 authenticated 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 and authenticated by the Trustee in accordance with or the provisions Authenticating Agent, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities had not ceased to be such officer of the Company or the Guarantor, as the case may be; and any Security may be signed on behalf of the Company or the Guarantor by such Persons as, at the actual date of the execution of such Security, shall be the proper officers of the Company or the Guarantor, as the case may be, although at the date of the execution of this Indenture and delivered to and duly paid for by the purchasers thereof, they will be valid and legally binding obligations of the Company, enforceable in accordance with their terms (subject to customary exceptions) and will be entitled to the benefits of this Indenture. The Trustee shall any such person was 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 otherwise in a manner which is not reasonably acceptable to the Trusteean officer.

Execution of Securities. The Securities shall be printed or fully or partially engraved, or legibly typed, as signed in the proper officer of the Company may determine, name 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 form of a manual or facsimile signature of a present its Chairman of the Board, Chief Executive Officer, Chief Financial Officer or any future Authorized Officer Vice President (whether or not designated by a number or numbers or word or words added before or after the title "Vice President") and attested by the manual or facsimile signature of its Secretary or any of its Assistant Secretaries 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") or its Treasurer or any of its Assistant Treasurers (which may be imprinted printed, engraved or otherwise reproduced on the Securities and for that purpose the Company may use the thereon, by facsimile signature of any person who shall have been an Authorized Officer, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such person shall have ceased to be an Authorized Officerotherwise). Only such Securities as shall bear thereon a Certificate certificate of Authentication authentication substantially in the form established for such Securitiesset forth on the form of Security attached as Exhibit A hereto, manually executed manually by the Trustee (or an authorized signatory of authenticating agent appointed by the TrusteeTrustee 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 executed by the Trustee (or such an authenticating agent) upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the registered holder thereof is entitled to the benefits of this Indenture. At In case any time and from time to time after the execution and delivery officer of this Indenture, the Company may deliver who shall have signed any of the Securities of any series executed shall cease to be such officer before the Securities so signed shall have been authenticated and delivered by the Company to the Trustee for authentication, together with an indenture supplemental hereto or a Company Order for the authentication and delivery of such Securities and the Trustee, in accordance with such supplemental indenture or Company Orderdisposed of by the Company, shall authenticate and deliver such Securities. In authenticating such Securities nevertheless may be authenticated and accepting delivered or disposed of as though 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 person who signed such Securities have been executed by the Company and authenticated by the Trustee in accordance with the provisions of this Indenture and delivered had not ceased to and duly paid for by the purchasers thereof, they will be valid and legally binding obligations such officer of the Company, enforceable in accordance with their terms (subject to customary exceptions) and will any Security may be entitled to signed on behalf of the benefits Company 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. The Trustee shall Indenture any such person was 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 otherwise in a manner which is not reasonably acceptable to the Trusteean officer.

Execution of Securities. (a) The Securities shall be printed or fully or partially engraved, or legibly typed, as signed in the proper officer of the Company may determine, name and shall be signed on behalf of the Company by an Authorized Officer. The signature the manual or facsimile signatures of such Authorized Officer upon its Chairman of the Securities Board, any one of its Vice Chairmen, its President or any one of its Vice Presidents, under its corporate seal (which may be in the form of a facsimile signature of a present or any future Authorized Officer and may be imprinted printed, engraved or otherwise reproduced on the Securities thereon, by facsimile or otherwise) and for that purpose the Company attested to by its Secretary or any one of its Assistant Secretaries, whose signatures may use the facsimile signature of any person who shall have been an Authorized Officer, notwithstanding the fact that at the time the Securities shall be authenticated and delivered manual or disposed of such person shall have ceased to be an Authorized Officerfacsimile. Only such Securities as shall bear thereon a Certificate certificate of Authentication authentication substantially in the form established for such Securitieshereinbefore recited, executed manually by an authorized signatory or on behalf of the TrusteeTrustee by manual signature, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate executed by or on behalf of the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the registered holder thereof Holder is entitled to the benefits of this Indenture. At . (b) In case any time Officer of the Company who shall have signed any of the Securities shall cease to be such officer before the Securities so signed shall have been authenticated and delivered by or on behalf of the Trustee, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the person who signed such Securities had not ceased to be such officer of the Company; and any Security may be signed on behalf of the Company 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 an officer. (c) If the Company shall establish pursuant to Section 3.01 that the Securities of a series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Securities, (ii) shall be registered, if in registered form, in the name of the Depositary for such Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instruction and (iv) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for the individual Securities represented hereby, this Global Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.” The aggregate principal amount of each Global Security may from time to time after be increased or decreased by adjustments made on the execution and delivery records of the Depositary for such Global Security or Securities or the nominee of such Depositary, as provided in this Indenture. (d) Each Depositary designated pursuant to Section 3.01 for a Global Security in registered form must, at the time of its designation and at all times while it serves as such Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. (e) Members of, or participants in, the Company may deliver Securities of Depositary (“Members”) shall have no rights under this Indenture with respect to any series executed Global Security held on their behalf by the Company to Depositary or by the Trustee for authenticationSecurity Registrar under such Global Security, together with an indenture supplemental hereto or a Company Order for and the authentication and delivery of such Securities and Depositary may be treated by the Company, the Trustee, the Paying Agent and the Security Registrar and any of their agents as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, the Paying Agent or the Security Registrar or any of their agents from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Members, the operation of customary practices of the Depositary governing the exercise of the rights of an owner of a beneficial interest in accordance with such supplemental indenture or Company Orderany Global Security. The registered holder of a Global Security may grant proxies and otherwise authorize any Person, shall authenticate including Members and deliver such Securities. In authenticating such Securities and accepting the additional responsibilities Persons that may hold interests through Members, to take any action that a Holder is entitled to take under this Indenture in relation to such or the 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 and authenticated by the Trustee in accordance with the provisions of this Indenture and delivered to and duly paid for by the purchasers thereof, they will be valid and legally binding obligations of the Company, enforceable in accordance with their terms (subject to customary exceptions) and will be entitled to the benefits of this Indenture. 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 otherwise in a manner which is not reasonably acceptable to the Trustee.

