Common use of Form of Debentures Clause in Contracts

Form of Debentures. (a) Except as otherwise provided pursuant to this Section 2.2, both the Series A Debentures and the Series B Debentures are issuable in fully registered form without coupons in substantially the forms of Exhibits A and Exhibit B hereto, with such applicable legends as are provided for in Section 2.3. The Debentures are not issuable in bearer form. The terms and provisions contained in the forms of Debenture shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Issuer, the Guarantor and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Debentures may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture and the Base Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Debentures may be listed or designated for issuance, or to conform to usage. (b) The Debentures and the Guarantees are being offered and sold by the Issuer pursuant to the Underwriting Agreement. Both the Series A Debentures and the Series B Debentures shall be issued initially in the form of permanent global Debentures in fully registered form without interest coupons, substantially in the forms of Exhibit A and Exhibit B hereto (with respect to the Series A Debentures, "Series A Global Debenture" and, with respect to the Series B Debentures, the "Series B Global Debenture", both with the applicable legends as provided in Section 2.3. Each Global Debenture shall be duly executed by the Issuer and authenticated and delivered by the Trustee, shall have endorsed thereon the Guarantees executed by the Guarantor and shall be registered in the name of the Depositary or its nominee and retained by the Trustee, as custodian, at its Corporate Trust Office, for credit to the accounts of the Agent Members holding the Debentures evidenced thereby. The aggregate principal amount of each of the Series A Global Debenture and the Series B Global Debenture may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian, and of the Depositary or its nominee, as hereinafter provided.

Form of Debentures. (a1) Except The Debentures shall be issued on January 7, 1997 only as otherwise provided pursuant to this Section 2.2, both the Series A Debentures and the Series B Debentures are issuable in fully registered form without coupons Debentures in substantially the forms denominations of Exhibits A $1,000 and Exhibit B hereto, with such applicable legends as are provided for in Section 2.3. The Debentures are not issuable in bearer form. The terms and provisions contained in the forms of Debenture shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Issuer, the Guarantor and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Debentures may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture and the Base Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Debentures may be listed or designated for issuance, or to conform to usageintegral multiples thereof. (b2) The Debentures and the Guarantees are being offered and sold by certificate of the Issuer pursuant to the Underwriting Agreement. Both the Series A Debentures and the Series B Debentures Trustee endorsed thereon shall be issued initially in the English language and shall be substantially in the form set out in Schedule A to this Indenture with such appropriate additions, deletions, substitutions and variations as the Trustee may approve, shall bear such distinguishing letters and numbers as the Trustee may approve, such approval of permanent global the Trustee to be conclusively evidenced by its certification of the Debentures and, if applicable, shall bear the legend set forth in fully registered paragraph (4) of this Section 2.3. (3) The Debentures may be engraved, printed or lithographed, or partly in one form without interest couponsand partly in another, substantially as the Corporation may determine. (4) Each Debenture originally issued to a person within the United States, as well as certificates issued in exchange for or in substitution of the forms of Exhibit A and Exhibit B hereto (with respect foregoing securities, shall bear a legend to the Series following effect: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, OR (C) IN ACCORDANCE WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. A DebenturesNEW CERTIFICATE BEARING NO LEGEND MAY BE OBTAINED FROM THE R-M TRUST COMPANY UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE R-M TRUST COMPANY AND THE CORPORATION, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT."Series A Global Debenture" and, with respect to the Series B Debentures, the "Series B Global Debenture", both with the applicable legends as provided in Section 2.3. Each Global Debenture shall be duly executed by the Issuer and authenticated and delivered by the Trustee, shall have endorsed thereon the Guarantees executed by the Guarantor and shall be registered in the name of the Depositary or its nominee and retained by the Trustee, as custodian, at its Corporate Trust Office, for credit to the accounts of the Agent Members holding the Debentures evidenced thereby. The aggregate principal amount of each of the Series A Global Debenture and the Series B Global Debenture may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian, and of the Depositary or its nominee, as hereinafter provided.;

