Common use of Execution and Authentication Clause in Contracts

Execution and Authentication. Each Security shall be signed by at least one Officer for the Company by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of this Indenture. The Trustee shall authenticate Initial Securities for original issue in the aggregate principal amount of up to $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $175,000,000, in each case upon a written order of the Company in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000, except as provided in Section 2.07. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Affiliate of the Company, or any of their respective Subsidiaries. Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. Each Security Two Officers shall be signed by at least one Officer for execute the Securities on behalf of the Company by either manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer a Person whose signature is on a Security was as an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such Security. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee shall authenticate Initial Series A Securities for original issue on the Issue Date in the aggregate principal amount not to exceed $250,000,000, upon receipt of an Officers' Certificate. In addition, on or prior to the date of consummation of the Registered Exchange Offer, the Trustee or an authenticating agent shall authenticate Series B Securities and, if required by the Registration Rights Agreement, Private Exchange Notes (as defined in the Registration Rights Agreement) to be issued at the time of consummation of the Registered Exchange Offer in the aggregate principal amount of up to $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $175,000,000, in each case 250,000,000 upon a written order of the Company in the form receipt of an Officers' Certificate; provided that . In addition, the Trustee shall authenticate Securities issued in one or more series (such Exchange Securities shall to be issuable only substantially in the form of Exhibit A-1 or Exhibit A-2 (and if in the form of Exhibit A-1, the same principal amount of Securities in the form of Exhibit A-2 in exchange therefor upon the valid surrender for cancellation of Initial Securities consummation of a like registered exchange offer)) in an aggregate principal amount in accordance with not to exceed $100,000,000 upon receipt of an Officers' Certificate. In each case, the Registration Rights Agreement. The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticatedauthenticated and shall be signed by two Officers directing the Trustee to authenticate the Securities and certifying that all conditions precedent to the issuance of the Securities contained herein have been complied with. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000, 350,000,000 except as provided in Section 2.07. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company2.7. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An Such authenticating agent has shall have the same authenticating rights and duties as an Agent to deal the Trustee in any dealings hereunder with the Company, Company or with any Affiliate of the Company, or any of their respective Subsidiaries. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiple thereof. Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent Global Securities in registered form, substantially in the form set forth in Exhibit A-1 ("Global Securities"), deposited with the Trustee, as custodian for the Depository, and shall bear the legend set forth on Exhibit B. The aggregate principal amount of any Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities offered and sold in offshore transactions in reliance on Regulation S shall be issued in the form of certificated Securities in registered form set forth in Exhibit A-1 ("Offshore Physical Securities").

Execution and Authentication. Each Security The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities and (b) subject to the terms of this Indenture, Additional Securities in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated. Notwithstanding anything to the contrary in this Indenture or the Appendix, any issuance of Additional Securities after the Issue Date shall be signed by in a principal amount of at least one $2,000 and integral multiples of $1,000 in excess of $2,000. One Officer shall sign the Securities for the Company Issuer by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such Security. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee shall authenticate Initial Securities for original issue in the aggregate principal amount of up to $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $175,000,000, in each case upon a written order of the Company in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000, except as provided in Section 2.07. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuer to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company, any Affiliate or agent for service of the Company, or any of their respective Subsidiaries. Securities shall be issuable only in registered form without coupons in denominations of $1,000 notices and any integral multiple thereofdemands.

Execution and Authentication. Each Security One or more Officers shall be signed by at least one Officer sign the Securities for the Company by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such Security. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. A Security shall be dated the date of its authentication, unless otherwise provided by a resolution of the Board of Directors, a supplemental indenture or an Officers’ Certificate. The Trustee shall at any time, and from time to time, authenticate Initial Securities for original issue in the aggregate principal amount of up to $175,000,000 and shall authenticate Exchange Securities for original issue provided in the aggregate principal amount of up to $175,000,000, in each case upon a written order resolution of the Company in Board of Directors, supplemental indenture or Officers’ Certificate, upon receipt by the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities Trustee of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticatedCompany Order. The aggregate principal amount of Securities of any Series outstanding at any time may not exceed $175,000,000any limit upon the maximum principal amount for such Series set forth in the resolution of the Board of Directors, supplemental indenture or Officers’ Certificate delivered pursuant to Section 2.02, except as provided in Section 2.07. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company2.08. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company, any Affiliate or agent for service of the Company, or any of their respective Subsidiaries. Securities shall be issuable only in registered form without coupons in denominations of $1,000 notices and any integral multiple thereofdemands.

Execution and Authentication. Each Security Two Officers shall be signed by at least sign, or one Officer shall sign and one Officer shall attest to, the Security for the Company by manual or facsimile signature. The Company's seal may shall be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of this Indenture. The Trustee shall authenticate Initial Securities for original issue in the aggregate principal amount of up to $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $175,000,00023,000,000, in each case upon a written order of the Company in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,00023,000,000, except as provided in Section 2.072.7. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Affiliate of the Company, or any of their respective Subsidiaries. Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. Each Security Two Officers shall be signed by at least sign, or one Officer shall sign and one Officer shall attest to, the Security for the Company Issuers by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company Issuers shall nevertheless be bound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of this Indenture. The Trustee shall authenticate Initial or cause to be authenticated the Securities for original issue in the aggregate principal amount of up to $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $175,000,000, in each case 125,000,000 upon a written order of the Company Issuers in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000125,000,000, except as provided in Section 2.072.7. Upon the written order of the Company Issuers in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of either of the CompanyIssuers. The Trustee may appoint an authenticating agent acceptable to the Company Issuers to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the CompanyIssuers, any Affiliate of the CompanyIssuers, or any Subsidiaries of their respective Subsidiariesthe Issuers. Securities shall be issuable only in fully registered form form, without coupons coupons, in denominations of $1,000 and any integral multiple multiples thereof.

Execution and Authentication. Each Security Two Officers shall be signed by at least one Officer for execute the Securities on behalf of the Company by either manual or facsimile signature. The Company's seal may shall be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile formSecurities. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity or at any time thereafter, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory officer of the Trustee manually signs the certificate of authentication on the Security but such Security. Such signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee shall authenticate Initial Securities for original issue in the an aggregate principal amount of up at maturity not to exceed $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $175,000,000, in each case 212,909,624 upon a written order of the Company in the form receipt of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon Certificate signed by two Officers of the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with Company directing the Registration Rights Agreement. The Officers' Certificate shall specify the amount of Securities Trustee to be authenticated and the date on which authenticate the Securities are and certifying that all conditions precedent to be authenticatedthe issuance of the Securities contained herein have been complied with. The aggregate principal amount Accreted value at maturity of Securities outstanding at any time may not exceed $175,000,000212,909,624, except as provided in Section 2.07. Upon With the prior written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change approval of the Company. The , the Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An Such authenticating agent has shall have the same rights as an Agent to deal the Trustee in any dealings hereunder with the Company, Company or with any Affiliate of the Company, or any of their respective Subsidiaries. Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof's Affiliates.

Execution and Authentication. Each Security One duly authorized Officer shall be signed by at least one Officer sign the Securities for the Company by manual or facsimile signature. The Company's seal may A Security’s validity shall not be impressed, affixed, imprinted or reproduced on affected by the Securities and may be in facsimile form. If failure of an Officer whose signature is on a such Security was an Officer at the time of such execution but no longer holds that office to hold, at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall be valid nevertheless and same office at the Company shall nevertheless be bound by the terms of the Securities and this IndentureCompany. A Security shall not be valid until an authorized signatory duly authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the Security but such Trustee. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Upon a Company Order, the Trustee shall authenticate Initial Securities for original issue in the aggregate principal amount of up to $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $175,000,000, in each case upon a written order of the Company in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated1,000,000,000. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,0001,000,000,000, subject to the immediately succeeding paragraph and except as provided for Securities authenticated and delivered in lieu of lost, destroyed or wrongfully taken Securities pursuant to Section 2.07. Upon The Company may not, with or without the written order consent of Holders of the Company Securities, increase the aggregate principal amount of Securities by issuing additional Securities in the form of an Officers' Certificatefuture. Upon a Company Order, the Trustee shall authenticate Securities, including Securities in substitution of Securities originally not bearing the Security Private Placement Legend, to be issued to reflect any name change of the Companytransferees when sold pursuant to an effective registration statement under the Securities Act as set forth in Section 2.16(b) or when not otherwise required under this Indenture to bear the Security Private Placement Legend. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent so appointed has the same rights as an a Securities Agent to deal with the Company, any Affiliate of the CompanyCompany and its Affiliates. If a Company Order pursuant to this Section 2.02 has been, or simultaneously is, delivered, then any instructions by the Company to the Trustee with respect to endorsement, delivery or redelivery of their respective Subsidiariesa Security that is a Global Security shall be in writing but need not comply with Section 15.03 and need not be accompanied by an Opinion of Counsel. The Securities shall be issuable only in registered form without interest coupons and only in minimum denominations of $1,000 principal amount and any integral multiple thereof.

Execution and Authentication. Each Security An Officer of each of the Obligors shall be signed by at least one Officer sign the Securities for the Company Obligors by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted Typographic and other minor errors or reproduced on defects in any such facsimile signature shall not affect the Securities validity or enforceability of any Security which has been authenticated and may be in facsimile formdelivered by the Trustee. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such Security. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee shall authenticate Initial and make available for delivery Securities for original issue in the an aggregate principal amount of up to $175,000,000 240,000,000 of the 3.0% Notes due 2010 and shall authenticate Exchange Securities for original issue in the an aggregate principal amount of up to $175,000,000, in each case 240,000,000 of the 4.0% Notes due 2013 upon receipt of a written order or orders of the Company in Obligors signed by an Officer of the form of Obligors (an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement"OBLIGORS ORDER"). The Officers' Certificate Obligors Order shall specify the amount of Securities to be authenticated in each series, shall provide that all such Securities will be represented by a Restricted Global Security and the date on which the each original issue of Securities are is to be authenticated. The aggregate principal amount of Securities outstanding at any time of either series may not exceed $175,000,000the amounts in the foregoing sentence, except as provided in Section 2.072.7. Upon The 3.0% Notes due 2010 and the written order 4.0% Notes due 2013 shall each constitute a separate series of Securities issued hereunder and each such series shall vote separately as its own class under the Company in Indenture, except where otherwise provided. The Trustee shall act as the form of an Officers' Certificateinitial authenticating agent. Thereafter, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent acceptable to the Company Obligors to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company, any Obligors or an Affiliate of the Company, or any of their respective SubsidiariesObligors. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 principal amount and any integral multiple thereof.

Execution and Authentication. Each Security Two Officers (each of whom shall be signed have been duly authorized by at least one Officer for all requisite partnership or corporate action, as the Company case may be) shall execute the Securities on behalf of each of the Issuers by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity or at any time thereafter, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory officer of the Trustee manually signs the certificate of authentication on the Security but such Security. Such signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee shall authenticate Initial Securities for original issue in the an aggregate principal amount of up not to exceed $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $175,000,000, in each case 250,000,000 upon a written order receipt of the Company in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon Certificates of each of the valid surrender for cancellation Issuers signed by two Officers of Initial Securities each of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' Certificate shall specify Issuers directing the amount of Securities Trustee to be authenticated and the date on which authenticate the Securities are and certifying that all conditions precedent to be authenticatedthe issuance of the Securities contained herein have been complied with. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000250,000,000, except as provided in Section 2.07. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company2.8. The Trustee may appoint an authenticating agent acceptable to the Company Issuers to authenticate Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An Such authenticating agent has shall have the same rights as an Agent to deal the Trustee in any dealings hereunder with the Company, Issuers or with any Affiliate of the Company, or any of their respective SubsidiariesIssuers' Affiliates. The Securities shall be issuable only in fully registered form only, without coupons coupons, in denominations of $1,000 principal amount and any integral multiple thereof.

Execution and Authentication. Each Security Two Officers shall be signed by at least one Officer sign the Securities for the Company by manual or facsimile signature. The Company's seal may shall be impressed, affixed, imprinted or reproduced on the Securities Secu- rities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such Security. The signature shall be conclusive evidence that the Security has been authenticated pursuant under this Indenture. At any time and from time to time after the terms execution of this Indenture. The , the Trustee or an authenticating agent shall upon receipt of a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company authenticate Initial and deliver Securities for original 33 EXHIBIT 4.1 issue in the aggregate principal amount specified in such order, provided that the Trustee shall be entitled to receive an Officer's Certificate and an Opinion of up to $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $175,000,000, in each case upon a written order Counsel of the Company that it may reasonably request in the form connection with such authentication and delivery of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights AgreementSecurities. The Officers' Certificate Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities are is to be authenticated. The aggregate principal amount authenticated and in the case of an issuance of Securities outstanding at any time may not exceed $175,000,000pursuant to Section 2.13 after the date of execution of this Indenture, except as provided shall certify that such issuance is in compliance with Section 2.07. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company4.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company, any Affiliate or agent for service of the Company, or any of their respective Subsidiaries. Securities shall be issuable only in registered form without coupons in denominations of $1,000 notices and any integral multiple thereofdemands.