Execution of Securities. The Securities shall be printed executed manually or fully or partially engraved, or legibly typed, as by facsimile in the proper officer of the Company may determine, name and shall be signed on behalf of the Company by an Authorized Officer. The signature its Chairman of such Authorized Officer upon the Securities Board of Directors, its President, one of its Vice Presidents or its Treasurer and by its Secretary or one of its Assistant Secretaries under its corporate seal (which may be in the form of a facsimile signature of a present or any future Authorized Officer and may be imprinted printed, engraved or otherwise reproduced on the Securities and for that purpose the Company may use the thereon, by facsimile signature of any person who shall have been an Authorized Officer, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such person shall have ceased to be an Authorized Officerotherwise). Only such Securities as shall bear thereon a Certificate certificate of Authentication authentication substantially in the form established for such Securitieshereinbefore recited, manually executed manually by an authorized signatory of the Trustee, shall be entitled to the benefits of this Indenture or be valid or become obligatory for any purpose. Such certificate executed by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the registered holder thereof Holder is entitled to the benefits of this Indenture. At In case any time officer of the Company who shall have executed any of the Securities shall cease to be such officer before the Securities so executed shall have been authenticated and from time delivered by the Trustee, or disposed of by the Company, such Securities nevertheless shall be valid and binding and may be authenticated and delivered or disposed of as though the Person who executed such Securities had not ceased to time after be such officer of the Company; and any Securities may be executed on behalf of the Company by such Persons as, at the actual date of the execution and delivery of such Security, shall be the proper officers of the Company, although at the date of such Security or of the execution of this IndentureIndenture 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 may deliver Securities shall notify the Trustee in writing of the issuance of any series executed 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 the Trustee for authentication, together with an indenture supplemental hereto or a Company Order for such other Person. Prior to the authentication and delivery of such Securities and the Trustee, in accordance with such supplemental indenture or 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 be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon, (i) an 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: (ii1) an Officers’ Certificateall instruments furnished to the Trustee conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Trustee to authenticate and deliver such Securities; (2) all laws and requirements with respect to the form and execution by the Company of the supplemental indenture, each stating that if any, have been complied with, the execution and delivery of the supplemental indenture, if any, will not violate the terms of this Indenture, the supplemental indenture has been duly qualified under the Trust Indenture Act of 1939, the Company has corporate power to execute and deliver any such supplemental indenture and has taken all necessary corporate action for those purposes and any such supplemental indenture has been executed and delivered and constitutes the legal, valid and binding obligation of the Company enforceable in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally from time to time in effect); (3) the form and terms thereof have been established in conformity of such Securities comply with the provisions of this Indenture. Each Opinion of Counsel ; (4) all laws 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 requirements with respect to the effect that when execution and delivery by the Company of such Securities have been executed by complied with, the Company authentication and authenticated delivery of the Securities by the Trustee in accordance with will not violate the provisions terms of this Indenture Indenture, the Company has the corporate power to issue such Securities and delivered to such Securities, assuming due authentication and duly paid for delivery by the purchasers thereofTrustee, they will be constitute legal, valid and legally binding obligations of the Company, enforceable Company in accordance with their terms (subject to customary exceptions) and will be are entitled to the benefits of this Indenture; and (5) such other matters as the Trustee may reasonably request. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture thereof will adversely affect the Trustee’s 's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the TrusteeTrustee or such action would expose the Trustee to personal liability to existing Holders. Unless otherwise provided in the form of Security, all Securities shall be dated the date of their authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.

Execution of Securities. The Securities shall be printed or fully or partially engravedand, or legibly typedif ----------------------- applicable, as the proper officer of the Company may determineCoupons appertaining thereto, and shall be signed in the name and on behalf of the Company by an Authorized Officer. The signature of such Authorized Officer upon the Securities may be in the form of a manual or facsimile signature of a present its President, its Chairman of the Board, its Senior Vice President, Finance, or any future Authorized Officer its Senior Vice President-Corporate Treasury and Global Funding Operation, under its corporate seal (which may be imprinted printed, engraved or otherwise reproduced on thereon, by facsimile or otherwise) attested by the Securities and for that purpose Secretary or any Assistant Secretary of the Company may use the facsimile signature of any person who shall have been an Authorized Officer, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such person shall have ceased to be an Authorized OfficerCompany. Only such Securities as shall bear thereon a Certificate certificate of Authentication authentication substantially in the form established for such Securitiesherein recited, executed manually by an authorized signatory of the Trustee, shall be entitled to the benefits of this Third Amended and Restated Indenture or be valid or obligatory for any purpose. Such certificate executed by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the registered holder thereof is entitled to the benefits of this Third Amended and Restated Indenture. At In case any time and from time to time after the execution and delivery officer of this Indenture, the Company may deliver who shall have signed any of the Securities of any series executed or Coupons, if any, 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 Company to the Trustee for authentication, together with an indenture supplemental hereto or a Company Order for the authentication and delivery of such Securities and the Trustee, in accordance with or disposed of by the Company, such supplemental indenture 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; and any Security or Coupon may be signed on behalf of the Company Orderby such Persons as, at the actual date of such Security or Coupon, shall authenticate and deliver such Securities. In authenticating such Securities and accepting be 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 and authenticated by the Trustee in accordance with the provisions of this Indenture and delivered to and duly paid for by the purchasers thereof, they will be valid and legally binding obligations proper officers of the Company, enforceable in accordance with their terms (subject to customary exceptions) and will be entitled to although at the benefits date of the execution of this Indenture. The Trustee shall Third Amended and Restated Indenture any such Person was 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 otherwise in a manner which is not reasonably acceptable to the Trusteean officer.

Execution of Securities. The Securities shall be printed executed manually or fully or partially engraved, or legibly typed, as by facsimile in the proper officer of the Company may determine, name and shall be signed on behalf of the Company by an Authorized Officer. The signature its Chairman of such Authorized Officer upon the Securities may be in the form Board of a facsimile signature Directors, its President, one of a present its Vice Presidents or any future Authorized Officer its Treasurer and may be imprinted by its Secretary or otherwise reproduced on the Securities and for that purpose the Company may use the facsimile signature one of any person who shall have been an Authorized Officer, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such person shall have ceased to be an Authorized Officerits Assistant Secretaries. Only such Securities as shall bear thereon a Certificate certificate of Authentication authentication substantially in the form established for such Securitieshereinbefore recited, manually executed manually by an authorized signatory of the Trustee, shall be entitled to the benefits of this Indenture or be valid or become obligatory for any purpose. Such certificate executed by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the registered holder thereof Holder is entitled to the benefits of this Indenture. At In case any time officer of the Company who shall have executed any of the Securities shall cease to be such officer before the Securities so executed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Securities nevertheless shall be valid and binding and may be authenticated and delivered or disposed of as though the Person who executed such Securities had not ceased to be such officer of the Company; and any Securities may be executed on behalf of the Company 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 such Security or of the execution of this Indenture 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: (1) all instruments furnished to the Trustee conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Trustee to authenticate and deliver such Securities; (2) all laws and requirements with respect to the form and execution by the Company of the Supplemental Indenture, if any, have been complied with, the execution and delivery of the Supplemental Indenture, if any, will not violate the terms of this Indenture, the Supplemental Indenture has been duly qualified under the Trust Indenture Act (or that such qualification is not required), the Company has corporate power to execute and deliver any such Supplemental Indenture and has taken all necessary corporate action for those purposes and any such Supplemental Indenture has been executed and delivered and constitutes the legal, valid and binding obligation of the Company enforceable in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally from time to time after in effect); (3) the form and terms of such Securities comply with the provisions of this Indenture; (4) all laws and requirements with respect to the execution and delivery by the Company of such Securities have been complied with, the authentication and delivery of the Securities by the Trustee will not violate the terms of this Indenture, the Company may deliver has the corporate power to issue such Securities of any series executed by the Company to the Trustee for authenticationand such Securities, together with an indenture supplemental hereto or a Company Order for the assuming due authentication and delivery of such Securities and by the Trustee, in accordance with such supplemental indenture or Company Orderconstitute legal, 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 and authenticated by the Trustee in accordance with the provisions of this Indenture and delivered to and duly paid for by the purchasers thereof, they will be valid and legally binding obligations of the Company, enforceable Company in accordance with their terms (subject subject, as to customary exceptionsenforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally from time to time in effect) and will be are entitled to the benefits of this Indenture; and (5) such other matters as the Trustee may reasonably request. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture thereof will adversely affect the Trustee’s 's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the TrusteeTrustee or such action would expose the Trustee to personal liability to existing Holders. Unless otherwise provided in the form of Security, all Securities shall be dated the date of their authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Company shall initially execute and the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate principal amount equal to the aggregate principal amount of any series of Securities, (ii) shall be registered in the name of the Depositary or the nominee of the Depositary, (iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instructions and (iv) shall bear a legend substantially in the form required in Section 2.04 or in the Supplemental Indenture or Board Resolutions related to such Global Securities. The Depositary must, at all times while it serves as such Depositary, be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and any other applicable statute or regulation.