Form of Debentures. (a) The Debentures may be issued as either Certificate Debentures or Uncertificated Debentures. Except in respect of the Initial Debentures, the form of which is provided for herein, the Debentures of each series shall be substantially in such form or forms (not inconsistent with this Indenture) as otherwise provided shall be established herein or by or pursuant to this Section 2.2, both one or more resolutions of the Series A Debentures and the Series B Debentures are issuable in fully registered form without coupons in substantially the forms Board of Exhibits A and Exhibit B hereto, with such applicable legends as are provided for in Section 2.3. The Debentures are not issuable in bearer form. The terms and provisions contained in the forms of Debenture shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and Directors (or to the extent applicableestablished pursuant to, rather than set forth in, a resolution of the IssuerBoard of Directors, the Guarantor in an Officers’ Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and the Trustee, other variations as are required or permitted by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Debentures may have imprinted or otherwise reproduced thereon such letterslegend or legends or endorsements, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture and the Base Indenture, or as may be required to comply with any law or with any rule rules or regulation made regulations pursuant thereto or with any rule rules or regulation regulations of any securities exchange or automated quotation system on which the Debentures may be listed or designated for issuance, securities regulatory authority or to conform to general usage, all as may be determined by the directors or officers of the Corporation executing such Debentures on behalf of the Corporation, as conclusively evidenced by their execution of such Debentures. (b) The Certificated Debentures may be engraved, lithographed, printed, mimeographed or typewritten or partly in one form and the Guarantees are being offered and sold by the Issuer pursuant to the Underwriting Agreement. Both the Series A Debentures and the Series B Debentures shall be issued initially partly in the form of permanent global Debentures in fully registered form without interest coupons, substantially in the forms of Exhibit A and Exhibit B hereto another. (with c) With respect to the Series A Debentures, "Series A Global Debenture" and, with respect to the Series B any Debentures issued as Uncertificated Debentures, the "Series B Global Debenture"Beneficial Holder thereof will not receive Certificated Debentures representing its interest in Debentures, both with the applicable legends as provided in Section 2.3. Each Global Debenture shall that Uncertificated Debentures may be duly executed by the Issuer exchanged for Certificated Debentures, or transferred to and authenticated and delivered by the Trustee, shall have endorsed thereon the Guarantees executed by the Guarantor and shall be registered in the name of a Person other than the Depository for such Uncertificated Debentures or a nominee thereof, as provided in Section 3.4. (d) All Debentures issued to the Depositary may be issued as Certificated Debentures or its nominee and retained Uncertificated Debentures, such Uncertificated Debentures being evidenced by a book position on the register of Debentureholders to be maintained by the Trustee, as custodian, at its Corporate Trust Office, for credit to the accounts of the Agent Members holding the Debentures evidenced thereby. The aggregate principal amount of each of the Series A Global Debenture and the Series B Global Debenture may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian, and of the Depositary or its nominee, as hereinafter providedTrustee in accordance with Section 3.1.

Form of Debentures. (a) Except as otherwise provided pursuant to this Section 2.2, both the Series A Debentures and the Series B Debentures are issuable in fully registered form without coupons in substantially the forms form of Exhibits Exhibit A and Exhibit B hereto, with such applicable legends as are provided for in Section 2.3. The Debentures are not issuable in bearer form. The terms and provisions contained in the forms form of Debenture shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and and, to the extent applicable, the Issuer, the Guarantor Issuer and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Debentures may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture and the Base Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Debentures may be listed or designated for issuance, or to conform to usage. (b) The Debentures and shall, at the Guarantees are being offered and sold by option of the Issuer pursuant upon instruction to the Underwriting Agreement. Both the Series A Debentures and the Series B Debentures shall Trustee, be issued initially in either the form of a physical Debenture without interest coupons, substantially in the form of Exhibit A hereto or the form of permanent global Debentures in fully registered form without interest coupons(the “Global Debenture”), substantially with, in the forms case of Exhibit A and Exhibit B hereto (with respect to the Series A Debentures, "Series A a Global Debenture" and, with respect to the Series B Debentures, the "Series B Global Debenture", both with the applicable legends as provided in Section 2.3. Each Global Debenture shall be duly executed by the Issuer and authenticated and delivered by the Trustee, shall have endorsed thereon the Guarantees executed by the Guarantor and Trustee shall be registered in the name of the Debenture Depositary or its nominee and may be retained by the Trustee, as custodiancustodian of the Debenture Depositary, at its Corporate Trust Office, for credit to the accounts of the Agent Members holding owners of the Debentures evidenced therebythereby and registered as such on the records of the Debenture Depositary. The aggregate principal amount of each of the Series A Global Debenture and the Series B Global Debenture may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian, and of the Debenture Depositary or its nominee, as hereinafter provided.