Execution and Authentication. Each Security An Officer shall be signed by at least one Officer sign the Securities for the Company by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted Typographic and other minor errors or reproduced on defects in any such facsimile signature shall not affect the Securities validity or enforceability of any Security which has been authenticated and may be in facsimile formdelivered by the Trustee. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such Security. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee shall authenticate Initial and make available for delivery Securities for original issue in the aggregate principal amount of up to $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount 115,000,000 upon receipt of up to $175,000,000, in each case upon a written order or orders of the Company in signed by two Officers of the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of Company (a like aggregate principal amount in accordance with the Registration Rights Agreement"Company Order"). The Officers' Certificate Company Order shall specify the amount of Securities to be authenticated authenticated, shall provide that all such Securities will be represented by a Restricted Global Security and the date on which the each original issue of Securities are is to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000, 115,000,000 except as provided in Section 2.072.08. Upon The Trustee shall act as the written order of the Company in the form of an Officers' Certificateinitial authenticating agent. Thereafter, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company, any Company or an Affiliate of the Company, or any of their respective Subsidiaries. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 principal amount and any integral multiple thereof.

Execution and Authentication. Each The Securities shall be ---------------------------- executed on behalf of Xxxx XX by its Chairman of the Board, one of its Vice Chairmen, its President or one of its Vice Presidents, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any such Officer on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers of Xxxx XX shall bind Xxxx XX, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. No Security shall be signed 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 in Exhibit ------- A annexed hereto duly executed by at least one Officer for the Company Trustee by manual or facsimile signature. The Company's seal may be impressedsignature of an - authorized signatory, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the certificate upon any Security shall be valid nevertheless conclusive evidence, and the Company shall nevertheless be bound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but only evidence, that such signature shall be conclusive evidence that the Security has been duly authenticated pursuant to the terms of this Indentureand made available for delivery hereunder. The Trustee shall authenticate Initial and make available for delivery Securities for original issue in the aggregate principal amount of up to $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $175,000,000, in each case 250,000,000 upon a written order of the Company direction that it do so set forth in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation Certificate of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights AgreementXxxx XX, but without any further action by Xxxx XX. The Officers' Certificate Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities are is to be authenticatedauthenticated and delivered. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000250,000,000, except as provided in Section 2.07. Upon The Trustee shall act as the written order of the Company in the form of an Officers' Certificateinitial authenticating agent. Thereafter, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Xxxx XX to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an a Paying Agent to deal with the Company, any Xxxx XX or an Affiliate of the Company, or any of their respective SubsidiariesXxxx XX. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. Each Security Two Officers, or an Officer and an Assistant Secretary, shall be signed by at least sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such Security. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee shall authenticate Initial (i) Series A Securities for original issue in the aggregate principal amount of up not to exceed $175,000,000 265,000,000 and shall authenticate Exchange (ii) Series B Securities from time to time only in exchange for original issue in the aggregate a like principal amount of up to $175,000,000Series A Securities in accordance with the Registration Rights Agreement, in each case upon a written order of the Company in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' Certificate shall specify the amount of Securities to be authenticated authenticated, the series of Securities and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000265,000,000, except as provided in Section 2.07. Upon the receipt of a written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of for Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate authenti- 27 -21- cate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Affiliate Company and Affiliates of the Company, or any of their respective Subsidiaries. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. Each Security Two Officers shall be signed by at least one Officer sign the Securities for the Company by manual or facsimile signature. The Company's seal may shall be impressed, affixed, imprinted or reproduced on the Securities Securities. Typographic and may be other minor errors or defects in facsimile formany such reproduction of the seal or any such signature shall not affect the validity or enforceability of any Security which has been authenticated and delivered by the Trustee. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such Security. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee shall authenticate Initial and make available for delivery Securities for original issue in the aggregate principal amount of up to $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $175,000,000, in each case ____________ upon a written order or orders of the Company in signed by two officers of the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of Company (a like aggregate principal amount in accordance with the Registration Rights Agreement"Company Order"). The Officers' Certificate Company Order shall specify the amount of Securities to be authenticated and the date on which the original issue of Securities are is to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000___________, except as provided above and in Section 2.072.7. Upon The Trustee shall act as the written order of the Company in the form of an Officers' Certificateinitial authenticating agent. Thereafter, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Company or an Affiliate of the Company, or any of their respective Subsidiaries. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. Each Security An Officer of the Company shall be signed by at least one Officer sign the Securities for the Company by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturevalid. A Security shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee. The signature of the Trustee manually signs the certificate of authentication on the Security but such signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The form of Trustee's certificate of authentication to be borne by the Securities shall be substantially as set forth in Appendix A and the exhibits thereto. The Trustee shall authenticate Initial Securities for original issue in the aggregate principal amount of up to $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $175,000,000shall, in each case upon a written order of the Company in signed by two Officers of the form of an Officers' Certificate; provided that such Exchange Company, authenticate Securities shall be issuable only upon for original issue up to the valid surrender for cancellation of Initial Securities of a like aggregate principal amount stated in accordance with paragraph 4 of the Registration Rights Agreement. The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticatedSecurities. The aggregate principal amount of Securities outstanding at any time may shall not exceed $175,000,000, the amount set forth herein except as provided in Section 2.07. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company2.09 hereof. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Company or an Affiliate of the Company, or any of their respective Subsidiaries. Securities Each Global Security authenticated under this Indenture shall be issuable only registered in registered form without coupons in denominations the name of $1,000 the Depositary designated for such Global Security or a nominee thereof and any integral multiple thereofdelivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. The Company initially appoints The Depository Trust Company as the Depositary.

Execution and Authentication. Each Security Two Officers (each of whom shall be signed have been duly authorized by at least one Officer for all requisite partnership or corporate action, as the Company case may be) shall execute the Securities on behalf of each of the Issuers by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity or at any time thereafter, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory officer of the Trustee manually signs the certificate of authentication on the Security but such Security. Such signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee shall authenticate Initial Securities for original issue in the an aggregate principal amount of up at maturity not to exceed $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $175,000,000, in each case 500,000,000 upon a written order receipt of the Company in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon Certificates of each of the valid surrender for cancellation Issuers signed by two Officers of Initial Securities each of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' Certificate shall specify Issuers directing the amount of Securities Trustee to be authenticated and the date on which authenticate the Securities are and certifying that all conditions precedent to be authenticatedthe issuance of the Securities contained herein have been complied with. The aggregate principal amount at maturity of Securities outstanding at any time may not exceed $175,000,000500,000,000, except as provided in Section 2.07. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company2.8. The Trustee may appoint an authenticating agent acceptable to the Company Issuers to authenticate Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An Such authenticating agent has shall have the same rights as an Agent to deal the Trustee in any dealings hereunder with the Company, Issuers or with any Affiliate of the Company, or any of their respective SubsidiariesIssuers' Affiliates. The Securities shall be issuable only in fully registered form only, without coupons coupons, in denominations of $1,000 principal amount at maturity and any integral multiple thereof.

Execution and Authentication. Each Security One Officer shall be signed by at least one Officer sign the Securities for the Company by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturevalid. A Security shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the Security but such Trustee. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Upon a written order of the Company signed by one Officer of the Company, the Trustee shall authenticate Initial Securities for original issue in the aggregate principal amount of up $400,000,000 and such additional principal amount, if any, as shall be determined pursuant to $175,000,000 and the next sentence of this Section 2.02. Upon receipt by the Trustee of an Officers’ Certificate stating that the Company has elected to issue additional Securities pursuant to Section 2.18, the Trustee shall authenticate Exchange Securities for original issue in and deliver the aggregate principal amount of up additional Securities specified in such Officer’s Certificate to $175,000,000, in each case or upon a the written order of the Company signed as provided in the form immediately preceding sentence. Such Officers’ Certificate must be received by the Trustee not later than the proposed date for delivery of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticatedadditional Securities. The aggregate principal amount of Securities outstanding at any time and which may not exceed $175,000,000, except as provided in Section 2.07. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Companybe authenticated under this Indenture is unlimited. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the CompanyCompany and its Affiliates. If a written order of the Company pursuant to this Section 2.02 of the Indenture has been, or simultaneously is, delivered, any Affiliate instructions by the Company to the Trustee with respect to endorsement, delivery or redelivery of the Company, or any a Security previously issued in global form shall be in writing but need not be accompanied by an Opinion of their respective SubsidiariesCounsel. The Securities shall be issuable only in registered form without interest coupons and only in denominations of $1,000 principal amount and any positive integral multiple thereof.

Execution and Authentication. Each Security The Securities shall be signed by at least one Officer for executed on behalf of the Company by two Officers of the Company or an Officer and an Assistant Secretary of the Company. Such signature may be either manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile formfacsimile. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such Security. Such signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee or an authenticating agent shall authenticate Initial Securities for original issue in the aggregate principal amount of up to $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $175,000,000, in each case 350,000,000 upon a written order of the Company in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticatedRequest. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000, such amount except as provided in Section 2.072.07 hereof. Upon the written order receipt of the Company in the form of an Officers' CertificateRequest, the Trustee shall authenticate an additional series of Securities in substitution of an aggregate principal amount not to exceed $350,000,000 for issuance in exchange for all Securities originally previously issued pursuant to reflect any name change of an exchange offer registered under the CompanySecurities Act (a "Registered Exchange") or pursuant to a Private Exchange (as defined in the Registration Rights Agreement). Exchange Securities may have such distinctive series des- ignation and "CUSIP" numbers as and such changes in the form thereof as are specified in the Company Request referred to in the preceding sentence. Exchange Securities issued pursuant to a Registered Exchange shall not bear the Private Placement Legend. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights right as an Agent to deal with the Company, any Affiliate of the Company, Company or any of their respective Subsidiariesan Affiliate. The Securities shall be issuable only in fully registered form only, without coupons coupons, in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. Each Security An Officer shall be signed by at least one Officer sign the Securities for the Company by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted Typographic and other minor errors or reproduced on defects in any such facsimile signature shall not affect the Securities validity or enforceability of any Security which has been authenticated and may be in facsimile formdelivered by the Trustee. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such Security. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee shall authenticate Initial and make available for delivery Securities for original issue in the aggregate principal amount of up to $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount 230,000,000 upon receipt of up to $175,000,000, in each case upon a written order or orders of the Company in signed by an Officer o the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of Company (a like aggregate principal amount in accordance with the Registration Rights Agreement"Company Order"). The Officers' Certificate Each Company Order shall specify the amount of Securities to be authenticated authenticated, shall provide that all such Securities will be represented by a Restricted Global Security and the date on which the each original issue of Securities are is to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000, 230,000,000 except as provided in Section 2.072.7. Upon The Trustee shall act as the written order of the Company in the form of an Officers' Certificateinitial authenticating agent. Thereafter, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company, any Company or an Affiliate of the Company, or any of their respective Subsidiaries. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 principal amount and any integral multiple thereof.

Execution and Authentication. Each Two Officers shall sign the Security shall be signed by at least one Officer for the Company by manual or facsimile signature. The Company's seal may be be, but is not required to be, impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that or any office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of this Indenture. The Trustee shall authenticate Initial the Securities for original issue in the aggregate principal amount of up to $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $175,000,000, in each case 115,000,000 upon a written order of the Company in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights AgreementCompany. The Officers' Certificate order shall specify (i) the amount of Securities to be authenticated and (ii) the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000, 115,000,000 except as provided in Section 2.072.7. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Affiliate of the Company, or any of their respective Subsidiaries, and has the same protections under the Indenture. Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. Each Security The Securities shall be signed executed on behalf of the Corporation by at least its Chairman of the Board, its President or one Officer for the Company of its Vice Presidents and attested by manual its Secretary or facsimile signatureone of its Assistant Secretaries. The Company's seal may be impressed, affixed, imprinted or reproduced signature of any of these officers on the Securities and may be in facsimile formactual or facsimile. If an Officer officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturevalid. A Security shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee. Such manual signature of the Trustee manually signs the certificate of authentication on the Security but such signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. Except as otherwise provided in Section 2.06, the Securities will be issued in global form only registered in the name of the Depository or its nominee. The Securities will not be issued in definitive form, except as otherwise provided in Section 2.06, and ownership of the Securities shall be maintained in book entry form by the Depository for the accounts of participating organizations of the Depository. The Trustee shall authenticate Initial (i) Securities for original issue in up to the aggregate principal amount stated in paragraph 5 of up the Securities; and (ii) additional securities issued pursuant to this Indenture as interest on the Securities (not to exceed $175,000,000 and shall authenticate Exchange Securities for original issue in _______) (the aggregate principal amount of up to $175,000,000"Additional Securities"), in each case upon a written order an Order of the Company in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticatedCorporation. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000, the amount as stated in paragraph 5 of the Securities except as provided in Section 2.07. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent acceptable to the Company Corporation to authenticate Securities, which authenticating agent shall be compensated by the Corporation. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so, other than the authentication of Securities issued upon original issue or pursuant to Section 2.07. Each Except as provided in the previous sentence, each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Affiliate of the Company, Corporation or any of their respective Subsidiaries. Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereofan Affiliate.

Execution and Authentication. Each Security One or more Officers of the Issuer shall be signed by at least one Officer for sign the Company Securities of each Series on behalf of the Issuer by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturevalid. A Security shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the Security but such or an authenticating agent. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. A Security shall be dated the date of its authentication. The Trustee shall shall, at any time, and from time to time, authenticate Initial Securities of a Series for original issue up to the principal amount specified for such Series in the aggregate principal amount of up Annex to $175,000,000 and shall authenticate Exchange Securities for original issue in this Indenture applicable to such Series, upon receipt by the aggregate principal amount of up to $175,000,000, in each case upon a written order of the Company in the form Trustee of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation Issuer Order and an Opinion of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticatedCounsel. The aggregate principal amount of Securities of any Series outstanding at any time may not exceed $175,000,000any limit upon the maximum principal amount for such Series referred to in Section 2.02, except as provided in Section 2.07. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company2.08. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company, any Affiliate or agent for service of the Company, or any of their respective Subsidiaries. Securities shall be issuable only in registered form without coupons in denominations of $1,000 notices and any integral multiple thereofdemands.