Execution of Securities. The Securities shall be printed or fully or partially engraved, or legibly typed, as the proper officer of the Company may determine, and shall be signed executed on behalf of the Company IRSA by an Authorized Officereach of (a) a member of its Board of Directors and (b) a member of its Supervisory Committee. The signature of such Authorized Officer upon the Securities Such signatures, in accordance with applicable laws and regulations, may be in the form manual signatures of a facsimile signature of a the present or any future such Authorized Officer Persons. Typographical and may be imprinted other minor errors or otherwise reproduced on defects in any such signature shall not affect the Securities and for that purpose the Company may use the facsimile signature validity or enforceability of any person Security that has been duly authenticated and delivered by the Trustee. In case any Authorized Person of IRSA who shall have been an Authorized Officer, notwithstanding the fact that at the time 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 person shall have 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 proper Authorized Persons of IRSA, although at the date of the execution and delivery of this Indenture any such Person was not such an Authorized OfficerPerson. 11924629 Certificate of Authentication . Only such Securities as shall bear thereon a Certificate certificate of Authentication authentication substantially in the form established for such Securitiesherein before recited, executed manually by an the Trustee by the manual signature of one of its authorized signatory of the Trusteesignatories, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate executed by the Trustee upon any Security executed by the Company or on behalf of IRSA shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the registered holder thereof Holder is entitled to the benefits of this Indenture. At Notwithstanding the foregoing, if any time Security shall have been authenticated and from time to time after the execution delivered hereunder but never issued and delivery of this Indenturesold by IRSA, the Company may and IRSA shall deliver Securities of any series executed by the Company such Security to the Trustee for authentication, cancellation together with a written statement of an indenture supplemental hereto or a Company Order for the authentication Authorized Person (which need not comply with Section 12.6 and delivery of such Securities and the Trustee, in accordance with such supplemental indenture or 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 need not be fully protected in relying upon, (i) accompanied by an Opinion of Counsel and (iiCounsel) an Officers’ Certificate, each stating that the form such Security has never been issued 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 sold by IRSA, for 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 and authenticated by the Trustee in accordance with the provisions purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered to hereunder and duly paid for by the purchasers thereof, they will be valid and legally binding obligations of the Company, enforceable in accordance with their terms (subject to customary exceptions) and will shall never be entitled to the benefits of this Indenture. 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 otherwise in a manner which is not reasonably acceptable to the Trustee.

Execution of Securities. The Securities shall be printed or fully or partially engravedand Coupons appertaining thereto, or legibly typedif any, as the proper officer of the Company may determine, and shall be signed on behalf of the Company by an Authorized its Chairman, President, Chief Executive Officer, any Executive Vice President, Senior Vice President or Vice President and by its Secretary or any Assistant Secretary under its corporate seal. The signature of such Authorized Officer upon the Securities Such signatures may be in the form manual or facsimile signatures of a facsimile signature of a the present or any future Authorized Officer such authorized officers and may be imprinted or otherwise reproduced on the Securities and for that purpose such Coupons. The seal of the Company may use be in the form of a facsimile signature of any person who shall have been an Authorized Officerthereof and may be impressed, notwithstanding the fact that at the time affixed, imprinted or otherwise reproduced on the Securities shall be authenticated and delivered or disposed of such person shall have ceased to be an Authorized OfficerCoupons. Only such Securities as shall bear thereon a Certificate Trustee's certificate of Authentication authentication substantially in the form established for such Securitiesprovided in Section 2.04 (or Section 2.12, executed if applicable), signed manually by an authorized signatory of the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such The Trustee's certificate executed by the Trustee upon of authentication on any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the registered holder thereof is entitled to the benefits hereunder. In case any officer of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver who shall have signed any of the Securities of any series executed by or such Coupons shall cease to be such officer before the Company to the Trustee for authentication, together with an indenture supplemental hereto Securities or a Company Order for the authentication and delivery of such Securities and the Trustee, in accordance with such supplemental indenture or Company Order, Coupons so signed 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 and authenticated by the Trustee in accordance with the provisions of this Indenture and delivered to and duly paid for or disposed of by the purchasers thereofCompany, they will such Securities and such Coupons nevertheless may be valid authenticated and legally binding obligations delivered or disposed of as though the officer who signed such Securities and such Coupons had not ceased to be such officer of the Company, enforceable in accordance with their terms (subject to customary exceptions) ; and will be entitled to the benefits of this Indenture. 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 otherwise in a manner which is not reasonably acceptable to the Trustee.any

Execution of Securities. The Securities shall be printed or fully or partially engraved, or legibly typed, as the proper officer of the Company may determine, and shall be signed on behalf of the Company, manually or in facsimile, by the Chairman or any Vice Chairman of the Board of Directors of the Company, the Chief Executive Officer, the 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 Authorized Officer. The signature Assistant Treasurer, the Controller, the Secretary or an Assistant Secretary of such Authorized Officer upon the Securities Company under its corporate seal, which may be in the form of a facsimile signature of a present affixed thereto or any future Authorized Officer and may be imprinted printed, engraved or otherwise reproduced on the Securities and for that purpose the Company may use the thereon, by facsimile signature of any person who shall have been an Authorized Officer, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such person shall have ceased to be an Authorized Officerotherwise. Only such Securities as shall bear thereon a Certificate certificate of Authentication authentication substantially in the form established for such Securitiesrecited herein, executed by or on behalf of the Trustee manually or electronically by an authorized signatory of the Trusteesignatory, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate executed of authentication by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the registered holder thereof is entitled to the benefits of this Indenture. At Typographical or other errors or defects in the seal or facsimile signature on any time Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and from time to time after delivered by the execution and delivery Trustee. Except as otherwise provided in Article Fifteen, in case any officer of this Indenture, the Company may deliver who shall have signed any of the Securities, manually or in facsimile, shall cease to be such officer before the Securities of any series executed so signed shall have been authenticated and delivered by the Company to the Trustee for authentication, together with an indenture supplemental hereto or a Company Order for the authentication and delivery of such Securities and the Trustee, in accordance with such supplemental indenture or Company Orderdisposed of by the Company, shall authenticate and deliver such Securities. In authenticating such Securities nevertheless may be authenticated and accepting delivered or disposed of as though 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 person who signed such Securities have been executed by had not ceased to be such officer of the Company Company; and authenticated by the Trustee in accordance with the provisions of this Indenture and delivered to and duly paid for by the purchasers thereof, they will any Security may be valid and legally binding obligations signed on behalf of the Company, enforceable manually or in accordance with their terms (subject to customary exceptions) and will facsimile, by such persons as, at the actual date of the execution of such Security, shall be entitled to the benefits proper officers of the Company, although at the date of the execution of this Indenture. The Trustee shall Indenture any such person was 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 otherwise in a manner which is not reasonably acceptable to the Trusteeofficer.

Execution of Securities. The Securities shall be printed or fully or partially engraved, or legibly typed, as the proper officer of the Company may determine, and shall be signed on behalf of the Company Company, manually or in facsimile, by an Authorized Officer. The signature its Chairman of such Authorized Officer upon the Securities Board or its President or a Vice Chairman of the Board or a Vice President either under its corporate seal (which may be in the form of a facsimile signature of a present facsimile) reproduced thereon and attested, manually or any future Authorized Officer and may be imprinted in facsimile, by its Secretary or otherwise reproduced on the Securities and for that purpose an Assistant Secretary or its Treasurer or an Assistant Treasurer, or not under its corporate seal, as the Company may use elect. Typographical and other minor errors or defects in any such reproduction of the facsimile seal or any such signature shall not affect the validity or enforceability of any person who 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 an Authorized Officerauthenticated and delivered by the Trustee, notwithstanding or disposed of by the fact that at the time the Company, such Securities shall nevertheless may be authenticated and delivered by the Trustee, or disposed of by the Company, as though the person whose signature appears on such person shall have Securities had not ceased to be an Authorized Officersuch 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 as shall bear thereon a Certificate certificate of Authentication authentication substantially in the form established for such Securitieshereinbefore receipted, executed signed manually by an authorized signatory of the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate executed by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the registered holder thereof is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with an indenture supplemental hereto or a Company Order for the authentication and delivery of such Securities and the Trustee, in accordance with such supplemental indenture or 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 and authenticated by the Trustee in accordance with the provisions of this Indenture and delivered to and duly paid for by the purchasers thereof, they will be valid and legally binding obligations of the Company, enforceable in accordance with their terms (subject to customary exceptions) and will be entitled to the benefits of this Indenture. 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 otherwise in a manner which is not reasonably acceptable to the Trustee.