Form of Debentures. (a) Except as otherwise provided pursuant to this Section 2.2, both the Series A The Debentures and the Series B Trustee's certificate of authentication to be borne by such Debentures are issuable shall be substantially in fully registered the form without coupons annexed hereto as Exhibit A, which is incorporated in substantially the forms and made a part of Exhibits A and Exhibit B hereto, with such applicable legends as are provided for in Section 2.3. The Debentures are not issuable in bearer formthis Indenture. The terms and provisions contained in the forms form of Debenture shall constitute, and are hereby expressly made, a part of this Supplemental Indenture Indenture, and to the extent applicable, the Issuer, the Guarantor Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Debentures may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture and the Base Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Debentures may be listed or designated for issuance, or to conform to usage. (b) The . Debentures and the Guarantees are being offered and sold by the Issuer pursuant to the Underwriting Agreement. Both the Series A Debentures and the Series B Debentures QIBs in reliance on Rule 144A shall be issued initially only in the form of one or more permanent global Debentures (each, a "U.S. Global Debenture") in fully registered form without interest coupons, in substantially the form set forth in Exhibit A and, except as otherwise provided in Section 2.3(a)(iii), shall contain the Restrictive Securities Legend as set forth in Section 2.3(a)(i). Debentures offered and sold in offshore transactions in reliance on Regulation S shall be issued initially only in the forms form of Exhibit A and Exhibit B hereto one or more permanent global Debentures (with respect to the Series A Debentureseach, an "Series A Offshore Global Debenture" and, together with respect to the Series B DebenturesU.S. Global Debenture, the "Series B Global DebentureDebentures") in registered form without interest coupons in substantially the form set forth in Exhibit A and, both with the applicable legends except as otherwise provided in Section 2.32.3(a)(iii), shall contain the Restrictive Securities Legend as set forth in Section 2.3(a)(i). Each Debentures issued pursuant to Section 2.8(d) in exchange for or upon transfer of beneficial interests in the U.S. Global Debenture shall be in the form of permanent certificated Debentures substantially in the form set forth in Exhibit A (the "U.S. Physical Debentures"), and Debentures issued pursuant to Section 2.8(d) in exchange for or upon transfer of beneficial interests in the Offshore Global Debenture shall be in the form of permanent certificated Debentures substantially in the form set forth in Exhibit A (the "Offshore Physical Debentures"). The Offshore Physical Debentures and U.S. Physical Debentures are sometimes collectively herein referred to as the "Physical Debentures". The Global Debentures shall be: (1) duly executed by the Issuer Company and authenticated and delivered by the Trustee, shall have endorsed thereon the Guarantees executed by the Guarantor and shall be Trustee as hereinafter provided; (2) registered in the name of the Depositary (or its nominee and retained by nominee) for credit to the respective accounts of the Holders at the Depositary; and (3) deposited with the Trustee, as custodian, at its Corporate Trust Office, custodian for credit to the accounts Depositary. The Global Debentures shall be substantially in the form of Debenture set forth in Exhibit A annexed hereto (including the Agent Members holding the Debentures evidenced therebytext and schedule called for by footnote 1 and 2 thereto). The aggregate principal amount of each of the Series A Global Debenture and the Series B Global Debenture Debentures may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian, and of custodian for the Depositary (or its nominee), in accordance with the instructions given by the Holder thereof, as hereinafter provided. The Debentures shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Debentures may be listed, all as determined by the Officers executing such Debentures, as evidenced by their execution of such Debentures.