Execution and Authentication. Each Security Two Officers of the Company shall be signed by at least sign the Securities on behalf of the Company, and one Officer for of each Guarantor shall sign the Company notation on the Securities relating to the Guarantee of such Guarantor on behalf of such Guarantor, in each case by manual or facsimile signature. The Company's seal may shall be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile formeither manually or by facsimile. If an Officer of the Company or any Guarantor whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory of the Trustee or an authenticating agent manually signs the certificate of authentication on the Security but such signature and the Guarantee. These signatures shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee or an authenticating agent shall authenticate Initial Securities for original issue in the aggregate principal amount of up to $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $175,000,000, in each case 100 million upon a written order of the Company in signed by two Officers of the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon Company. Subject to Section 2.07, the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000, except as provided in Section 2.07100 million. Upon Each Security authenticated for original issuance shall bear the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Restricted Securities in substitution of Securities originally issued to reflect any name change of the CompanyLegend. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do soso except on original issuance. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentagent and each reference to authentication of the Securities includes authentication of the Guarantee. An authenticating agent has the same rights as an Agent to deal with the Company, any Affiliate of the Company, Company or any of their respective Subsidiariesits Affiliates. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. Each Security Two Officers shall be signed by at least one Officer sign the Securities for the Company by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturevalid. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such Security. Such signature shall be conclusive evidence that the Security has been authenticated pursuant under this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the terms Trustee for cancellation as provided in Section 2.9, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee shall authenticate Initial Securities for original issue in the aggregate principal amount of up to $175,000,000 35,000,000 upon the execution of the Indenture and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $175,000,000, in each case upon a written order or orders of the Company in signed by two Officers or by an Officer and an Assistant Treasurer of the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of Company (a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated"Company Order"). The aggregate principal amount of the Securities outstanding at any time may not exceed $175,000,000, except as provided in Section 2.07. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Companythat amount. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Affiliate of the Company, Company or any of their respective Subsidiariesan Affiliate. The Securities shall be issuable only in registered form without coupons coupons. The Securities shall be issuable only in denominations of $1,000 principal amount and any integral multiple whole multiples thereof.

Execution and Authentication. Each Security An Officer shall be signed by at least one Officer sign the Securities for the Company Issuer by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that or any office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such Security. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee shall authenticate Initial Securities for original issue on the Issue Date in the aggregate principal amount of up $1,100,000,000 and, at any time and from time to $175,000,000 and time thereafter, the Trustee shall authenticate Exchange Additional Securities for original issue in the an aggregate principal amount of up to $175,000,000, specified in each case upon a written order of the Company Issuer in the form of an Officers' Officer’s Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' Officer’s Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount authenticated and, in the case of an issuance of Additional Securities outstanding at any time may not exceed $175,000,000pursuant to Section 2.15, except as provided after the Issue Date, shall certify that such issuance is in compliance with Section 2.074.04. Upon the receipt of a written order of the Company Issuer in the form of an Officers' Officer’s Certificate, the Trustee shall authenticate Securities in substitution of for Securities originally issued to reflect any name change of the CompanyIssuer. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Affiliate Issuer and Affiliates of the Company, or any of their respective SubsidiariesIssuer. The Securities shall be issuable only in registered form without coupons in minimum denominations of $2,000 and in integral multiples of $1,000 and any integral multiple thereof(the “Minimum Denominations Requirement”).

Execution and Authentication. Each Security Two Officers shall be signed by at least sign, or one Officer shall sign and one Officer shall attest to the Security for the Company by manual or facsimile signature. The Company's seal may shall be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the Security but such Trustee. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee shall authenticate Initial or cause to be authenticated Securities for original issue in the aggregate principal amount of up to $175,000,000 and 15,000,000. The Company shall authenticate Exchange deliver to the Trustee prior to the issuance of the Securities for original issue in the aggregate principal amount of up to $175,000,000, in each case upon a written order of the Company in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' Certificate shall specify signed by two Officers specifying the amount of Securities to be authenticated and the date on which the original issue of Securities are is to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000, 15,000,000 except as provided in Section 2.07. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company2.7. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Affiliate of the Company, Company or any of their respective Subsidiariesan Affiliate. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. Each Security Two Officers of the Company shall be signed by at least one Officer sign the Securities for the Company by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory officer of the Trustee manually signs the certificate of authentication on the Security but such Security. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee shall authenticate (i) Initial Securities for original issue on the Issue Date in the aggregate principal amount of up to $175,000,000 and shall authenticate 200,000,000, (ii) Private Exchange Securities from time to time only in exchange for original issue a like principal amount of Initial Securities, (iii) Unrestricted Securities from time to time in exchange for a like principal amount of Initial Securities, or (iv) one or more series of Securities (which may be in the form of Initial Securities) in an aggregate principal amount of not more than the excess of $275,000,000 over the sum of the aggregate principal amount of up to $175,000,000(A) Initial Securities then outstanding, (B) Private Exchange Securities then outstanding and (C) Unrestricted Securities issued in accordance with clause (iii), in each case upon a written order Company Order (an "Authentication Order"). The Authentication Order shall be based upon a Board Resolution of the Company in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance to similar effect filed with the Registration Rights Agreement. The Officers' Certificate Trustee and shall specify the amount of such Securities to be authenticated and the date on which the original issue of such Securities are is to be authenticated. The Authentication Order shall also provide instructions concerning registration, amounts for each Holder and delivery. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000, 275,000,000 except as provided in Section 2.07. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Affiliate of the Company, or any of their respective Subsidiaries. Securities shall be issuable issued only in registered form form, without coupons and only in denominations of $1,000 and any integral multiple thereofthereof All Securities issued under this Indenture shall vote and consent together on all matters as one class and no series of Securities will have the right to vote or consent as a separate class on any matter.

Execution and Authentication. Each Security Two Officers shall be signed by at least sign, or one Officer shall sign and one Officer shall attest to, the Security for the Company by manual or facsimile signature. The Company's seal may be be, but is not required to be, impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that or any office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of this Indenture. The Trustee shall authenticate Initial the Securities for original issue in the aggregate principal amount of up to $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $175,000,000, in each case 185,000,000 upon a written order of the Company in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' Certificate shall specify (i) the amount of Securities to be authenticated and (ii) the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000, 185,000,000 except as provided in Section 2.072.7; provided, that Securities in excess of $160,000,000 -------- shall not be issued other than pursuant to the over-allotment option granted by the Company to the Initial Purchasers as provided in the Purchase Agreement. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Affiliate of the Company, or any of their respective Subsidiaries, and has the same protections under the Indenture. Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. Each Security An Officer shall be signed by at least one Officer sign the Securities for the Company by manual or facsimile signaturesignature attested by the manual or facsimile signature of the Secretary or an Assistant Secretary of the Company. The Company's seal may be impressed, affixed, imprinted Typographic and other minor errors or reproduced on defects in any such facsimile signature shall not affect the Securities validity or enforceability of any Security which has been authenticated and may be in facsimile formdelivered by the Trustee. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such Security. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee shall authenticate Initial and make available for delivery Securities for original issue in the aggregate principal amount of up to $175,000,000 and shall authenticate Exchange Securities for original issue 275 million (plus up to an additional $25 million in the aggregate principal amount issuable upon the exercise of up to $175,000,000, the option described in each case the Purchase Agreement) upon receipt of a written order or orders of the Company in signed by two Officers of the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of Company (a like aggregate principal amount in accordance with the Registration Rights Agreement"Company Order"). The Officers' Certificate Company Order shall specify the amount of Securities to be authenticated authenticated, shall provide that all such Securities will be represented by a Restricted Global Security and the date on which the each original issue of Securities are is to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000275,000,000 plus the amount (up to an additional $25 million) issuable upon exercise of the option in the Purchase Agreement, except as provided in Section 2.072.7. Upon The Trustee shall act as the written order of the Company in the form of an Officers' Certificateinitial authenticating agent. Thereafter, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company, any Company or an Affiliate of the Company, or any of their respective Subsidiaries. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. Each Security One Officer shall be signed by at least one Officer sign the Securities for each of the Company Issuers by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company Issuers shall nevertheless be bound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of this Indenture. The Trustee shall authenticate Initial Securities for original issue in on the date of this Indenture an aggregate principal amount of up to $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $175,000,000500,000,000, in each case upon a Company Order of the Issuers. The written order of the Company in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' Certificate Issuers shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000, except as provided in Section 2.07is unlimited. Upon the written order of the Company in the form of an Officers' CertificateIssuers, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Companyeither Issuer. The Trustee may appoint an authenticating agent acceptable to the Company Issuers to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the CompanyIssuers, any Affiliate of the CompanyIssuers, or any of their respective Subsidiaries. Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. Interest shall be payable in the manner and at the times specified in the form of Securities attached hereto.

Execution and Authentication. Each Security Two Officers of each of the Issuers shall be signed by at least one Officer sign the Securities for each of the Company Issuers by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory officer of the Trustee manually signs the certificate of authentication on the Security but such Security. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee shall authenticate (i) Initial Securities for original issue in the aggregate principal amount original Principal Amount at Maturity of up to $175,000,000 and shall authenticate 237,650,000 in one or more series, (ii) Private Exchange Securities from time to time only in exchange for original issue a like Principal Amount at Maturity of Initial Global Securities as of the date of such exchange and (iii) Unrestricted Securities from time to time only (x) in exchange for a like Principal Amount at Maturity of Initial Securities as of the date of such exchange or (y) in an aggregate Principal Amount at Maturity as of the date of authentication of not more than the excess of $237,650,000 (reduced, if the Cash Interest Election is made, by the aggregate principal amount unaccreted portion of up to $175,000,000the Accreted Value of all Securities then outstanding which would have accreted if no Cash Interest Election had been made) over the sum of the aggregate Principal Amount at Maturity as of the date of authentication of (A) Initial Securities then outstanding, (B) Private Exchange Securities then outstanding and (C) Unrestricted Securities issued in accordance with clause (iii)(x), in each case upon a written order signed by an Officer of each of the Company in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights AgreementIssuers. The Officers' Certificate order shall specify the amount of Securities to be authenticated and the date on which the original issue of Securities are is to be authenticated. The order shall also provide instructions concerning registration, amounts for each Holder and delivery. The aggregate principal amount Principal Amount at Maturity of Securities outstanding at any time may not exceed $175,000,000237,650,000 (reduced, if the Cash Interest Election is made, by the aggregate unaccreted portion of the Accreted Value of all Securities then outstanding which would have accreted if no Cash Interest Election had been made) except as provided in Section 2.07. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Affiliate of the Company, or any of their respective Subsidiaries. Securities shall be issuable issued only in registered form form, without coupons and only in denominations of $1,000 Principal Amount at Maturity and any integral multiple thereof.

Execution and Authentication. Each Security An Officer shall be signed by at least one Officer sign the Securities for the Company by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that or any office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such Security. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee shall authenticate Initial Securities for original issue on the Issue Date in the aggregate principal amount of up $250,000,000 and, at any time and from time to $175,000,000 and time thereafter, the Trustee shall authenticate Exchange Securities for original issue in the an aggregate principal amount of up to $175,000,000, specified in each case upon a written order of the Company in the form of an Officers' ’ Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' ’ Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount authenticated and, in the case of an issuance of Additional Securities outstanding at any time may not exceed $175,000,000pursuant to Section 2.15 after the Issue Date, except as provided shall certify that such issuance is in compliance with Section 2.074.04. Upon the receipt of a written order of the Company in the form of an Officers' ’ Certificate, the Trustee shall authenticate Securities in substitution of for Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Affiliate Company and Affiliates of the Company, or any of their respective Subsidiaries. The Securities shall be issuable only in registered form without coupons in minimum denominations of $1,000 2,000 and any greater integral multiple thereofof $1,000.

Execution and Authentication. Each Security Two Officers shall be signed by at least one Officer sign the Securities for the Company by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such Security. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The aggregate Original Principal Amount of Initial Securities which may be authenticated and delivered under this Indenture is limited to $190,426,000 and the aggregate Original Principal Amount of Additional Securities is limited to $218,371,000, except in each case for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.06. The Securities shall be issued only in registered form without coupons and only in denominations of $1,000 Original Principal Amount and any integral multiple thereof. The Trustee shall initially authenticate and make available for delivery Initial Securities for original issue in the aggregate principal amount Original Principal Amount of up to $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $175,000,000, in each case 190,426,000 upon a written order of the Company in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities receipt of a like aggregate principal amount in accordance with the Registration Rights AgreementCompany Order without any further action. The Officers' Certificate Each Company Order shall specify the amount of Securities to be authenticated authenticated, shall provide that all such Securities be represented by a Global Security and the date on which the each original issue of Securities are is to be authenticated. The Company may, without the consent of the Holders, issue Additional Securities with the same terms and with the same CUSIP number as the Initial Securities in an aggregate principal amount up to $218,371,000. The Trustee shall authenticate Additional Securities thereafter (so long as permitted by the terms of Securities outstanding at any time may not exceed $175,000,000, this Indenture) for original issue upon a Company Order in aggregate Original Principal Amount as specified in such Company Order (except as provided in Section 2.072.06) up to an aggregate Original Principal Amount of $218,371,000. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee Such Additional Securities shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent acceptable have identical terms to the Company Initial Securities except for issuance dates and with respect to authenticate Securities. Unless otherwise provided in interest accruing prior to their date of issuance or prior to the appointmentmost recent Interest Payment Date, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has and will constitute the same rights series as an Agent the Initial Securities for all purposes hereunder, including, without limitation, waiver, amendments, redemptions and offers to deal with the Company, any Affiliate of the Company, or any of their respective Subsidiaries. Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereofpurchase.