Execution of Securities. The Securities shall be printed or fully or partially engraved, or legibly typed, as the proper officer of the Company may determine, and shall be signed on behalf of the Company, manually or in facsimile, by its Chairman of the Board or any Vice Chairman of the Board, or its President or any Vice Chairman or any 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 Authorized Officer. The signature of such Authorized Officer upon the Securities Assistant Treasurer or its Secretary or an Assistant Secretary under its corporate seal, which may be in the form of a facsimile signature of a present affixed thereto or any future Authorized Officer and may be imprinted printed, engraved or otherwise reproduced on the Securities and for that purpose the Company may use the thereon, by facsimile signature of any person who shall have been an Authorized Officer, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such person shall have ceased to be an Authorized Officerotherwise. Only such Securities as shall bear thereon a Certificate certificate of Authentication authentication substantially in the form established for such Securitiesrecited herein, executed by or on behalf of the Trustee manually by an authorized signatory of the Trusteeofficer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate executed by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the registered holder thereof is entitled to the benefits of this Indenture. At Typographical or other errors or defects in the seal or facsimile signature on any time Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and from time to time after delivered by the execution and delivery Trustee. In case any officer of this Indenture, the Company may deliver who shall have signed any of the Securities, manually or in facsimile, shall cease to be such officer before the Securities of any series executed so signed shall have been authenticated and delivered by the Company to the Trustee for authentication, together with an indenture supplemental hereto or a Company Order for the authentication and delivery of such Securities and the Trustee, in accordance with such supplemental indenture or Company Orderdisposed of by the Company, shall authenticate and deliver such Securities. In authenticating such Securities nevertheless may be authenticated and accepting delivered or disposed of as though 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 person who signed such Securities have been executed by had not ceased to be such officer of the Company Company; and authenticated by the Trustee in accordance with the provisions of this Indenture and delivered to and duly paid for by the purchasers thereof, they will any Security may be valid and legally binding obligations signed on behalf of the Company, enforceable manually or in accordance with their terms (subject to customary exceptions) and will facsimile, by such persons as, at the actual date of the execution of such Security, shall be entitled to the benefits proper officers of the Company, although at the date of the execution of this Indenture. The Trustee shall Indenture any such person was 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 otherwise in a manner which is not reasonably acceptable to the Trusteeofficer.

Execution of Securities. (a) The Securities shall be printed or fully or partially engraved, or legibly typed, as signed in the proper officer of the Company may determine, name and shall be signed on behalf of the Company by an Authorized Officer. The signature the manual, facsimile or electronic signatures of such Authorized Officer upon its Chairman of the Securities Board, any one of its Vice Chairmen, its President or any one of its Vice Presidents and attested to by its Secretary or any one of its Assistant Secretaries, whose signatures may be in the form of a manual, facsimile signature of a present or any future Authorized Officer and may be imprinted or otherwise reproduced on the Securities and for that purpose the Company may use the facsimile signature of any person who shall have been an Authorized Officer, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such person shall have ceased to be an Authorized Officerelectronic. Only such Securities as shall bear thereon a Certificate certificate of Authentication authentication substantially in the form established for such Securitieshereinbefore recited, executed manually by an authorized signatory or on behalf of the TrusteeTrustee by manual, facsimile or electronic signature, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate executed by or on behalf of the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the registered holder thereof Holder is entitled to the benefits of this Indenture. (b) In case any Officer of the Company who shall have signed any of the Securities shall cease to be such officer before the Securities so signed shall have been authenticated and delivered by or on behalf of the Trustee, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the person who signed such Securities had not ceased to be such officer of the Company; and any Security may be signed on behalf of the Company 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 an officer. (c) If the Company shall establish pursuant to Section 3.01 that the Securities of a series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Securities, (ii) shall be registered, if in registered form, in the name of the Depositary for such Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instruction and (iv) shall bear a legend substantially to the following effect: “This note is a global note within the meaning of the indenture hereinafter referred to and is registered in the name of the Depositary or a nominee thereof. At Unless and until it is exchanged in whole or in part for notes in certificated form, this note may not be transferred except as a whole by the Depositary, to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or another nominee of the Depositary, or by the Depositary or a nominee of the Depositary to a successor of the Depositary or a nominee of such successor. Unless this note is presented by an authorized representative of the Depositary to the Company or its agent for registration of transfer, exchange or payment, and any time note issued is registered in the name of Cede & Co. or to such other entity as is requested by an authorized representative of the Depositary (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of the Depositary), any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful inasmuch as the registered owner hereof, Cede & Co., has an interest herein.” The aggregate principal amount of each Global Security may from time to time after be increased or decreased by adjustments made on the execution and delivery records of the Depositary for such Global Security or Securities or the nominee of such Depositary, as provided in this Indenture. (d) Each Depositary designated pursuant to Section 3.01 for a Global Security in registered form must, at the time of its designation and at all times while it serves as such Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. (e) Members of, or participants in, the Company may deliver Securities of Depositary (“Members”) shall have no rights under this Indenture with respect to any series executed Global Security held on their behalf by the Company to Depositary or by the Trustee for authenticationSecurities Registrar under such Global Security, together with an indenture supplemental hereto or a Company Order for and the authentication and delivery of such Securities and Depositary may be treated by the Company, the Trustee, the Paying Agent and the Securities Registrar and any of their agents as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, the Paying Agent or the Securities Registrar or any of their agents from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Members, the operation of customary practices of the Depositary governing the exercise of the rights of an owner of a beneficial interest in accordance with such supplemental indenture or Company Orderany Global Security. The registered holder of a Global Security may grant proxies and otherwise authorize any Person, shall authenticate including Members and deliver such Securities. In authenticating such Securities and accepting the additional responsibilities Persons that may hold interests through Members, to take any action that a Holder is entitled to take under this Indenture in relation to such or the 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 and authenticated by the Trustee in accordance with the provisions of this Indenture and delivered to and duly paid for by the purchasers thereof, they will be valid and legally binding obligations of the Company, enforceable in accordance with their terms (subject to customary exceptions) and will be entitled to the benefits of this Indenture. 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 otherwise in a manner which is not reasonably acceptable to the Trustee.

Execution of Securities. The Securities shall be printed or fully or partially engravedand the Coupons, or legibly typedif any, as the proper officer of the Company may determine, and shall be signed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer or a Vice President and by its Secretary, an Authorized OfficerAssistant Secretary, a Treasurer or an Assistant Treasurer. The signature of such Authorized Officer Such signatures upon the Securities and Coupons may be in the form manual or facsimile signatures of a facsimile signature of a the present or any future Authorized Officer such authorized officers and may be imprinted or otherwise reproduced on the Securities and for that purpose Coupons. The seal of the Company Company, if any, may use be in the form of a facsimile signature of any person who shall have been an Authorized Officerthereof and may be impressed, notwithstanding the fact that at the time affixed, imprinted or otherwise reproduced on the Securities shall be authenticated and delivered or disposed of such person shall have ceased to be an Authorized OfficerCoupons. Only such Securities and Coupons as shall bear thereon a Certificate certificate of Authentication authentication substantially in the form established for such Securitieshereinbefore recited, executed signed manually by an authorized signatory of the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate executed by the Trustee upon any Security or 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 registered holder thereof is entitled to the benefits hereunder. In case any officer of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver who shall have signed any of the Securities of any series executed or Coupons shall cease to be such officer before the Securities or Coupons so signed shall have been authenticated and delivered by the Company to the Trustee for authentication, together with an indenture supplemental hereto or a Company Order for the authentication and delivery of such Securities and the Trustee, in accordance with or disposed of by the Company, such supplemental indenture 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; and any Security or Coupon may be signed on behalf of the Company Orderby such Persons as, at the actual date of the execution of such Security or Coupon, shall authenticate and deliver such Securities. In authenticating such Securities and accepting be 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 and authenticated by the Trustee in accordance with the provisions of this Indenture and delivered to and duly paid for by the purchasers thereof, they will be valid and legally binding obligations proper officers of the Company, enforceable in accordance with their terms (subject to customary exceptions) and will be entitled to although at the benefits date of such Security or Coupon or of the execution of this Indenture. The Trustee shall Indenture any such Person was 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 otherwise in a manner which is not reasonably acceptable to the Trusteeofficer.