Form of Debentures. (a1) Except in respect of the Initial Debentures, the form of which is provided for herein, the Debentures shall be substantially in such form or forms (not inconsistent with this Indenture) as otherwise provided shall be established herein or by or pursuant to this Section 2.2, both one or more resolutions of the Series A Debentures and the Series B Debentures are issuable in fully registered form without coupons in substantially the forms Board of Exhibits A and Exhibit B hereto, with such applicable legends as are provided for in Section 2.3. The Debentures are not issuable in bearer form. The terms and provisions contained in the forms of Debenture shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and Directors (or to the extent applicableestablished pursuant to, rather than set forth in, a resolution of the IssuerBoard of Directors, the Guarantor in an Officer's Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and the Trustee, other variations as are required or permitted by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Debentures may have imprinted or otherwise reproduced thereon such letterslegend or legends or endorsements, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture and the Base Indenture, or as may be required to comply with any law or with any rule rules or regulation made regulations pursuant thereto or with any rule rules or regulation regulations of any securities exchange or automated quotation system on which the Debentures may be listed or designated for issuance, securities regulatory authority or to conform to general usage, all as may be determined by the directors or officers of the Corporation executing such Debentures on behalf of the Corporation, as conclusively evidenced by their execution of such Debentures. (b2) The Debentures and Transaction Statements in respect of Uncertificated Debentures, other than those for which the Guarantees are being offered and sold by Depository is the Issuer pursuant to the Underwriting Agreement. Both the Series A Debentures and the Series B Debentures holder, shall be issued initially in the form of permanent global Debentures in fully registered form without interest coupons, substantially in the forms of Exhibit A and Exhibit B hereto (with respect to the Series A Debentures, "Series A Global Debenture" and, with respect to the Series B Debentures, the "Series B Global Debenture", both with the applicable legends as provided in Section 2.3. Each Global Debenture shall be duly executed by the Issuer and authenticated and delivered by the Trustee, shall have endorsed thereon the Guarantees executed by the Guarantor and shall be registered in the name of the Depositary or its nominee and retained Corporation by the Trustee. The Trustee is hereby appointed as sole keeper of the register and as the exclusive agent of the Corporation for purposes of executing and delivering Transaction Statements and Statements of Account. (3) In the case of Uncertificated Debentures of each series, as custodian, at its Corporate Trust Office, for credit the Corporation will cause (a) Transaction Statements to be delivered to the accounts holder, other than the Depository within five Business Days after any original issuance, registration of transfer, exchange, cancellation, payment of principal, redemption, conversion or correction or other change in the register (other than a change referred to in this clause (b)(ii) below) relating thereto and (b) Statements of Account to be delivered to the holder, other than the Depository, (i) within five Business Days after a change has been made in the register for Debentures of such series to reflect a change of name or address of a holder and (ii) as promptly as practicable upon request of the Agent Members holding holder. (4) Any Transaction Statements and Statements of Account required to be delivered hereunder for the Uncertificated Debentures evidenced thereby. The aggregate principal amount of each any series shall be sufficiently delivered if sent by first class mail to the address of the Series A Global Debenture and the Series B Global Debenture may from time to time be increased or decreased by adjustments made person entitled thereto as shown on the records register for Debentures of such series (with any Statement of Account in respect of a change of address to be sent in duplicate to both the Trustee, as custodian, old and of the Depositary or its nominee, as hereinafter providednew address).