Execution and Authentication. Each Security An Officer shall be signed by at least one Officer sign the Securities for the Company by manual or facsimile signaturesignature attested by the manual or facsimile signature of the Secretary or an Assistant Secretary of the Company. The Company's seal may be impressed, affixed, imprinted Typographic and other minor errors or reproduced on defects in any such facsimile signature shall not affect the Securities validity or enforceability of any Security which has been authenticated and may be in facsimile formdelivered by the Trustee. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such Security. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee shall authenticate Initial and make available for delivery Securities for original issue in the aggregate principal amount of up to $175,000,000 and shall authenticate Exchange Securities for original issue 75,000,000 (plus up to an additional $25,000,000 that may be issued pursuant to the exercise of the over-allotment option described in the aggregate principal amount Purchase Agreement) upon receipt of up to $175,000,000, in each case upon a written order or orders of the Company in signed by an Officer of the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of Company (a like aggregate principal amount in accordance with the Registration Rights Agreement"Company Order"). The Officers' Certificate Company Order shall specify the amount of Securities to be authenticated authenticated, shall provide that all such Securities will be represented by a Restricted Global Security and the date on which the each original issue of Securities are is to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,00075,000,000, except as provided above and in Section 2.072.7. Upon The Trustee shall act as the written order of the Company in the form of an Officers' Certificateinitial authenticating agent. Thereafter, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company, any Company or an Affiliate of the Company, or any of their respective Subsidiaries. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. Each Security An Officer shall be signed by at least one Officer sign the Securities for the Company Issuer by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that or any office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such Security. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee shall authenticate Initial Other than the Securities for original issue authenticated and delivered under this Indenture on the Issue Date in the aggregate principal amount of up $450,000,000, at any time and from time to $175,000,000 and time thereafter, the Trustee shall authenticate Exchange Securities for original issue in the an aggregate principal amount of up to $175,000,000, specified in each case upon a written order of the Company Issuer in the form of an Officers' ’ Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' ’ Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount authenticated and, in the case of an issuance of Additional Securities outstanding at any time may not exceed $175,000,000pursuant to Section 2.15 after the Issue Date, except as provided shall certify that such issuance is in compliance with Section 2.074.04. Upon the receipt of a written order of the Company Issuer in the form of an Officers' ’ Certificate, the Trustee shall authenticate Securities in substitution of for Securities originally issued to reflect any name change of the CompanyIssuer. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Affiliate Issuer and Affiliates of the Company, or any of their respective SubsidiariesIssuer. The Securities shall be issuable only in registered form without coupons in minimum denominations of $1,000 2,000 and any greater integral multiple thereof.of $1,000. On the Acquisition Date, the Issuer and the Trustee will enter into a supplemental indenture substantially in the form of Annex A.

Execution and Authentication. Each Security Two Officers, or an Officer and an Assistant Secretary, shall be signed by at least sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such Security. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee shall authenticate Initial (i) Series A Securities for original issue in the aggregate principal amount of up not to exceed $175,000,000 200,000,000 and shall authenticate Exchange (ii) Series B Securities from time to time only in exchange for original issue in the aggregate a like principal amount of up to $175,000,000Series A Securities, in each case upon a written order of the Company in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' Certificate shall specify the amount of Securities to be authenticated authenticated, the series of Securities and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000200,000,000, except as provided in Section 2.07. Upon the receipt of a written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of for Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Affiliate Company and Affiliates of the Company, or any of their respective Subsidiaries. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. Each Security An Officer shall be signed by at least one Officer sign the Securities for the Company Issuer by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that or any office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such Security. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee shall authenticate Initial Securities for original issue on the Issue Date in the aggregate principal amount of up €250,000,000 and, at any time and from time to $175,000,000 and time thereafter, the Trustee shall authenticate Exchange Additional Securities for original issue in the an aggregate principal amount of up to $175,000,000, specified in each case upon a written order of the Company Issuer in the form of an Officers' Officer’s Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' Officer’s Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount authenticated and, in the case of an issuance of Additional Securities outstanding at any time may not exceed $175,000,000pursuant to Section 2.16, except as provided after the Issue Date, shall certify that such issuance is in compliance with Section 2.074.04. Upon the receipt of a written order of the Company Issuer in the form of an Officers' Officer’s Certificate, the Trustee shall authenticate Securities in substitution of for Securities originally issued to reflect any name change of the CompanyIssuer. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Affiliate Issuer and Affiliates of the Company, or any of their respective SubsidiariesIssuer. The Securities shall be issuable only in registered form without coupons in minimum denominations of $€100,000 and in integral multiples of €1,000 and any integral multiple thereof(the “Minimum Denominations Requirement”).

Execution and Authentication. Each Security Two Officers shall be signed by at least one Officer for execute the Securities on behalf of the Company by either manual or facsimile signature. The Company's seal may shall be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer a Person whose signature is on a Security was as an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such Security. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee shall authenticate Initial Series C Securities for original issue in the an aggregate principal amount at maturity not to exceed $45,000,000, upon receipt of up an Officers' Certificate of the Company. In addition, on or prior to $175,000,000 and the date of the Registered Exchange Offer, the Trustee or an authenticating agent shall authenticate Exchange Securities for original issue Notes (including any Private Exchange Notes (as defined in the Registration Rights Agreement) which will be in the form of Exhibit A-2 but which shall have the restrictive legend contained in Exhibit A- 1) to be issued at the time of the Registered Exchange Offer in the aggregate principal amount at maturity of up to $175,000,000, in each case 45,000,000 upon a written order receipt of an Officer's Certificate of the Company in Company. In each case, the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' Certificate shall specify the amount of Securities to be authenticated authenticated, the names of the Persons in which such Securities shall be registered and the date on which the such Securities are to be authenticatedauthenticated and shall be signed by two Officers directing the Trustee to authenticate such Securities and certifying that all conditions precedent to the issuance of such Securities contained herein have been complied with. The aggregate principal amount at maturity of Securities outstanding at any time may not exceed $175,000,000, 45,000,000 except (x) as provided in Section 2.07. Upon the written order of the Company 2.7 or (y) as required by Section 2.17 to give effect to an increase in the form of Interest Rate in an Officers' CertificateEquity Sale has not been consummated on or prior to May 15, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company1997. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An Such authenticating agent has shall have the same authenticating rights and duties as an Agent to deal the Trustee in any dealings hereunder with the Company, Company or with any Affiliate of the Company, or any of their respective Subsidiaries. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiple thereof. Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global securities in registered form, substantially in the form set forth in Exhibit A-1, deposited with the Trustee, as custodian for the Depository, and shall bear the legend set forth on Exhibit B ("Global Securities"). The aggregate principal amount of any Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities offered and sold in reliance on any exemption from registration under the Securities Act other than as described in the preceding paragraph shall be issued, and Securities offered and sold in reliance on Rule 144A may be issued, in the form of certificated Securities in registered form in substantially the form set forth in Exhibit A-1 (the "Physical Securities").

Execution and Authentication. Each Security One or more Officers of each of the Issuers shall be signed by at least one Officer sign the Securities for the Company such Issuer by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such Security. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee shall authenticate and make available for delivery (1) Initial Securities for original issue in the an aggregate principal amount of up to $175,000,000 150,000,000 and shall authenticate (2) Exchange Securities for original issue only in a Registered Exchange Offer, pursuant to the aggregate Exchange and Registration Rights Agreement, for Initial Securities for a like principal amount of up to $175,000,000Initial Securities exchanged pursuant thereto, in each case upon a written order of the Issuers signed by two Officers of the Company in the form and two Officers of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights AgreementSFG Capital. The Officers' Certificate Such order shall specify the amount of the Securities to be authenticated and authenticated, the date on which the original issue of Securities is to be authenticated and whether the Securities are to be authenticatedInitial Securities or Exchange Securities. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000, 150,000,000 except as provided in Section 2.07. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuers to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by an authorized officer of the Trustee, a copy of which shall be furnished to the Issuers. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company, any Affiliate or agent for service of the Company, or any of their respective Subsidiaries. Securities shall be issuable only in registered form without coupons in denominations of $1,000 notices and any integral multiple thereofdemands.

Execution and Authentication. Each Security Two Officers of the Company shall be signed by at least one Officer sign each Note for the Company by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but Note no longer holds that office at the time the Trustee authenticates the SecurityNote is authenticated, the Security shall be valid nevertheless and the Company Note shall nevertheless be bound by valid. Each Subsidiary Guarantor shall execute the terms of Subsidiary Guarantee in the Securities and this Indenturemanner set forth in Section 10.04. A Security Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs Trustee, and the certificate of authentication on the Security but such Trustee's signature shall be conclusive evidence that the Security Note has been authenticated pursuant to the terms of under this Indenture. The Trustee shall authenticate Initial Securities for original issue in the aggregate principal amount of up to $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $175,000,000, in each case upon a written order of the Company in the form of an Officers' Certificate; provided that such Exchange Securities Trustee's certificate of authentication to be borne by the Notes shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount substantially as set forth in accordance with the Registration Rights Agreement. The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000, except as provided in Section 2.07. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. Exhibit A. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate SecuritiesNotes. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the CompanyCompany or any of its Affiliates. The Trustee shall authenticate Notes for original issue in the aggregate principal amount of $110,000,000 upon receipt of (i) a written order of the Company specifying the amount of Notes to be authenticated and the date on which the Notes are to be authenticated and (ii) an Officers' Certificate and an Opinion of Counsel, each complying with Section 314(c) of the TIA. The aggregate principal amount of Notes outstanding at any Affiliate time may not exceed $110,000,000, except as provided in Section 2.07. Upon receipt of a written order of the Company, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Company. of outstanding Notes represented thereby shall be made by the Trustee or any the Notes Custodian, at the direction of their respective Subsidiariesthe Trustee, in accordance with instructions given by the Holder thereof. Securities The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. Each Security Two Officers, or an Officer and an Assistant Secretary, shall be signed by at least sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on Each Guarantor shall execute the Securities and may be Guarantee in facsimile formthe manner set forth in Section 11.07. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturevalid. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such Security. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee shall authenticate Initial Securities for original issue in the aggregate principal amount of up to $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount 90,000,000 upon receipt of up to $175,000,000, in each case upon a written order of the Company in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,00090,000,000, except as provided in Section 2.07. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. Series B Notes may be issued only in exchange for a like principal amount of Series A Notes pursuant to an Exchange Offer. Subject to Section 2.13, the principal and interest on Book-Entry Securities shall be payable to the Depository or its nominee, as the case may be, as the sole registered owner and the sole holder of the Book-Entry Securities represented thereby. Except as otherwise provided in Section 4.3 of the Purchase Agreement and Section 2.13, the principal and interest on Securities in certificated form shall be payable at the office or agency of the Company maintained for such purpose in the Borough of Manhattan in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose; provided, however, that at the option of the Company interest may be paid by check mailed to the addresses of the persons entitled thereto as such addresses shall appear with either the Registrar or Paying Agent. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Affiliate Company and Affiliates of the Company, or any of their respective Subsidiaries. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof.. If the Securities are to be issued 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 (each having an executed Guarantee endorsed thereon) that (i) shall represent and shall be in minimum denominations of $1,000 or in the approximate equivalent amount, (ii) shall be registered in the name of the Depository for such Global Security or Securities or the nominee of such Depository, (iii) shall be delivered by the Trustee to such Depository or pursuant to such Depository's instructions and (iv) shall bear the legend set forth in Exhibit C.

Execution and Authentication. Each Security Two Officers shall be signed by at least sign, or one Officer shall sign and one Officer shall attest to, the Security for the Company by manual or facsimile signature. The Company's seal may shall be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of this Indenture. The Trustee shall authenticate Initial the Securities for original issue in the aggregate principal amount of up to $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $175,000,000, in each case 97,750,000 upon a written order of the Company in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,00097,750,000, except as provided in Section 2.072.7; provided, that Securities in excess of $85,000,000 shall not be issued other than pursuant to the over-allotment option granted by the Company to the Initial Purchasers as provided in the Purchase Agreement. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Affiliate of the Company, or any of their respective Subsidiaries. Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. Each Security An Officer shall be signed by at least one Officer sign the Securities for the Company Issuer by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that or any office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such Security. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee shall authenticate Initial Securities for original issue on the Issue Date in the aggregate principal amount of up $500,000,000 and, at any time and from time to $175,000,000 and time thereafter, the Trustee shall authenticate Exchange Additional Securities for original issue in the an aggregate principal amount of up to $175,000,000, specified in each case upon a written order of the Company Issuer in the form of an Officers' Officer’s Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' Officer’s Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount authenticated and, in the case of an issuance of Additional Securities outstanding at any time may not exceed $175,000,000pursuant to Section 2.15, except as provided after the Issue Date, shall certify that such issuance is in compliance with Section 2.074.04. Upon the receipt of a written order of the Company Issuer in the form of an Officers' Officer’s Certificate, the Trustee shall authenticate Securities in substitution of for Securities originally issued to reflect any name change of the CompanyIssuer. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Affiliate Issuer and Affiliates of the Company, or any of their respective SubsidiariesIssuer. The Securities shall be issuable only in registered form without coupons in minimum denominations of $2,000 and in integral multiples of $1,000 and any integral multiple thereof(the “Minimum Denominations Requirement”).