Execution of Securities. The Securities shall be printed or fully or partially engravedand Coupons appertaining thereto, or legibly typedif any, as the proper officer of the Company may determine, and shall be signed on behalf of the Company (i) by an Authorized its Chairman, President, Chief Executive Officer, or any Vice President and (ii) by its Secretary or any Assistant Secretary. The signature of such Authorized Officer upon the Securities Such signatures may be in the form manual or facsimile signatures of a facsimile signature of a the present or any future Authorized Officer such authorized officers and may be imprinted or otherwise reproduced on the Securities and for that purpose the Company may use the facsimile signature of any person who shall have been an Authorized Officer, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such person shall have ceased to be an Authorized OfficerCoupons. Only such Securities as shall bear thereon a Certificate Trustee’s certificate of Authentication authentication substantially in the form established for such Securitiesprovided in Section 2.04 (or Section 2.12, executed if applicable), signed manually by an authorized signatory of the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such The Trustee’s certificate executed by the Trustee upon of authentication on any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the registered holder thereof is entitled to the benefits hereunder. In case any officer of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver who shall have signed any of the Securities of any series executed by or such Coupons shall cease to be such officer before the Company to the Trustee for authentication, together with an indenture supplemental hereto Securities or a Company Order for the authentication and delivery of such Securities and the Trustee, in accordance with such supplemental indenture or Company Order, Coupons so signed 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 and authenticated by the Trustee in accordance with the provisions of this Indenture and delivered to and duly paid for or disposed of by the purchasers thereofCompany, they will such Securities and such Coupons nevertheless may be valid authenticated and legally binding obligations delivered or disposed of as though the officer who signed such Securities and such Coupons had not ceased to be such officer of the Company; and any Security or such Coupons may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Security or such Coupons, shall be the proper officers of the Company, enforceable in accordance with their terms (subject to customary exceptions) and will be entitled to although at the benefits date of such Security or such Coupons or of the execution of this Indenture. The Trustee shall Indenture any such Person was 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 otherwise in a manner which is not reasonably acceptable to the Trusteeofficer.

Execution of Securities. The Securities shall be printed or fully or partially engraved, or legibly typed, as the proper officer of the Company may determine, and shall be signed on behalf of the Company, manually or in facsimile, by its Chairman, or its Chief Executive Officer, or its President, or any Vice President of the Company (whether or not designated by an Authorized Officer. The signature of such Authorized Officer upon a number or a word or words added before or after the Securities title Vice President), under its corporate seal and attested by its Treasurer or its Controller or its Corporate Secretary which may be in the form of a facsimile signature of a present affixed thereto or any future Authorized Officer and may be imprinted printed, engraved or otherwise reproduced on the Securities and for that purpose the Company may use the thereon, by facsimile signature of any person who shall have been an Authorized Officer, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such person shall have ceased to be an Authorized Officerotherwise. Only such Securities as shall bear thereon a Certificate certificate of Authentication authentication substantially in the form established for such Securitiesrecited herein, executed by or on behalf of the Trustee manually by an authorized signatory of the Trusteeofficer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate executed of authentication by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the registered holder thereof is entitled to the benefits of this Indenture. At Typographical or other errors or defects in the seal or facsimile signature on any time Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and from time to time after delivered by the execution and delivery Trustee. In case any officer of this Indenture, the Company may deliver who shall have signed any of the Securities, manually or in facsimile, shall cease to be such officer before the Securities of any series executed so signed shall have been authenticated and delivered by the Company to the Trustee for authentication, together with an indenture supplemental hereto or a Company Order for the authentication and delivery of such Securities and the Trustee, in accordance with such supplemental indenture or Company Orderdisposed of by the Company, shall authenticate and deliver such Securities. In authenticating such Securities nevertheless may be authenticated and accepting delivered or disposed of as though 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 person who signed such Securities have been executed by had not ceased to be such officer of the Company Company; and authenticated by the Trustee in accordance with the provisions of this Indenture and delivered to and duly paid for by the purchasers thereof, they will any Security may be valid and legally binding obligations signed on behalf of the Company, enforceable manually or in accordance with their terms (subject to customary exceptions) and will facsimile, by such persons as, at the actual date of the execution of such Security, shall be entitled to the benefits proper officers of the Company, although at the date of the execution of this Indenture. The Trustee shall Indenture any such person was 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 otherwise in a manner which is not reasonably acceptable to the Trusteeofficer.

Execution of Securities. The Securities shall be printed or fully or partially engraved, or legibly typed, as signed in the proper officer name and on behalf of the Company may determineby, and the Guarantees endorsed thereon 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 form of a facsimile signature of a present or any future Authorized Officer and may be imprinted or otherwise reproduced on the Securities and for that purpose the Company may use Guarantor by, the facsimile signature of any person who shall have been an Authorized Officerits Chairman of the Board of Directors, notwithstanding President, one of its Managing Directors or one of its Vice-Presidents and by the fact that at the time the Securities shall facsimile signature of its Treasurer or one of its Assistant Treasurers, under its corporate seal which may be authenticated affixed thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwise, and delivered or disposed of such person shall have ceased to which need not be an Authorized Officerattested. Only such Securities as shall bear thereon a Certificate certificate of Authentication authentication substantially in the form established for such Securitieshereinbefore recited, executed manually by an authorized signatory of the TrusteeTrustee or the Authenticating Agent, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate executed by the Trustee or the Authenticating Agent upon any Security executed by the Company and the Guarantor shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the registered holder thereof is entitled to the benefits of this Indenture. At In case any time and from time to time after the execution and delivery officer of this Indenture, the Company may deliver or the Guarantor who shall have signed any of the Securities of any series executed by shall cease to be such officer before the Company to the Trustee for authentication, together with an indenture supplemental hereto or a Company Order for the authentication and delivery of such Securities and the Trustee, in accordance with such supplemental indenture or Company Order, so signed 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 authenticated 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 and authenticated by the Trustee in accordance with or the provisions Authenticating Agent, or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Securities had not ceased to be such officer of the Company or the Guarantor, as the case may be; and any Security may be signed on behalf of the Company or the Guarantor by such Persons as, at the actual date of the execution of such Security, shall be the proper officers of the Company or the Guarantor, as the case may be, although at the date of the execution of this Indenture and delivered to and duly paid for by the purchasers thereof, they will be valid and legally binding obligations of the Company, enforceable in accordance with their terms (subject to customary exceptions) and will be entitled to the benefits of this Indenture. The Trustee shall any such person was 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 otherwise in a manner which is not reasonably acceptable to the Trusteean officer.