Form of Debentures. Except in respect of the Initial Debentures, the form of which is provided for herein, the Debentures of each series shall be substantially in such form or forms (anot inconsistent with this Indenture) Except as otherwise provided shall be established herein or by or pursuant to this Section 2.2, both one or more resolutions of the Series A Debentures and directors of the Series B Debentures are issuable Corporation (as set forth in fully registered form without coupons in substantially a resolution of the forms directors of Exhibits A and Exhibit B hereto, with such applicable legends as are provided for in Section 2.3. The Debentures are not issuable in bearer form. The terms and provisions contained in the forms of Debenture shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and Corporation or to the extent applicableestablished pursuant to, the Issuerrather than set forth in, the Guarantor and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. Any a resolution of the Debentures directors of the Corporation, in an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such letterslegend or legends or endorsements, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture and the Base Indenture, or as may be required to comply with any law or with any rule rules or regulation made regulations pursuant thereto or with any rule rules or regulation regulations of any securities exchange or automated quotation system on which the Debentures may be listed or designated for issuance, securities regulatory authority or to conform to general usage. (b) The Debentures and the Guarantees are being offered and sold , all as may be determined by the Issuer director or officer of the Corporation executing such Debentures, as conclusively evidenced by his/her execution of such Debentures. The Debenture Trustee shall not be required to ensure compliance with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform to general usage in connection with the Underwriting Agreementissue, transfer or exchange of the Debentures. Both The responsibility for compliance with the Series A Debentures and the Series B Debentures foregoing shall be issued initially in the form of permanent global Debentures in fully registered form without interest coupons, substantially in the forms of Exhibit A and Exhibit B hereto (with respect to the Series A Debentures, "Series A Global Debenture" and, with respect to the Series B Debentures, the "Series B Global Debenture", both with the applicable legends as provided in Section 2.3. Each Global Debenture shall be duly executed by the Issuer and authenticated and delivered by the Trustee, shall have endorsed thereon the Guarantees executed by the Guarantor and shall be registered in the name that of the Depositary Corporation or its nominee and retained by the Trusteeholder, as custodian, at its Corporate Trust Office, for credit to the accounts of the Agent Members holding the Debentures evidenced thereby. The aggregate principal amount of each of the Series A Global Debenture and the Series B Global Debenture may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian, and of the Depositary or its nominee, as hereinafter providedapplicable.

Form of Debentures. (a) Except as otherwise provided pursuant to this Section 2.2, both the Series A The 5.75% Debentures shall be issued in denominations of $1,000 and integral multiples of $1,000. Each 5.75% Debenture and the Series B Debentures are issuable in fully registered form without coupons certificate of the Debenture Trustee endorsed thereon shall be issued in substantially the forms of Exhibits A and Exhibit B form set out in Schedule “A” hereto, with such applicable legends insertions, omissions, substitutions or other variations as are provided for in Section 2.3. The Debentures are not issuable in bearer form. The terms and provisions contained in shall be required or permitted by the forms of Debenture shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Issuer, the Guarantor and the Trustee, by their execution and delivery of this Second Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Debentures may have imprinted or otherwise reproduced thereon such letterslegends or endorsements, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental the Indenture and the Base this Second Supplemental Indenture, or as may be required to comply with any law or with any rule rules or regulation made regulations pursuant thereto or with any rule rules or regulation regulations of any securities exchange or automated quotation system on which securities regulatory authority or to conform with general usage, all as may be determined by the directors of the Corporation, such determinations to be conclusively evidenced by the execution of such 5.75% Debenture by the Corporation. Each 5.75% Debenture shall additionally bear such distinguishing letters and numbers as the Corporation may prescribe and the Debenture Trustee shall approve. Notwithstanding the foregoing, a 5.75% Debenture may be in such other form or forms as may, from time to time, be approved by a resolution of the directors of the Corporation, or as specified in an Officer’s Certificate. The 5.75% Debentures may be listed engraved, lithographed, printed, mimeographed or designated for issuancetypewritten or partly in one