Execution and Authentication. Each Security One duly authorized Officer shall be signed by at least one Officer sign the Securities for the Company by manual or facsimile signature. The Company's seal may A Security’s validity shall not be impressed, affixed, imprinted or reproduced on affected by the Securities and may be in facsimile form. If failure of an Officer whose signature is on a such Security was an Officer at the time of such execution but no longer holds that office to hold, at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall be valid nevertheless and same office at the Company shall nevertheless be bound by the terms of the Securities and this IndentureCompany. A Security shall not be valid until an authorized signatory duly authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the Security but such Trustee. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Upon a written order of the Company signed by one Officer of the Company, the Trustee shall authenticate Initial Securities for original issue in the aggregate principal amount of up $100,000,000 and such additional principal amount, if any, as shall be determined pursuant to $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate next sentence of this Section 2.02. Upon receipt by the Trustee of an Officer’s Certificate stating that the Initial Purchaser has elected to purchase from the Company a specified principal amount of up Option Securities, not to exceed $175,000,00015,000,000, in each case pursuant to the Option, the Trustee shall authenticate and deliver such specified principal amount of Option Securities to or upon a the written order of the Company signed as provided in the form of an Officers' Certificate; provided that immediately preceding sentence. Such Officer’s Certificate must be received by the Trustee not later than the proposed date for delivering such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticatedOption Securities. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000115,000,000, subject to the immediately succeeding paragraph and except as provided for Securities authenticated and delivered in lieu of mutilated, lost, destroyed or stolen Securities pursuant to Section 2.07. The Company may, without the consent of Holders of the Securities, increase the aggregate principal amount of Securities by issuing additional Securities (“Additional Securities”) in an unlimited aggregate principal amount in the future on the same terms and conditions, except for any difference in the issue price and interest accrued prior to the issue date of the Additional Securities, and with the same CUSIP number as the Securities issued hereunder; provided that if such Additional Securities are not fungible with the Securities issued hereunder for U.S. federal income tax purposes, such Additional Securities will have a separate CUSIP number. The Securities initially issued hereunder and any such Additional Securities shall rank equally and ratably and shall be treated as a single series of debt securities for all purposes under this Indenture. Upon the (1) a written order of the Company in signed by two (2) Officers or by an Officer and an Assistant Treasurer of the form Company, (2) Officer’s Certificate and (3) Opinion of an Officers' CertificateCounsel, the Trustee shall authenticate Securities in substitution of Securities originally not bearing the Security Private Placement Legend to be issued to reflect any name change of the Companytransferees when sold pursuant to an effective registration statement under the Securities Act as set forth in Section 2.16(B). The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent so appointed has the same rights as an a Securities Agent to deal with the Company, any Affiliate of the Company, or any of their respective SubsidiariesCompany and its Affiliates. The Securities shall be issuable only in registered form without interest coupons and only in denominations of $1,000 principal amount and any integral multiple thereof.

Execution and Authentication. Each Security Two Officers of the Company shall be signed by at least one Officer sign the Securities for the Company by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory officer of the Trustee manually signs the certificate of authentication on the Security but such Security. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee shall authenticate (i) Initial Securities for original issue on the Issue Date in the aggregate principal amount of up to $175,000,000 and shall authenticate 75,000,000, (ii) Private Exchange Securities from time to time only in exchange for original issue a like principal amount of Initial Securities, (iii) Unrestricted Securities from time to time in exchange for a like principal amount of Initial Securities, or (iv) one or more series of Securities (which may be in the form of Initial Securities) in an aggregate principal amount of not more than the excess of $150,000,000 over the sum of the aggregate principal amount of up to $175,000,000(A) Initial Securities then outstanding, (B) Private Exchange Securities then outstanding and (C) Unrestricted Securities issued in accordance with clause (iii), in each case upon a written order Company Order (an "Authentication Order"). The Authentication Order shall be based upon a Board Resolution of the Company in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance to similar effect filed with the Registration Rights Agreement. The Officers' Certificate Trustee and shall specify the amount of such Securities to be authenticated and the date on which the original issue of such Securities are is to be authenticated. The Authentication Order shall also provide instructions concerning registration, amounts for each Holder and delivery. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000, 150,000,000 except as provided in Section 2.07. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Affiliate of the Company, or any of their respective Subsidiaries. Securities shall be issuable issued only in registered form form, without coupons and only in denominations of $1,000 and any integral multiple thereofthereof All Securities issued under this Indenture shall vote and consent together on all matters as one class and no series of Securities will have the right to vote or consent as a separate class on any matter.

Execution and Authentication. Each Security Two Officers shall be signed sign the Securities for each of the Issuers by at least one Officer for the Company by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such Security. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee shall authenticate Initial Securities for original issue in the aggregate principal amount of up to $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $175,000,000200,000,000, in each case upon a written order signed by two Officers or by an Officer and an Assistant Treasurer or Assistant Secretary of each of the Company in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights AgreementIssuers. The Officers' Certificate order shall specify the amount of Securities to be authenticated and the date on which the original issue of Securities are is to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000, 200,000,000 except as provided in Section 2.07. Upon the written order of the Company The Securities shall initially be issued in the form of an Officers' Certificateone or more permanent Global Securities, substantially in the Trustee form set forth in Exhibit A. Global Securities shall authenticate Securities be registered in substitution the name of Securities originally issued to reflect any name change a nominee of the Company. The Trustee may appoint an authenticating agent acceptable to Depository and deposited with the Trustee, at its principal operations office in St. Paul, Xxnnesota, in its capacity as Securities Custodian, duly executed by the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication and authenticated by the Trustee includes authentication by as hereinafter provided. Each Global Security shall evidence such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Affiliate of the Companyoutstanding Securities as shall be specified therein and each shall provide that it shall evidence the aggregate principal amount of outstanding Securities from time to time endorsed thereon, and that the aggregate principal amount of outstanding Securities represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges, redemptions, and other similar transactions. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the amount of their respective Subsidiariesoutstanding Securities represented thereby shall be made by the Trustee or the Securities Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. Each Security An Officer shall be signed by at least one Officer sign the Securities for the Company by manual or facsimile signaturesignature attested by the manual or facsimile signature of the Secretary or an Assistant Secretary of the Company. The Company's seal may be impressed, affixed, imprinted Typographic and other minor errors or reproduced on defects in any such facsimile signature shall not affect the Securities validity or enforceability of any Security which has been authenticated and may be in facsimile formdelivered by the Trustee. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such Security. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee shall authenticate Initial and make available for delivery Securities for original issue in the aggregate principal amount of up to $175,000,000 and shall authenticate Exchange Securities for original issue 250 million (plus up to an additional $50 million in the aggregate principal amount issuable upon the exercise of up to $175,000,000, the option described in each case the Purchase Agreement) upon receipt of a written order or orders of the Company in signed by two Officers of the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of Company (a like aggregate principal amount in accordance with the Registration Rights Agreement"Company Order"). The Officers' Certificate Company Order shall specify the amount of Securities to be authenticated authenticated, shall provide that all such Securities will be represented by a Restricted Global Security and the date on which the each original issue of Securities are is to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000300,000,000, except as provided in Section 2.072.7. Upon The Trustee shall act as the written order of the Company in the form of an Officers' Certificateinitial authenticating agent. Thereafter, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company, any Company or an Affiliate of the Company, or any of their respective Subsidiaries. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. Each Security Two Officers, or an Officer and an Assistant Secretary, shall be signed by at least sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such Security. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee shall authenticate Initial Securities for original issue in the aggregate principal amount of up not to exceed $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $175,000,000, in each case 100,000,000 upon a written order of the Company in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' Certificate shall specify the amount of Securities to be authenticated authenticated, the series of Securities and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000100,000,000, except as provided in Section 2.07. Upon the receipt of a written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of for Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Affiliate Company and Affiliates of the Company, or any of their respective Subsidiaries. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. Each Security Two Officers shall be signed by at least one Officer sign the Securities for the Company by manual or facsimile signature. The Company's seal may shall be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturevalid. A Security shall not be valid until an authorized signatory executed on behalf of the Company and authenticated by the manual signature of the Trustee, if upon original issuance, or manual signature of the Trustee manually signs or an authenticating agent appointed pursuant to this Section 2.2 if other than upon original issuance. The signature of the certificate Trustee or of authentication on the Security but such signature an authenticating agent shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee shall authenticate Initial Securities for original issue in the aggregate principal amount of up not more than $25,000,000 pursuant to $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $175,000,000, in each case upon a written order of the Company in signed by two Officers directing the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon Trustee to authenticate the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights AgreementSecurities. The Officers' Certificate order shall specify the amount of Securities to be authenticated authenticated, the rate of interest to be paid and the date on upon which the original issue of Securities are is to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,00025,000,000, except as provided in Section 2.072.8. Upon On or immediately after the consummation of a registered exchange offer ("Registered Exchange Offer") pursuant to the Registration Rights Agreement by and among the Company and each of the purchasers identified on Schedule I thereto (the "Initial Purchasers") dated as of January 14, 1994 (as amended and in effect from time to time, the "Registration Rights Agreement"), the Trustee shall authenticate new securities ("New Securities") for original issue in the aggregate principal amount of not more than $25,000,000, less the principal amount of any Securities which are not surrendered in the Registered Exchange Offer, pursuant to a written order of the Company signed by two Officers directing the Trustee to authenticate the New Securities. The New Securities shall be identical in all material respects to the Securities except that the New Securities will be registered under the Securities Act, shall not bear the transfer restrictions set forth on the face of the form of an Officers' Certificate, Securities and shall not contain the interest rate step-up provision set forth in paragraph 18 of the Securities. The order to the Trustee shall authenticate specify the amount of New Securities in substitution to be authenticated, the rate of interest to be paid and the date upon which the original issue of New Securities pursuant to the Registered Exchange Offer is to be authenticated and shall further provide instructions concerning registration, amounts for each Holder and delivery. The aggregate principal amount of New Securities outstanding at any time may not exceed $25,000,000, less the aggregate principal amount of Securities originally issued to reflect any name change of the Companyoutstanding, if any, except as provided in Section 2.8. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. An authenticating agent may authenticate Securities on behalf of the Trustee, except upon original issuance and pursuant to Section 2.7. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any a Subsidiary or an Affiliate of the Company, or any of their respective Subsidiaries. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 100,000 and any integral multiple multiples thereof.

Execution and Authentication. Each Security An Officer (who shall, in case, not being a managing director, have been duly authorized by all requisite corporate actions) shall be signed by at least one Officer sign the Securities for the Company by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such Security. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee shall authenticate Initial (i) Series A Securities for original issue in the an aggregate principal amount of up not to $175,000,000 exceed Euro 225,000,000 and shall authenticate Exchange (ii) Series B Securities from time to time only in exchange for original issue in the aggregate a like principal amount of up to $175,000,000Series A Securities in accordance with the Registration Rights Agreement, in each case upon a written order of the Company in the form of an Officers' Officer's Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' Officer's Certificate shall specify the amount of Securities to be authenticated authenticated, the series of Securities and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000Euro 225,000,000, except as provided in Section 2.07. Upon the receipt of a written order of the Company in the form of an Officers' Officer's Certificate, the Trustee shall authenticate Securities in substitution of for Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Affiliate Company and Affiliates of the Company, or any of their respective Subsidiaries. The Securities shall be issuable only in registered form without coupons in denominations of $Euro 1,000 and any integral multiple thereof.

Execution and Authentication. Each Security One Officer shall be signed by at least one Officer sign the Securities for the Company by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs authenticates the certificate Security. The signature of authentication the Trustee on the a Security but such signature shall be conclusive evidence that the such Security has been duly and validly authenticated pursuant to the terms of and issued under this Indenture. The Trustee shall authenticate and deliver: (i) Initial Securities for original issue in the an aggregate principal amount of up to $175,000,000 152,000,000 (ii) if and shall authenticate when issued, the Additional Securities (which may be in the form of Initial Securities or in the form of Exchange Securities) and (iii) Exchange Securities for original issue only in a registered exchange offer pursuant to the aggregate Registration Rights Agreement, and only in exchange for Initial Securities or Additional Securities of an equal principal amount of up to $175,000,000amount, in each case upon a written order of the Company in signed by one Officer of the form of Company (an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement“Authentication Order”). The Officers' Certificate Such Authentication Order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and whether the Securities are to be authenticatedInitial Securities, Additional Securities or Exchange Securities. The aggregate Company may issue Additional Securities under this Indenture subsequent to the Issue Date in an unlimited principal amount amount, provided that such issuance does not violate any provision of Securities outstanding at any time may not exceed $175,000,000, except as provided in Section 2.07. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Companythis Indenture. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Affiliate of the Company, or any of their respective Subsidiaries. Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. Each Security An Officer of the Issuer shall be signed by at least one Officer sign the Securities for the Company Issuer by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities signature and may be in facsimile formimprinted or otherwise reproduced. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs authenticates the certificate Security. The signature of authentication the Trustee on the a Security but such signature shall be conclusive evidence that the such Security has been duly and validly authenticated pursuant and issued under this Indenture. At any time and from time to time after the terms execution and delivery of this Indenture. The , the Trustee shall authenticate and make available for delivery: (1) Initial Securities for original issue on the Issue Date in the an aggregate principal amount of up to $175,000,000 and shall authenticate Exchange 750.0 million, (the "Original Securities"), (2) any Additional Securities for original issue from time to time after the Issue Date in the aggregate such principal amounts as set forth in Section 2.16 and (3) any Exchange Securities for issue only in exchange for a like principal amount of up to $175,000,000Initial Securities, in each case upon a written order of the Company in Issuer signed by two Officers of the form Issuer or by one Officer and an Assistant Treasurer or Assistant Secretary of the Issuer (an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement"Issuer Order"). The Officers' Certificate Such Issuer Order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and whether the Securities are to be authenticatedInitial Securities or Exchange Securities. The initial aggregate principal amount of Securities outstanding at any notes which may be authenticated and delivered under this Indenture is limited to $750.0 million. Additionally, the Issuer may from time may not exceed $175,000,000to time, except as provided in Section 2.07. Upon the written order without notice to or consent of the Company Holders, issue such additional principal amounts of Additional Securities as may be issued and authenticated pursuant to clause (2) of this paragraph, and Securities authenticated and delivered upon registration or transfer of, or in the form of an Officers' Certificateexchange for, the Trustee shall authenticate or in lieu of, other Securities in substitution of Securities originally issued to reflect any name change of the Companysame class pursuant to Section 2.6, Section 2.10, Section 2.11, Section 3.6, Section 9.5 and except for transactions similar to the Registered Exchange Offer. The Trustee may appoint an authenticating agent (the "Authenticating Agent") reasonably acceptable to the Company Issuer to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has In case the same rights Issuer or the Guarantor, in each case pursuant to Article V, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuer or the Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto (if not otherwise a party to the Indenture) with the CompanyTrustee pursuant to Article V, any Affiliate of the CompanySecurities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or any other disposition may, from time to time, at the request of their respective Subsidiariesthe successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Issuer Order of the successor Person, shall authenticate and deliver Securities as specified in such order for the purpose of such exchange. If Securities shall at any time be issuable only authenticated and delivered in registered form any new name of a successor Person (if other than the Issuer or the Guarantor) pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person (if other than the Issuer or the Guarantor), at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Securities at the time outstanding for Securities authenticated and delivered in denominations of $1,000 and any integral multiple thereofsuch new name.