Execution of Securities. The Securities shall be printed or fully or partially engraved, or legibly typed, as signed in the proper officer of the Company may determine, name 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 form of a manual or facsimile signature of a present its Chairman of the Board of Directors (if an executive officer), its Chief Executive Officer, its President, one of its Executive Vice Presidents or any future Authorized Officer one of its Vice Presidents and may be imprinted by the manual or otherwise reproduced on the Securities and for that purpose the Company may use the facsimile signature of any person who shall have been an Authorized its Chief Financial Officer, notwithstanding the fact that at the time the Securities shall its Treasurer, one of its Assistant Treasurers, Secretary or one of its Assistant Secretaries, by facsimile or otherwise, and which need not be authenticated and delivered or disposed of such person shall have ceased to be an Authorized Officerattested. Only such Securities as shall bear thereon a Certificate of Authentication substantially in the form established for such Securitieshereinbefore recited, executed manually by an authorized signatory of the TrusteeTrustee or the Authenticating Agent, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate executed by the Trustee or the Authenticating Agent upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the registered holder thereof Holder is entitled to the benefits of this Indenture. At In case any time and from time to time after the execution and delivery officer of this Indenture, the Company may deliver who shall have signed any of the Securities of any series executed by shall cease to be such officer before the Company to the Trustee for authentication, together with an indenture supplemental hereto or a Company Order for the authentication and delivery of such Securities and the Trustee, in accordance with such supplemental indenture or Company Order, so signed 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 authenticated 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 and authenticated by the Trustee in accordance with or the provisions Authenticating Agent, or disposed of this Indenture by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the person who signed such Securities had not ceased to be such officer of the Company; and duly paid for any Security may be signed on behalf of the Company by such persons as, at the purchasers thereofactual date of the execution of such Security, they will shall be valid and legally binding obligations the proper officers of the Company, enforceable in accordance with their terms (subject to customary exceptions) and will be entitled to although at the benefits date of the execution of this Indenture. The Trustee shall Indenture any such person was 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 otherwise in a manner which is not reasonably acceptable to the Trusteean officer.

Execution of Securities. The Securities shall shall, subject ----------------------- to the provisions of Section 2.06, be printed on steel engraved borders or fully or partially engraved, or legibly typed, as the proper officer of the Company 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 form of a facsimile signature of a present or any future Authorized Officer and may be imprinted or otherwise reproduced on the Securities and for that purpose the Company may use the facsimile signature of any person who shall have been an Authorized Officer, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such person shall have ceased to be an Authorized Officer. Only such Securities as shall bear thereon a Certificate of Authentication substantially in the form established for such Securities, executed manually by an authorized signatory 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 executed by the Trustee, or by any Authenticating Agent appointed by the Trustee with respect to such Securities, upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the registered holder thereof is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with an indenture supplemental hereto or a Company Order for the authentication and delivery of such Securities and the Trustee, in accordance with such supplemental indenture or Company Order, shall authenticate and deliver such Securities; provided, however, that in the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with Instructions or such other procedures acceptable to the Trustee as may be specified by or pursuant to such supplemental indenture or Company Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. 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 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 first authentication of Securities of such series and that, in such opinion or certificate, the opinion or certificate described above may state that when the terms of such Securities, or each Tranche thereof, shall have been established pursuant to a Company Order or Orders, supplemental indenture or indentures, Instruction or Instructions or pursuant to such procedures acceptable to the Trustee, 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 and authenticated by the Trustee in accordance with the provisions of this Indenture and delivered to and duly paid for by the purchasers thereof, they will be valid and legally binding obligations of the Company, 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 time of the 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 's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.

Execution of Securities. The Securities shall be printed or fully or partially engravedand Coupons appertaining thereto, or legibly typedif any, as the proper officer of the Company may determine, and shall be signed on behalf of the Company by an Authorized Officerits Chairman, any Executive Vice President, Senior Vice President or Vice President and by its Secretary or any Assistant Secretary under its corporate seal. The signature of such Authorized Officer upon the Securities Such signatures may be in the form manual or facsimile signatures of a facsimile signature of a the present or any future Authorized Officer such authorized officers and may be imprinted or otherwise reproduced on the Securities and for that purpose such Coupons. The seal of the Company may use be in the form of a facsimile signature of any person who shall have been an Authorized Officerthereof and may be impressed, notwithstanding the fact that at the time affixed, imprinted or otherwise reproduced on the Securities shall be authenticated and delivered or disposed of such person shall have ceased to be an Authorized OfficerCoupons. Only such Securities as shall bear thereon a Certificate Trustee’s certificate of Authentication authentication substantially in the form established for such Securitiesprovided in Section 2.04 (or Section 2.12, executed if applicable), signed manually by an authorized signatory of the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such The Trustee’s certificate executed by the Trustee upon of authentication on any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the registered holder thereof is entitled to the benefits hereunder. In case any officer of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver who shall have signed any of the Securities of any series executed by or such Coupons shall cease to be such officer before the Company to the Trustee for authentication, together with an indenture supplemental hereto Securities or a Company Order for the authentication and delivery of such Securities and the Trustee, in accordance with such supplemental indenture or Company Order, Coupons so signed 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 and authenticated by the Trustee in accordance with the provisions of this Indenture and delivered to and duly paid for or disposed of by the purchasers thereofCompany, they will such Securities and such Coupons nevertheless may be valid authenticated and legally binding obligations delivered or disposed of as though the officer who signed such Securities and such Coupons had not ceased to be such officer of the Company; and any Security or such Coupons may be signed on behalf of the Company by such persons as, at the actual date of the execution of such Security or such Coupons, shall be the proper officers of the Company, enforceable in accordance with their terms (subject to customary exceptions) and will be entitled to although at the benefits date of such Security or such Coupons or of the execution of this Indenture. The Trustee shall Indenture any such person was 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 otherwise in a manner which is not reasonably acceptable to the Trusteeofficer.

Execution of Securities. The Securities shall be printed or fully or partially engravedand, or legibly typedif applicable, as the proper officer of the Company may determine, each Coupon appertaining thereto and each Guarantee shall be signed on behalf of the Company Issuer and each Guarantor, as the case may be, by an Authorized Officerthe chairman of its Board of Directors or any vice chairman of 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, but need not, be attested. Such signatures may be the manual or facsimile signatures of the present or any future such officers. The signature seal of such Authorized Officer upon the Securities Issuer may be in the form of a facsimile signature of a present or any future Authorized Officer thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities Securities. Typographical and for that purpose other minor errors or defects in any such reproduction of the Company may use seal or any such signature shall not affect the facsimile signature validity or enforceability of any person Security that has been duly authenticated and delivered by the Trustee. In case any officer of the Issuer who shall have been an Authorized Officer, notwithstanding the fact that at the time signed any of the Securities or Coupons, if any, shall cease to be such officer before the Security or Coupon so signed (or the Security to which the Coupon so signed appertains) shall be authenticated and delivered by the Trustee or disposed of by the Issuer, such Security or Coupon nevertheless may be authenticated and delivered or disposed of as though the person who signed such person shall have Security or Coupon had not ceased to be an Authorized Officer. Only such Securities as shall bear thereon a Certificate of Authentication substantially in the form established for such Securities, executed manually by an authorized signatory officer of the TrusteeIssuer; 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, Coupon or Guarantee may be signed on behalf of the Issuer or any Guarantor, as the case may be, by such persons as, at the actual date of the execution of such Security, Coupon or Guarantee, shall be entitled to the benefits proper officers of this Indenture the Issuer or be valid or obligatory for any purpose. Such certificate executed by such Guarantor, although at the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the registered holder thereof is entitled to the benefits date of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of Indenture any series executed by the Company to the Trustee for authentication, together with such person was not such an indenture supplemental hereto or a Company Order for the authentication and delivery of such Securities and the Trustee, in accordance with such supplemental indenture or 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 and authenticated by the Trustee in accordance with the provisions of this Indenture and delivered to and duly paid for by the purchasers thereof, they will be valid and legally binding obligations of the Company, enforceable in accordance with their terms (subject to customary exceptions) and will be entitled to the benefits of this Indenture. 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 otherwise in a manner which is not reasonably acceptable to the Trusteeofficer.