form and partly in another as the Corporation, or to conform to usage. (b) with the approval of the Debenture Trustee, may determine. The Debentures and the Guarantees are being offered and sold by the Issuer pursuant to the Underwriting Agreement. Both the Series A Debentures and the Series B 5.75% Debentures shall be issued initially in as Global Debentures and the form of permanent global Global Debentures in fully registered form without interest coupons, substantially in the forms of Exhibit A and Exhibit B hereto (with respect to the Series A Debentures, "Series A Global Debenture" and, with respect to the Series B Debentures, the "Series B Global Debenture", both with the applicable legends as provided in Section 2.3. Each Global Debenture shall be duly executed by the Issuer and authenticated and delivered by the Trustee, shall have endorsed thereon the Guarantees executed by the Guarantor and shall will be registered in the name of the Depositary or its nominee and retained by the TrusteeDepository, which, as custodian, at its Corporate Trust Office, for credit to the accounts of the Agent Members holding the Debentures evidenced thereby. The aggregate principal amount of each date hereof, shall be CDS Clearing and Depository Services Inc. (or any nominee of the Series Depository). No beneficial holder will receive definitive certificates representing their interest in Debentures except as provided in Section 3.2. A Global Debenture may be exchanged for Debentures in registered form that are not Global Debentures, or transferred to and registered in the Series B name of a Person other than the Depository for such Global Debenture may from time to time be increased Debentures or decreased by adjustments made on the records of the Trustee, a nominee thereof as custodian, and of the Depositary or its nominee, as hereinafter providedprovided in Section 3.2.

Form of Debentures. Except in respect of the Initial Debentures, the form of which is provided for herein, the Debentures of each series shall be substantially in such form or forms (anot inconsistent with this Indenture) Except as otherwise provided shall be established herein or by or pursuant to this Section 2.2one or more resolutions of the Board of Directors, both on behalf of the Series A Debentures and Issuer (as set forth in a resolution of the Series B Debentures are issuable in fully registered form without coupons in substantially Board of Directors, on behalf of the forms of Exhibits A and Exhibit B hereto, with such applicable legends as are provided for in Section 2.3. The Debentures are not issuable in bearer form. The terms and provisions contained in the forms of Debenture shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and Issuer or to the extent applicableestablished pursuant to rather than set forth in a resolution of the Board of Directors, on behalf of the Issuer, the Guarantor in an Officer’s Certificate detailing such establishment) and the Trusteein one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by their execution this Indenture and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Debentures may have imprinted or otherwise reproduced thereon such letterslegend or legends or endorsements, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture and the Base Indenture, or as may be required to comply with any applicable law or with any rule rules or regulation made regulations pursuant thereto or with any rule rules or regulation regulations of any securities exchange or automated quotation system on which the Debentures may be listed or designated for issuance, securities regulatory authority or to conform to general usage. (b) The Debentures and the Guarantees are being offered and sold , all as may be determined by a director or officer of the Issuer pursuant executing such Debentures, as conclusively evidenced by their execution of such Debentures. The Trustee shall not be required to ensure compliance with any law or with rules or regulations thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform to general usage in connection with the Underwriting Agreementissue, transfer or exchange of the Debentures. Both The responsibility for compliance with the Series A Debentures and the Series B Debentures foregoing shall be issued initially in the form of permanent global Debentures in fully registered form without interest coupons, substantially in the forms of Exhibit A and Exhibit B hereto (with respect to the Series A Debentures, "Series A Global Debenture" and, with respect to the Series B Debentures, the "Series B Global Debenture", both with the applicable legends as provided in Section 2.3. Each Global Debenture shall be duly executed by the Issuer and authenticated and delivered by the Trustee, shall have endorsed thereon the Guarantees executed by the Guarantor and shall be registered in the name that of the Depositary Issuer, or its nominee and retained by the TrusteeDebentureholder, as custodian, at its Corporate Trust Office, for credit to the accounts of the Agent Members holding the Debentures evidenced thereby. The aggregate principal amount of each of the Series A Global Debenture and the Series B Global Debenture may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian, and of the Depositary or its nominee, as hereinafter providedapplicable.