Execution and Authentication. Each Security Two Officers of the Company shall be signed by at least sign the Securities on behalf of the Company, and one Officer for of each Guarantor shall sign the Company notation on the Securities relating to the Guarantee of such Guarantor on behalf of such Guarantor, in each case by manual or facsimile signature. The Company's seal may shall be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile formSecurities. If an Officer of the Company or any Guarantor whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such signature and the Guarantee. These signatures shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. Each Security shall be dated the date of its authentication. The Trustee shall authenticate Initial Securities (i) the Series A Notes for original issue in up to the aggregate principal amount of up $135,000,000 and (ii) the Series B Notes from time to $175,000,000 and shall authenticate Exchange Securities time for original issue only in the aggregate exchange for a like principal amount of up to $175,000,000Series A Notes, in each case case, upon a written order of the Company in signed by two Officers of the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' Certificate Company, which written order shall specify (x) the amount of Securities to be authenticated and the date on which authenticated, (y) whether the Securities are Series A Notes or Series B Notes and (z) the amount of Securities to be authenticatedissued in global form or definitive form. The Subject to Section 2.7, the aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000, except as provided in Section 2.07135,000,000. Upon Each Security authenticated for original issuance shall bear the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the CompanyRestricted Legend. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so, except on original issuance. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentagent and each reference to authentication of the Securities includes authentication of the Guarantee. An authenticating agent has the same rights as an Agent to deal with the Company, any Affiliate of the Company, Company or any of their respective Subsidiariesits Affiliates. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. Each Security The Chief Executive ---------------------------- Officer, President or any Vice President of the Issuer shall sign the Securities for the Issuer. The Issuer's seal shall be signed by at least one Officer for the Company by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile formform and shall be attested by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer of the Issuer. The signatures required by this paragraph may be by manual or facsimile signature. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall be valid nevertheless and the Company nevertheless. No Security shall nevertheless be bound entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated by the terms manual signature of the Securities and this Indenture. A Security shall not be valid until an a duly authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such Trustee. This signature shall be conclusive evidence evidence, and the only evidence, that the Security has been authenticated pursuant under this Indenture and is entitled to the terms of this Indenturebenefits hereunder. The Trustee shall authenticate Initial and deliver Securities for original issue issue, in the aggregate principal amount of up not more than $120,000,000, pursuant to $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $175,000,000, in each case upon a written order of the Company in Issuer signed by an Officer of the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights AgreementIssuer. The Officers' Certificate order shall specify the amount of Securities to be authenticated and the date on upon which the original issue of Securities are is to be authenticated. The aggregate principal amount of Securities which may be outstanding at any time pursuant to this Indenture may not exceed $175,000,000120,000,000, except as provided in Section 2.07. Upon With the written order approval of the Company in the form of an Officers' CertificateIssuer, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Affiliate of the Company, or any of their respective SubsidiariesIssuer. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiple multiples thereof.

Execution and Authentication. Each Security Two Officers shall be signed by at least one Officer sign the Securities for the Company by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such Security. The signature shall be conclusive evidence that the Security has been authenticated pursuant under this Indenture. At any time and from time to time after the terms execution and delivery of this Indenture, the Company may deliver Securities executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities; and the Trustee in accordance with such Company Order shall authenticate and deliver such Securities as provided in this Indenture and not otherwise. The Trustee shall authenticate and make available for delivery upon a Company Order (i) Initial Securities Notes for original issue on the date hereof in the an aggregate principal amount of $175,000,000, (ii) subject to Section 4.03, Additional Notes in an aggregate principal amount of up to $175,000,000 100,000,000 and shall authenticate (iii) Exchange Securities Notes for original issue in the aggregate only pursuant to a Registration Rights Agreement and for Initial Notes for a like principal amount of up to $175,000,000, in each case upon a written order of the Initial Notes exchanged pursuant thereto. Such Company in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' Certificate Order shall specify the amount of the Securities to be authenticated and authenticated, the date on which the original issue of Securities is to be authenticated and whether the Securities are to be authenticatedInitial Notes, Additional Notes or Exchange Notes. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000275,000,000, except as provided in Section 2.07. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company2.06. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company, any Affiliate or agent for service of the Company, or any of their respective Subsidiaries. Securities shall be issuable only in registered form without coupons in denominations of $1,000 notices and any integral multiple thereofdemands.

Execution and Authentication. Each Security Two Officers shall be signed by at least sign, or one Officer shall sign and one Officer shall attest to, the Security for the Company by manual or facsimile signature. The Company's seal may be be, but is not required to be, impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that or any office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of this Indenture. The Trustee shall authenticate Initial the Securities for original issue in the aggregate principal amount of up to $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $175,000,000, in each case 115,000,000 upon a written order of the Company in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' Certificate shall specify (i) the amount of Securities to be authenticated and (ii) the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000, 115,000,000 except as provided in Section 2.072.7; provided, that Securities in excess of $100,000,000 shall not be issued other than pursuant to the over-allotment option granted by the Company to the Underwriters as provided in the Underwriting Agreement. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Affiliate of the Company, or any of their respective Subsidiaries, and has the same protections under the Indenture. Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. Each Security Two Officers shall be signed by at least sign, or one Officer officer shall sign and one officer shall attest to, the Securities for the Company by manual or facsimile signature. The Company's seal may shall be impressed, affixed, imprinted imprinted, or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security Security, but such signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of this Indenture. The Trustee shall authenticate Initial Securities for original issue in the aggregate principal amount of up to $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $175,000,000, in each case 30,000,000 upon a written order of the Company in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,00030,000,000, except as provided in Section 2.072.8. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Affiliate of the Company, Company or any of their respective Subsidiaries. Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. Each Security Two Officers shall be signed by at least one Officer for execute the Securities on behalf of the Company by either manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted Securities bearing the manual or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer of individuals who were at the time of such execution but no longer holds that office at the any time the Trustee authenticates the Security, the Security shall be valid nevertheless and proper Officers of the Company shall nevertheless be bound bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices on the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company many deliver Securities executed by the terms Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities; and the Trustee in accordance with such Company Order shall authenticate and deliver such Securities as provided in this Indenture and this Indenturenot otherwise. A Security shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but Security. The Trustee's signature on such signature certificate shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee shall authenticate Initial Securities for original issue in the an aggregate principal amount not to exceed $525,000,000, upon receipt of up a Company Order. In addition, on or prior to $175,000,000 and the date of the Registered Exchange Offer, the Trustee or an authenticating agent shall authenticate Exchange Securities for original issue (including any Private Exchange Securities which will be in the form of Exhibit A-2 but which shall have the restrictive legend contained in Exhibit A-1) to be issued at the time of the Registered Exchange Offer in the aggregate principal amount of up to $175,000,000, in each case 525,000,000 upon receipt of a written order Company Order of the Company. In each case, the Company in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' Certificate Order shall specify the amount of Securities to be authenticated authenticated, the names of the persons in which such Securities shall be registered and the date on which the such Securities are to be authenticatedauthenticated and direct the Trustee to authenticate such Securities together with an Officer's Certificate certifying that all conditions precedent to the issuance of such Securities contained herein have been complied with. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000525,000,000, except as provided in Section 2.07. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company3.04 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate SecuritiesSecurities on behalf of the Trustee. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An Such authenticating agent has shall have the same authenticating rights and duties as an Agent to deal the Trustee in any dealings hereunder with the Company, Company or with any Affiliate of the Company. The certificates representing the Securities will be issued in fully registered form, or any of their respective Subsidiaries. Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiple thereof.. Except as described below, the Securities will be deposited with, or on behalf of, the Depository, and registered in the name of Cede & Co. as the Depository's nominee in the form of a global note certificate substantially in the form of Exhibit A-1 (the "Global Security"). Securities purchased by or transferred to (i) Institutional Accredited Investors who are not Qualified Institutional Buyers, (ii) except as described below, persons outside the United States pursuant to sales in accordance with Regulation S under the Securities Act or (iii) any other persons who are not Qualified Institutional Buyers (collectively, "Non-Global Purchasers") will be issued in registered form without coupons substantially in the form of Exhibit A-1 (the "U.S. Physical Securities"). Upon the transfer to a Qualified Institutional Buyer of U.S. Physical Securities initially issued to a Non-Global Purchaser, such U.S. Physical Security will be exchanged for an interest in the Global Security or in the Securities in the custody of the Trustee representing the principal amount of Securities being transferred. Securities purchased by persons outside the United States pursuant to sales in accordance with Regulation S under the Securities Act will be represented upon issuance by a temporary global note certificate substantially in the form of Exhibit A-1 (the "Offshore Physical Securities" and, together with the U.S. Physical Securities, the "Physical Securities") which will not be exchangeable for U.S. Physical Securities until the expiration of the "40-day restricted period" within the meaning of Rule 903(c)(3) of Regulation S under the Securities Act. The Offshore Physical Securities will be registered in the name of, and be held by, an offshore physical security holder (the "Offshore Physical Security Holder") until the expiration of such 40-day period, at which time the Offshore Physical Securities will be delivered to the Trustee in exchange for Securities registered in the names requested by the Offshore Physical Security Holder. In addition, until the expiration of such 40-day period, transfers of interests in the Offshore Physical Securities can only be effected through the Offshore Physical Security Holder in accordance with the requirements of Section 3.17 hereof. 40 -33-

Execution and Authentication. Each Security shall be signed by at least one Officer Two Officers must sign the Securities for the Company by manual manual, facsimile or facsimile electronic (including “.pdf”) signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Securitya Security is authenticated, the Security shall be valid nevertheless and the Company shall will nevertheless be bound by the terms of the Securities and this Indenturevalid. A Security shall will not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the Security but such Trustee. The signature shall will be conclusive evidence that the Security has been authenticated pursuant under this Indenture. The Trustee will, upon receipt of a written order of the Company signed by an Officer (an “Authentication Order”), authenticate (i) Securities for original issue that may be validly issued under this Indenture up to the aggregate principal amount of the Initial Notes and (ii) subject to the terms of this Indenture. The Trustee shall authenticate Initial , any PIK Securities for original issue in the an aggregate principal amount of up to $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $175,000,000, in each case upon a written order of the Company in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' Certificate shall specify the amount of Securities to be authenticated determined at the time of issuance and the date on which the Securities are to be authenticatedspecified therein. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000the aggregate principal amount of Securities authorized for issuance by the Company pursuant to one or more Authentication Orders, except as provided in Section 2.072.07 hereof. Upon Such Authentication Orders shall specify the written order principal amount of the Company in the form of an Officers' CertificateSecurities to be authenticated, the Trustee shall authenticate date on which the Securities in substitution are to be authenticated, the number of separate Securities originally issued certificates to reflect any name change be authenticated, the registered Holder of the Companyeach such Security and delivery instructions. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Holders or an Affiliate of the Company, or any of their respective Subsidiaries. Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. Each Security An Officer shall be signed by at least one Officer sign the Securities for the Company Issuer by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such Security. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee shall authenticate Initial Securities for original issue in the aggregate principal amount of up to $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $175,000,000125,000,000, in each case upon a written order signed by an Officer of the Company in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights AgreementIssuer. The Officers' Certificate order shall specify the amount of Securities to be authenticated and the date on which the original issue of Securities are is to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000, 125,000,000 except as provided in Section 2.07. Upon the written order of the Company The Securities shall initially be issued in the form of an Officers' Certificateone or more permanent Global Securities, substantially in the Trustee form set forth in Exhibit A. Global Securities shall authenticate Securities be registered in substitution the name of Securities originally issued to reflect any name change a nominee of the Company. The Trustee may appoint an authenticating agent acceptable to Depositary and deposited with the Company to authenticate Securities. Unless otherwise provided Trustee, at its principal operations office in New York, New York, in its capacity as Securities Custodian, duly executed by the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication Issuer and authenticated by the Trustee includes authentication by as hereinafter provided. Each Global Security shall evidence such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Affiliate of the Companyoutstanding Securities as shall be specified therein and each shall provide that it shall evidence the aggregate principal amount of outstanding Securities from time to time endorsed thereon, and that the aggregate principal amount of outstanding Securities represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges, redemptions, and other similar transactions. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the amount of their respective Subsidiariesoutstanding Securities represented thereby shall be made by the Trustee or the Securities Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. Each Security Two Officers shall be signed by at least sign, or one Officer shall sign and one Officer shall attest to, the Security for the Company by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of this Indenture. The On the Issue Date, the Trustee shall authenticate Initial Securities for original issue in the aggregate principal amount of up to $175,000,000 300.0 million and, at any time and from time to time thereafter, the Trustee shall authenticate Exchange and deliver Additional Securities for original issue in the an aggregate principal amount of up to $175,000,000specified in such written order, in each case upon a written order of the Company in the form of an Officers' Certificate; provided . Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.14 after the Issue Date, shall certify that such issuance is in compliance with Section 4.9. In addition, the Trustee shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $300.0 million, in each case upon a written order of the Company in the form of an Officers' Certificate, PROVIDED that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the a Registration Rights Agreement. The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000, except as provided in Section 2.07. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Affiliate of the Company, or any of their respective Subsidiaries. Securities shall be issuable only in fully registered form form, without coupons coupons, in denominations of $1,000 and any integral multiple multiples thereof.