Execution of Securities. The Securities shall be printed or fully or partially engraved, or legibly typed, as the proper officer of the Company may determine, and shall be signed on behalf of the Company Company, manually or in facsimile, by an Authorized Officer. The signature its Chairman of such Authorized Officer upon the Securities Board or its President or a Vice Chairman of the Board or a Vice President under its corporate seal (which may be in facsimile) reproduced thereon and attested, annually or in facsimile, by its Secretary or an Assistant Secretary or its Treasurer or an Assistant Treasurer. Typographical and other minor errors or defects in any such reproduction of the form of a facsimile signature of a present seal or any future Authorized Officer such signature shall not affect the validity or enforceability of any Security that has been duly authorized and may be imprinted or otherwise reproduced on delivered by the Securities and for that purpose Trustee. In case any officer of the Company may use whose signature appears on any of the facsimile signature of any person who Securities, annually or in facsimile, shall cease to be such officer before such Securities so signed shall have been an Authorized Officerauthenticated and delivered by the Trustee, notwithstanding or disposed of by the fact that at Company, such Securities nevertheless may be authenticated and delivered by the time Trustee, or disposed of by the Company, such Securities shall nevertheless may be authenticated and delivered or disposed of as though the person whose signature appears on such person shall have Securities had not ceased to be an Authorized Officersuch 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 as shall bear thereon a Certificate certificate of Authentication authentication substantially in the form established for such Securitieshereinbefore receipted, executed signed manually by an authorized signatory of the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate executed by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the registered holder thereof is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with an indenture supplemental hereto or a Company Order for the authentication and delivery of such Securities and the Trustee, in accordance with such supplemental indenture or 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 and authenticated by the Trustee in accordance with the provisions of this Indenture and delivered to and duly paid for by the purchasers thereof, they will be valid and legally binding obligations of the Company, enforceable in accordance with their terms (subject to customary exceptions) and will be entitled to the benefits of this Indenture. 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 otherwise in a manner which is not reasonably acceptable to the Trustee.

Execution of Securities. The Securities shall be printed or fully or partially engraved, or legibly typed, as signed in the proper officer of the Company may determine, name 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 form of a manual or facsimile signature of a present the Chairman of the Board of Directors (if an executive officer), the Chief Executive Officer, President, one of the Executive Vice Presidents or any future Authorized Officer one of the Vice Presidents and may be imprinted by the manual or otherwise reproduced on the Securities and for that purpose the Company may use the facsimile signature of any person who shall have been an Authorized the Chief Financial Officer, notwithstanding Treasurer, one of the fact that at Assistant Treasurers, Secretary or one of the time Assistant Secretaries of the Securities shall general partner of the Company, by facsimile or otherwise, and which need not be authenticated and delivered or disposed of such person shall have ceased to be an Authorized Officerattested. Only such Securities as shall bear thereon a Certificate of Authentication substantially in the form established for such Securitieshereinbefore recited, executed manually by an authorized signatory of the TrusteeTrustee or the Authenticating Agent, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate executed by the Trustee or the Authenticating Agent upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the registered holder thereof Holder is entitled to the benefits of this Indenture. At In case any time and from time to time after the execution and delivery officer of this Indenture, the Company may deliver who shall have signed any of the Securities of any series executed by shall cease to be such officer before the Company to the Trustee for authentication, together with an indenture supplemental hereto or a Company Order for the authentication and delivery of such Securities and the Trustee, in accordance with such supplemental indenture or Company Order, so signed 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 authenticated 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 and authenticated by the Trustee in accordance with or the provisions Authenticating Agent, or disposed of this Indenture by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the person who signed such Securities had not ceased to be such officer of the Company; and duly paid for any Security may be signed on behalf of the Company by such persons as, at the purchasers thereofactual date of the execution of such Security, they will shall be valid and legally binding obligations the proper officers of the Company, enforceable in accordance with their terms (subject to customary exceptions) and will be entitled to although at the benefits date of the execution of this Indenture. The Trustee shall Indenture any such person was 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 otherwise in a manner which is not reasonably acceptable to the Trusteean officer.

Execution of Securities. The Securities shall be printed or fully or partially engraved, or legibly typed, as the proper officer of the Company may determine, and shall be signed on behalf of the Company Corporation, manually, electronically or in facsimile, by an Authorized Officer. The signature of such Authorized Officer upon the Securities may be in the form of a facsimile signature of a present or any future Authorized Officer and may be imprinted or otherwise reproduced on the Securities and for that purpose the Company may use the facsimile signature of any person who shall have been an Authorized Officer, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such person shall have ceased to be an Authorized Officer. Only such Securities as shall bear thereon a Certificate certificate of Authentication authentication substantially in the form established for such Securitiesrecited herein, executed by or on behalf of the U.S. Trustee manually or electronically by an authorized signatory of the Trusteeofficer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate executed of authentication by the U.S. Trustee upon any Security executed by the Company Corporation shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the registered holder thereof is entitled to the benefits of this Indenture. At The Securities executed via facsimile or electronic signature (including .pdf or any time electronic signature complying with the U.S. federal ESIGN Act of 2000) shall be deemed to have been duly and from time validly executed and be valid and effective for all purposes. Typographical or other errors or defects in the 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 Corporation who shall have signed any of the Securities, manually or in facsimile, shall cease to time after be such officer before the Securities so signed shall have been authenticated and delivered by the U.S. Trustee, or disposed of by the Corporation, such Securities nevertheless may be authenticated and delivered or disposed of as though the person who signed such Securities had not ceased to be such officer of the Corporation; and any Security may be signed on behalf of the Corporation, manually or in facsimile, by such person as, at the actual date of the execution of such Security, shall be the proper officer of the Corporation, although at the date of the execution of this Indenture any such person was not such officer. On the date of the execution and delivery of this Indenture, the Company may Issuer shall deliver Securities of any series executed by the Company to the Trustee for authentication, together with an indenture supplemental hereto or a Company Order for the authentication and delivery of such Securities and the Trustee, in accordance with such supplemental indenture or 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) Trustees an Officers’ CertificateCertificate as to the incumbency and specimen signatures of officers authorized to give instructions under this Section and, each stating that the form and terms thereof have been established in conformity with the provisions of 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. Each Opinion of Counsel and Officers’ Certificate The Trustees may conclusively rely on the documents delivered pursuant to this Section 2.04 shall include all statements prescribed in Section 13.06(b). Such Opinion of Counsel shall also be (unless revoked by superseding comparable documents) as to the effect that when such authorization of the Board of Directors of any Securities have been executed by delivered hereunder, and the Company and authenticated by the Trustee in accordance with the provisions of this Indenture and delivered to and duly paid for by the purchasers form thereof, they will be valid and legally binding obligations as to the authority of the Company, enforceable instructing officers referred to in accordance with their terms (subject this Section so to customary exceptions) and will be entitled to the benefits of this Indenture. 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 otherwise in a manner which is not reasonably acceptable to the Trusteeact.

Execution of Securities. The Securities and each Coupon ----------------------- appertaining thereto, if any, shall be printed executed manually or fully 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 partially engraved, or legibly typed, as the proper officer any Assistant Treasurer of the Company may determineunder its corporate seal (except in the case of Coupons), and shall be signed on behalf of the Company by an Authorized Officer. The signature of such Authorized Officer upon the Securities which may be in the form of a facsimile signature of a present affixed thereto or any future Authorized Officer and may be imprinted printed, engraved or otherwise reproduced on the Securities and for that purpose the Company may use the thereon, by facsimile signature of any person who shall have been an Authorized Officer, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such person shall have ceased to be an Authorized Officerotherwise. Only such Securities or Coupons, if any, as shall bear thereon a Certificate certificate of Authentication authentication substantially in the form established for such Securitiesrecited herein, executed by the Trustee manually by an authorized signatory of the Trusteeofficer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate executed by 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 registered holder thereof Holder is entitled to the benefits of this Indenture. At Typographical or other errors or defects in the seal or facsimile signature on any time Security or in the text thereof shall not affect the validity or enforceability of such Security if it has been duly authenticated and from time to time after delivered by the execution and delivery Trustee. In case any officer of this Indenture, the Company may deliver who shall have signed any of the Securities of any series executed 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 Company to the Trustee for authentication, together with an indenture supplemental hereto or a Company Order for the authentication and delivery of such Securities and the Trustee, in accordance with such supplemental indenture or Company Orderdisposed of by the Company, shall authenticate and deliver such Securities. In authenticating such Securities or Coupons nevertheless may be authenticated and accepting delivered or disposed of as though the additional responsibilities under this Indenture in relation Person who signed such Securities or Coupons had not ceased to be such Securitiesofficer of the Company. Also, any Security or Coupon may be signed on behalf of the Trustee shall receive and (subject to Section 7.01) Company by such Persons as on the actual date of execution of such Security or Coupon 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 and authenticated by the Trustee in accordance with the provisions of this Indenture and delivered to and duly paid for by the purchasers thereof, they will be valid and legally binding obligations proper officers of the Company, enforceable in accordance with their terms (subject to customary exceptions) and will be entitled to although at the benefits date of this Indenture. The Trustee shall not be required to authenticate such Securities if the issue execution of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is on the nominal date of such Security any such Person was not reasonably acceptable to the Trusteesuch officer.

Execution of Securities. The Securities shall be printed or fully or partially engravedand coupons appertaining thereto, or legibly typedif any, as the proper officer of the Company may determine, and shall be signed on behalf of the Company by an Authorized Officerits Chairman or its President or any Vice President and by its Secretary or Assistant Secretary under its corporate seal. The signature of such Authorized Officer upon the Securities Such signatures may be in the form manual or facsimile signatures of a facsimile signature of a the present or any future Authorized Officer such authorized officers and may be imprinted or otherwise reproduced on the Securities and for that purpose such coupons. The seal of the Company may use be in the form of a facsimile signature of any person who shall have been an Authorized Officerthereof and may be impressed, notwithstanding the fact that at the time affixed, imprinted or otherwise reproduced on the Securities shall be authenticated and delivered or disposed of such person shall have ceased to be an Authorized Officercoupons. Only such Securities as shall bear thereon a Certificate Trustee's certificate of Authentication authentication substantially in the form established provided for such Securities, executed in Schedule B and signed manually by an authorized signatory of the Trustee, Trustee shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such The Trustee's certificate executed by the Trustee upon of authentication on any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the registered holder thereof is entitled to the benefits hereunder. In case any officer of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver who shall have signed any of the Securities of any series executed by or such coupons shall cease to be such officer before the Company to the Trustee for authentication, together with an indenture supplemental hereto Securities or a Company Order for the authentication and delivery of such Securities and the Trustee, in accordance with such supplemental indenture or Company Order, coupons so signed 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 and authenticated by the Trustee in accordance with the provisions of this Indenture and delivered to and duly paid for or disposed of by the purchasers thereofCompany, they will such Securities and such coupons nevertheless may be valid authenticated and legally binding obligations delivered or disposed of as though the person who signed such Securities and such coupons had not ceased to be such officer of the Company; and any Security or such coupons may be signed on behalf of the Company by such persons as, at the actual date of the execution of such Security or such coupons, shall be the proper officers of the Company, enforceable in accordance with their terms (subject to customary exceptions) and will be entitled to although at the benefits date of such Security or such coupons or of the execution of this Indenture. The Trustee shall Indenture any such person was 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 otherwise in a manner which is not reasonably acceptable to the Trusteeofficer.

Execution of Securities. The Securities shall be printed or fully or partially engravedand Coupons ----------------------- appertaining thereto, or legibly typedif any, as the proper officer of the Company may determine, and shall be signed on behalf of the Company by an Authorized its Chairman, President, Chief Executive Officer, any Executive Vice President, Senior Vice President or Vice President and by its Secretary or any Assistant Secretary under its corporate seal. The signature of such Authorized Officer upon the Securities Such signatures may be in the form manual or facsimile signatures of a facsimile signature of a the present or any future Authorized Officer such authorized officers and may be imprinted or otherwise reproduced on the Securities and for that purpose such Coupons. The seal of the Company may use be in the form of a facsimile signature of any person who shall have been an Authorized Officerthereof and may be impressed, notwithstanding the fact that at the time affixed, imprinted or otherwise reproduced on the Securities shall be authenticated and delivered or disposed of such person shall have ceased to be an Authorized OfficerCoupons. Only such Securities as shall bear thereon a Certificate Trustee's certificate of Authentication authentication substantially in the form established for such Securitiesprovided in Section 2.04 (or Section 2.12, executed if applicable), signed manually by an authorized signatory of the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such The Trustee's certificate executed by the Trustee upon of authentication on any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the registered holder thereof is entitled to the benefits hereunder. In case any officer of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver who shall have signed any of the Securities of any series executed by or such Coupons shall cease to be such officer before the Company to the Trustee for authentication, together with an indenture supplemental hereto Securities or a Company Order for the authentication and delivery of such Securities and the Trustee, in accordance with such supplemental indenture or Company Order, Coupons so signed 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 and authenticated by the Trustee in accordance with the provisions of this Indenture and delivered to and duly paid for or disposed of by the purchasers thereofCompany, they will such Securities and such Coupons nevertheless may be valid authenticated and legally binding obligations delivered or disposed of as though the officer who signed such Securities and such Coupons had not ceased to be such officer of the Company; and any Security or such Coupons may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Security or such Coupons, shall be the proper officers of the Company, enforceable in accordance with their terms (subject to customary exceptions) and will be entitled to although at the benefits date of such Security or such Coupons or of the execution of this Indenture. The Trustee shall Indenture any such Person was 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 otherwise in a manner which is not reasonably acceptable to the Trusteeofficer.

Execution of Securities. The Securities shall shall, subject to the provisions of Section 2.06, be printed on steel engraved borders or fully or partially engraved, or legibly typed, as the proper officer of the Company 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 form of a facsimile signature of a present or any future Authorized Officer and may be imprinted or otherwise reproduced on the Securities and for that purpose the Company may use the facsimile signature of any person who shall have been an Authorized Officer, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such person shall have ceased to be an Authorized Officer. Only such Securities as shall bear thereon a Certificate of Authentication substantially in the form established for such Securities, executed manually by an authorized signatory 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 executed by the Trustee, or by any Authenticating Agent appointed by the Trustee with respect to such Securities, upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the registered holder thereof is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with an indenture supplemental hereto or a Company Order for the authentication and delivery of such Securities and the Trustee, in accordance with such supplemental indenture or Company Order, shall authenticate and deliver such Securities; provided, however, that in the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with Instructions or such other procedures acceptable to the Trustee as may be specified by or pursuant to such supplemental indenture or Company Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. 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 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 first authentication of Securities of such series and that, in such opinion or certificate, the opinion or certificate described above may state that when the terms of such Securities, or each Tranche thereof, shall have been established pursuant to a Company Order or Orders, supplemental indenture or indentures, Instruction or Instructions or pursuant to such procedures acceptable to the Trustee, 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 and authenticated by the Trustee in accordance with the provisions of this Indenture and delivered to and duly paid for by the purchasers thereof, they will be valid and legally binding obligations of the Company, 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 time of the 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 otherwise in a manner which is not reasonably acceptable to the Trustee.