Execution and Authentication. Each Security Two Officers shall be signed by at least sign, or one Officer shall sign and one Officer shall attest to, the Securities for the Company by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturevalid. A Security shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the Security but such or an authenticating agent. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee shall at any time, and from time to time, authenticate Initial Securities for original issue in the aggregate principal amount of up to $175,000,000 and shall authenticate Exchange Securities for original issue provided in the aggregate principal amount related Board Resolution, supplemental indenture hereto or Officers' Certificate, upon receipt by the Trustee of up a Company Order. Such Company Order may authorize authentication and delivery pursuant to $175,000,000, in each case upon a written order of oral or electronic instructions from the Company or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing. Each Security shall be dated the form date of its authentication unless otherwise provided by a Board Resolution, a supplemental indenture hereto or an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the Board Resolution, supplemental indenture hereto or Officers' Certificate delivered pursuant to Section 2.2, except as provided in Section 2.9, and the aggregate principal amount of all Securities outstanding at any time may not exceed $175,000,000the limit set forth in Section 2.1, except as provided in Section 2.07. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company2.9. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, Such an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Affiliate of the Company, Company or any of their respective Subsidiaries. Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereofan Affiliate.

Execution and Authentication. Each Security Two Officers shall be signed by at least sign, or one Officer shall sign and one Officer shall attest to, the Securities for the Company by manual or facsimile signature. The Company's seal may shall be impressed, affixed, imprinted imprinted, or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security Security, but such signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of this Indenture. The Trustee shall authenticate Initial Securities for original issue in the aggregate principal amount of up to $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $175,000,000, in each case 150,000,000 upon a written order of the Company in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000150,000,000, except as provided in Section 2.072.7. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Affiliate of the Company, Company or any of their respective Subsidiaries. Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. Each Security An Officer shall be signed by at least one Officer sign the Securities for the Company by manual or facsimile signature. The Company's seal may shall be impressed, affixed, imprinted affixed to or reproduced on the Securities and may be attested by the Secretary or an Assistant Secretary of the Company. Typographic and other minor errors or defects in any such reproduction of the seal or any such facsimile formsignature shall not affect the validity or enforceability of any Security which has been authenticated and delivered by the Trustee. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such Security. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee shall authenticate Initial and make available for delivery Securities for original issue in the aggregate principal amount of up to $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of $ (plus up to $175,000,000, an additional $ issued pursuant to the exercise of the over-allotment option described in each case Section 2(b) of the Purchase Agreement dated between the Company and ) upon receipt of a written order or orders of the Company in signed by two Officers of the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of Company (a like aggregate principal amount in accordance with the Registration Rights Agreement"Company Order"). The Officers' Certificate Company Order shall specify the amount of Securities to be authenticated and the date on which the each original issue of Securities are is to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000$ , except as provided above and in Section 2.072.7. Upon The Trustee shall act as the written order of the Company in the form of an Officers' Certificateinitial authenticating agent. Thereafter, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company, any Company or an Affiliate of the Company, or any of their respective Subsidiaries. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. Each Security The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $1,250,000,000 in initial aggregate principal amount of Securities and (b) subject to the terms of this Indenture, Additional Securities in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated. Notwithstanding anything to the contrary in this Indenture or the Appendix, any issuance of Additional Securities after the Issue Date shall be signed by in a principal amount of at least one $2,000 and integral multiples of $1,000 in excess of $2,000. One Officer shall sign the Securities for the Company Issuer by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such Security. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee shall authenticate Initial Securities for original issue in the aggregate principal amount of up to $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $175,000,000, in each case upon a written order of the Company in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000, except as provided in Section 2.07. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuer to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company, any Affiliate or agent for service of the Company, or any of their respective Subsidiaries. Securities shall be issuable only in registered form without coupons in denominations of $1,000 notices and any integral multiple thereofdemands.

Execution and Authentication. Each Security Two Officers of the Company shall be signed by at least one Officer sign the Securities for the Company by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such Security. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee shall authenticate and deliver (i) Initial Securities for original issue in the an aggregate principal amount of up to $175,000,000 and shall authenticate 150,000,000, (ii) Registered Exchange Securities for original issue only in a Registered Exchange Offer, pursuant to the aggregate Exchange and Registration Rights Agreement, for a like principal amount of up Initial Securities exchanged pursuant thereto and (iii) Private Exchange Securities for issue only in a Private Exchange, pursuant to $175,000,000the Exchange and Registration Rights Agreement, for a like principal amount of Initial Securities exchanged pursuant thereto, in each case upon a written order of the Company in signed by two Officers of the form Company or by an Officer and either an Assistant Treasurer or an Assistant Secretary of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights AgreementCompany. The Officers' Certificate Such order shall specify the amount of the Securities to be authenticated and authenticated, the date on which the original issue of Securities is to be authenticated and whether the Securities are to be authenticatedInitial Securities, Registered Exchange Securities or Private Exchange Securities. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000, 150,000,000 except as provided in Section 2.07. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by an authorized officer of the Trustee, a copy of which shall be furnished to the Company. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company, any Affiliate or agent for service of the Company, or any of their respective Subsidiaries. Securities shall be issuable only in registered form without coupons in denominations of $1,000 notices and any integral multiple thereofdemands.

Execution and Authentication. Each Security Two Officers shall be signed by at least sign, or one Officer shall sign and one Officer shall attest to, the Securities for the Company by manual or facsimile signature. The Company's seal may shall be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of this Indenture. The Trustee shall authenticate or cause to be authenticated the Initial Securities for original issue in the aggregate principal amount of up to $175,000,000 150,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $175,000,000150,000,000, in each case upon a written order of the Company in the form of an Officers' Certificate; Certificate provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreementamount. The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000150,000,000, except as provided in Section 2.072.7. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Affiliate of the Company, or any of their respective Subsidiaries. Securities shall be issuable only in fully registered form form, without coupons coupons, in denominations of $1,000 and any integral multiple multiples thereof.

Execution and Authentication. Each Security Two Officers, or an Officer and an Assistant Secretary, shall be signed by at least sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturevalid. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such Security. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee shall authenticate Initial Securities for original issue in the aggregate principal amount of up to $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount 123,380,000 upon receipt of up to $175,000,000, in each case upon a written order of the Company in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000123,380,000, except as provided in Section 2.072.07 and except as provided in the last sentence of this paragraph. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in the aggregate principal amount necessary to pay additional interest pursuant to the Registration Rights Agreement on each date on which it is necessary to pay such additional interest. Series B Notes may be issued only in exchange for a like principal amount of Series A Notes pursuant to an Exchange Offer. Subject to Section 2.13, the principal and interest on Book-Entry Securities shall be payable to the Depository or its nominee, as the case may be, as the sole registered owner and the sole holder of the Book-Entry Securities represented thereby. Except as otherwise provided in Section 4.3 of the Purchase Agreement and Section 2.13, the principal and interest on Securities in certificate form shall be payable at the office or agency of the Company maintained for such purpose in the Borough of Manhattan in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose; provided, however, that at the option of the Company interest may be paid by check mailed to the addresses of the persons entitled thereto as such addresses shall appear with either the Registrar or Paying Agent. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Affiliate Company and Affiliates of the Company, or any of their respective Subsidiaries. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof.. If the Securities are to be issued 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 and shall be in minimum denominations of $1,000 or in the approximate equivalent amount, (ii) shall be registered in the name of the Depository for such Global Security or Securities or the nominee of such Depository, (iii) shall be delivered by the Trustee to such Depository or pursuant to such Depository's instructions and (iv) shall bear the legend set forth in Exhibit C.

Execution and Authentication. Each Security Two Officers shall be signed by at least sign, or one officer shall sign and one Officer shall attest to, the Security for the Company by manual or facsimile signature. The Company's seal may shall be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of this Indenture. The Trustee shall authenticate or cause to be authenticated Initial Securities for original issue in the aggregate principal amount of up to $175,000,000 600,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $175,000,000600,000,000, in each case upon a written order of the Company in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000600,000,000, except as provided in Section 2.072.7. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Affiliate of the Company, or any of their respective Subsidiaries. The Trustee hereby appoints Bankers Trust Company as its initial authenticating agent, and by its acknowledgment and acceptance on the signature page hereto, Bankers Trust Company hereby agrees to so act. Securities shall be issuable only in fully registered form form, without coupons coupons, in denominations of $1,000 and any integral multiple multiples thereof.

Execution and Authentication. Each Security Two Officers shall be signed by at least one Officer sign the Securities for the Company by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such Security. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. Exh. T3C-31 The Trustee shall authenticate and deliver (1) Initial Securities for original issue in the an aggregate principal amount of up to $175,000,000 DM 245,000,000, and shall authenticate (2) Exchange Securities for original issue only in a Registered Exchange Offer, pursuant to the aggregate Exchange and Registration Rights Agreement for a like principal amount of up to $175,000,000Initial Securities exchanged pursuant thereto, in each case upon a written order of the Company in signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of Company (a like aggregate principal amount in accordance with the Registration Rights Agreement"Company Order"). The Officers' Certificate Such Company Order shall specify the amount of the Securities to be authenticated and authenticated, the date on which the original issue of Securities is to be authenticated, whether the Securities are to be authenticatedInitial Securities or Exchange Securities, whether the Securities are to be Definitive Securities or Global Securities and whether or not the Securities shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000, DM 245,000,000 except as provided in Section 2.07. Upon the written order receipt of the a Company in the form of an Officers' CertificateOrder, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company, any Affiliate or agent for service of the Company, or any of their respective Subsidiariesnotices and demands. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 DM1,000 and any integral multiple thereof. The Global Securities shall be in bearer form without coupons and the Definitive Securities shall be in registered form.

Execution and Authentication. Each Security Two Officers shall be signed by at least sign, or one Officer shall sign and one Officer shall attest to, the Securities for the Company by manual or facsimile signature. The Company's seal may shall be impressed, affixed, imprinted imprinted, or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security Security, but such signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of this Indenture. The Trustee shall authenticate Initial Securities for original issue in the aggregate principal amount of up to $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $175,000,000, in each case 23,100,000 upon a written order of the Company in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities (other than in respect of the Amended Original Guaranty) outstanding at any time may not exceed $175,000,00023,100,000, except as provided in Section 2.072.8. The aggregate principal amount of the Amended Original Guaranty outstanding at any time shall not exceed $103,200,000, except as provided in Section 2.8. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Affiliate of the Company, Company or any of their respective Subsidiaries. Securities shall be issuable only in registered form without coupons in denominations of $1,000 100 and any integral multiple thereof.

Execution and Authentication. Each Security One duly authorized Officer shall be signed by at least one Officer sign the Securities for the Company by manual or facsimile signature. The Company's seal may A Security’s validity shall not be impressed, affixed, imprinted or reproduced on affected by the Securities and may be in facsimile form. If failure of an Officer whose signature is on a such Security was an Officer at the time of such execution but no longer holds that office to hold, at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall be valid nevertheless and same office at the Company shall nevertheless be bound by the terms of the Securities and this IndentureCompany. A Security shall not be valid until an authorized signatory duly authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the Security but such Trustee. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Upon a Company Order, the Trustee shall authenticate Initial Securities for original issue in the aggregate principal amount of up to $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $175,000,000, in each case upon a written order of the Company in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated500,000,000. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000500,000,000, subject to the immediately succeeding paragraph and except as provided for Securities authenticated and delivered in lieu of lost, destroyed or wrongfully taken Securities pursuant to Section 2.07. Upon The Company may not, with or without the written order consent of Holders of the Company Securities, increase the aggregate principal amount of Securities by issuing additional Securities in the form of an Officers' Certificatefuture. Upon a Company Order, the Trustee shall authenticate Securities, including Securities in substitution of Securities originally not bearing the Security Private Placement Legend, to be issued to reflect any name change of the Companytransferees when sold pursuant to an effective registration statement under the Securities Act as set forth in Section 2.16(b) or when not otherwise required under this Indenture to bear the Security Private Placement Legend. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent so appointed has the same rights as an a Securities Agent to deal with the Company, any Affiliate of the CompanyCompany and its Affiliates. If a Company Order pursuant to this Section 2.02 has been, or simultaneously is, delivered, then any instructions by the Company to the Trustee with respect to endorsement, delivery or redelivery of their respective Subsidiariesa Security that is a Global Security shall be in writing but need not comply with Section 13.03 and need not be accompanied by an Opinion of Counsel. The Securities shall be issuable only in registered form without interest coupons and only in minimum denominations of $1,000 principal amount and any integral multiple of $1,000 in excess thereof.

Execution and Authentication. Each Security Two Officers shall be signed by at least one Officer sign the Secured Notes for the Company Issuer by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but Secured Note no longer holds that office at the time the Trustee authenticates the Securitya Secured Note is authenticated, the Security shall be valid nevertheless and the Company Secured Note shall nevertheless be bound by the terms of the Securities and this Indenturevalid. A Security Secured Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the Security but such Trustee. The signature shall be conclusive evidence that the Security Secured Note has been authenticated pursuant to the terms of under this Indenture. The form of Trustee's certificate of authentication to be borne by the Secured Notes shall be substantially as set forth in Exhibit A hereto. The Trustee shall authenticate (i) Initial Securities 7-Year Secured Notes for original issue in the an aggregate principal amount of up not to exceed $175,000,000 400,000,000 and shall authenticate Exchange Securities for original issue Initial 10-Year Secured Notes in the an aggregate principal amount not to exceed $400,000,000 and (ii) Exchange 7-Year Secured Notes or Exchange 10-Year Secured Notes for issue only in the Exchange Offer pursuant to the Exchange Offer Registration Statement for a like principal amount of up to $175,000,000Initial 7-Year Secured Notes or Initial 10-Year Secured Notes exchanged in such Exchange Offer, in each case upon the receipt of a written order Company Order directing the Trustee to authenticate such Secured Notes and certifying that all conditions precedent to the issuance of the Company in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticatedrelevant Secured Notes contained herein have been complied with. The aggregate principal amount of Securities 7-Year Secured Notes and 10- Year Secured Notes outstanding at any time may not exceed $175,000,000400,000,000 or $400,000,000, as the case may be, except as provided in Section 2.07. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company2.7 hereof. The Trustee may appoint an authenticating agent acceptable to the Company Issuer to authenticate SecuritiesSecured Notes. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities Secured Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Issuer or an Affiliate of the Company, or any of their respective Subsidiaries. Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereofIssuer.

Execution and Authentication. Each Security Two Officers shall be signed by at least one Officer for sign the Securities on behalf of the Company by manual or facsimile signature. The Company's seal may shall be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile formSecurities. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturevalid. A Security shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the Security but such Trustee. The Trustee's signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee shall authenticate Initial and make available for delivery Securities for original issue in the an aggregate principal amount of up $500,000,000 upon a Company order without any further action by the Company; PROVIDED, HOWEVER, that in the event that the Company sells any Securities pursuant to $175,000,000 and the Initial Purchaser Option, then the Trustee shall authenticate Exchange and deliver Securities for original issue in the an aggregate principal amount of $500,000,000 plus up to an additional $175,000,000, in each case upon a written order of the Company in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like 75,000,000 aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are sold pursuant to be authenticatedthe Initial Purchaser Option upon a Company order without any further action by the Company. The aggregate principal amount of the Securities outstanding at any time may not exceed $175,000,000the amount set forth in the foregoing sentence, subject to the proviso set forth therein, except as provided in Section 2.07. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so, other than upon original issuance or pursuant to Section 2.07. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Affiliate of the Company, Company or any of their respective Subsidiariesan Affiliate. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. Each Security An Officer shall be signed by at least one Officer sign the Securities for the Company Issuer by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that or any office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such Security. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee shall authenticate Initial Securities for original issue on the Issue Date in the aggregate principal amount of up $300,000,000 and, at any time and from time to $175,000,000 and time thereafter, the Trustee shall authenticate Exchange Securities for original issue in the an aggregate principal amount of up to $175,000,000, specified in each case upon a written order of the Company Issuer in the form of an Officers' Officer’s Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' Officer’s Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount authenticated and, in the case of an issuance of Additional Securities outstanding at any time may not exceed $175,000,000pursuant to Section 2.15 after the Issue Date, except as provided shall certify that such issuance is in compliance with Section 2.074.04. Upon the receipt of a written order of the Company Issuer in the form of an Officers' Officer’s Certificate, the Trustee shall authenticate Securities in substitution of for Securities originally issued to reflect any name change of the CompanyIssuer. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Affiliate Issuer and Affiliates of the Company, or any of their respective SubsidiariesIssuer. The Securities shall be issuable only in registered form without coupons in minimum denominations of $1,000 2,000 and any greater integral multiple thereofof $1,000.

Execution and Authentication. Each Security One Officer of the Company, whom shall be signed have been duly authorized by at least one Officer all requisite corporate actions, shall sign the Securities for the Company by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on Each Guarantor shall execute the Securities and may be Guarantee in facsimile formthe manner set forth in Section 11.9. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such Security. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee shall authenticate (i) the Initial Securities for original issue in the aggregate principal amount not to exceed $300.0 million, (ii) the Private Exchange Notes from time to time for issue only in exchange for a like principal amount of up the Initial Securities and (iii) Unrestricted Securities from time to time only (A) in exchange for a like principal amount of the Initial Securities or (B) in an aggregate principal amount of not more than the excess of $175,000,000 and shall authenticate Exchange Securities for original issue in 300.0 million over the sum of the aggregate principal amount of up to $175,000,000(x) the Initial Securities than outstanding, (y) the Private Exchange Notes then outstanding and (z) the Unrestricted Securities issued in accordance with (iii)(A) above, in each case upon a written order of the Company in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated, whether the Securities are to be the Initial Securities, Private Exchange Notes or Unrestricted Securities and whether the Securities are to be issued as Physical Securities or Global Securities or such other information as the Trustee may reasonably request. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000300.0 million (or such lesser amount as is requested authenticated by the Trustee and issued by the Company on the Issue Date), except as provided in Section 2.072.7. Upon Such Securities shall be in the written order form of one or more Global Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, the outstanding Securities, (ii) shall be registered in the name of the Depository for such Global Security or Securities or its nominee, (iii) shall be delivered by the Trustee to the Depository or pursuant to the Depository's instruction and (iv) shall bear a legend substantially to the following effect: "Unless and until this Global Security 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 Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or by a Depository or any such nominee to a successor Depository or a nominee of a successor Depository." In the event that the Company shall issue and the Trustee shall authenticate any Securities issued under this Indenture subsequent to the Issue Date pursuant to clauses (i) and (iii) of the first sentence of the immediately preceding paragraph, the Company shall use its reasonable efforts to obtain the same "CUSIP" number for such Securities as is printed on the Securities outstanding at such time; PROVIDED, HOWEVER, that if any series of Securities issued under this Indenture subsequent to the Issue Date is determined, pursuant to an Opinion of Counsel of the Company in a form reasonably satisfactory to the form Trustee to be a different class of an Officers' Certificatesecurity than the Securities outstanding at such time for federal income tax purposes, the Trustee Company may obtain a "CUSIP" number for such Securities that is different than the "CUSIP" number printed on the Securities then outstanding. Notwithstanding the foregoing, all Securities issued under this Indenture shall authenticate Securities in substitution vote and consent together on all matters as one class and no series of Securities originally issued will have the right to reflect vote or consent as a separate class on any name change of the Companymatter. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Affiliate Company and Affiliates of the Company, or any of their respective Subsidiaries. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple multiples thereof.

Execution and Authentication. Each Security Two Officers shall be signed by at least one Officer sign the Securities for the Company by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted Typographic and other minor errors or reproduced on defects in any such facsimile signature shall not affect the Securities validity or enforceability of any Security which has been authenticated and may be in facsimile formdelivered by the Trustee. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such Security. Such signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee shall authenticate Initial and make available for delivery Securities for original issue in the aggregate principal amount of up to $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount 172,500,000 million upon receipt of up to $175,000,000, in each case upon a written order or orders of the Company in signed by two Officers of the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of Company (a like aggregate principal amount in accordance with the Registration Rights Agreement"Company Order"). The Officers' Certificate Company Order shall specify the amount of Securities to be authenticated authenticated, shall provide whether all such Securities will be represented by a Global Security and the date on which the each original issue of Securities are is to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000172,500,000, except as provided in Section 2.072.7. Upon The Trustee shall act as the written order of the Company in the form of an Officers' Certificateinitial authenticating agent. Thereafter, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company, any Company or an Affiliate of the Company, or any of their respective Subsidiaries. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. Each Security Two Officers shall be signed by at least sign, or one Officer shall sign and one Officer shall attest to, the Securities for the Company by manual or facsimile signature. The Company's seal may shall be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of this Indenture. The Trustee shall authenticate Initial the Securities for original issue in the aggregate principal amount of up to $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $175,000,000, in each case 150,000,000 upon a written order of the Company in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000150,000,000, except as provided in Section 2.072.7; provided, that Securities in excess of $125,000,000 shall not be issued other than pursuant to the over-allotment option granted by the Company to the Initial Purchasers as provided in the Purchase Agreement. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Affiliate of the Company, or any of their respective Subsidiaries. The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name any Security is registered as the owner of such Security for the purposes of receiving payment of principal of and (subject to the provisions of this Indenture and the Securities with respect to record dates) interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice of the contrary. Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. Each Security The Trustee shall be authenticate and make available for delivery upon a written order of the Issuer signed by at least one Officer (a) Original Securities for original issue on the Issue Date in an aggregate principal amount of $84,000,000 and (b) subject to the terms and conditions set forth in Section 2.01(c), Additional Securities for original issue after the Additional Securities Triggering Event in an aggregate principal amount of $36,000,000. Such order shall specify the amount of the Securities to be authenticated, the form in which the Securities are to be authenticated and the date on which the original issue of Securities is to be authenticated. One Officer shall sign the Securities for the Company Issuer by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such Security. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee shall authenticate Initial Securities for original issue in the aggregate principal amount of up to $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $175,000,000, in each case upon a written order of the Company in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000, except as provided in Section 2.07. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuer to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company, any Affiliate or agent for service of the Company, or any of their respective Subsidiaries. Securities shall be issuable only in registered form without coupons in denominations of $1,000 notices and any integral multiple thereofdemands.

Execution and Authentication. Each Security Two Officers shall be signed by at least one Officer for execute the Securities on behalf of the Company by either manual or facsimile signature. The Company's seal seal, if any, may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile formSecurities. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity or at any time thereafter, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory officer of the Trustee manually signs the certificate of authentication on the Security but such Security. Such signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee shall authenticate Initial Securities for original issue in the an aggregate principal amount of up not to exceed $175,000,000 upon receipt of an Officers' Certificate signed by two Officers of the Company directing the Trustee to authenticate the Initial Securities and shall authenticate Exchange certifying that all conditions precedent to the issuance of the Initial Securities for original issue in the aggregate principal amount of up to $175,000,000, in each case upon contained herein have been complied with. Upon a written order of the Company in signed by two Officers, the form of an Officers' Certificate; provided that such Trustee shall authenticate the Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like in an aggregate principal amount not to exceed $175,000,000 for issuance in accordance with the Registration Rights Agreement. The Officers' Certificate shall specify the amount of exchange for Initial Securities previously issued pursuant to be authenticated and the date on which an exchange offer registered under the Securities are to be authenticatedAct. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000, 175,000,000 except as provided in Section 2.07. Upon With the prior written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change approval of the Company. The , the Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An Such authenticating agent has shall have the same rights as an Agent to deal the Trustee in any dealings hereunder with the Company, Company or with any Affiliate of the Company, or any of their respective Subsidiaries. Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof's Affiliates.

Execution and Authentication. Each Two Officers shall sign the Security shall be signed by at least one Officer for the Company by manual or facsimile signature. The Company's seal may be be, but is not required to be, impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that or any office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such Security. Such signature shall be conclusive evidence evidence, and the only evidence, that the Security has been authenticated pursuant to the terms of this Indenture. The Trustee shall authenticate Initial the Securities for original issue in the aggregate principal amount of up to $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $175,000,000, in each case 100,000,000 upon a written order of the Company in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights AgreementCompany. The Officers' Certificate order shall specify (i) the amount of Securities to be authenticated and (ii) the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000, 100,000,000 except as provided in Section 2.072.7. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Affiliate of the Company, or any of their respective Subsidiaries, and has the same protections under the Indenture. Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. Each Two Officers shall sign the Security shall be signed by at least one Officer for the Company by manual or facsimile signature. The Company's seal may be be, but is not required to be, impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that or any office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such Security. Such signature shall be conclusive evidence evidence, and the only evidence, that the Security has been authenticated pursuant to the terms of this Indenture. The Trustee shall authenticate Initial the Securities for original issue in the aggregate principal amount of up to $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $175,000,000, in each case 172,500,000 upon a written order of the Company in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights AgreementCompany. The Officers' Certificate order shall specify (i) the amount of Securities to be authenticated and (ii) the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000, 172,500,000 except as provided in Section 2.072.7; provided, that Securities in excess of $150,000,000 shall not be issued other than pursuant to the over-allotment option granted by the Company to the Initial Purchasers thereof. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Affiliate of the Company, Company or any of their respective Subsidiaries, and has the same protections under the Indenture. Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. Each Security An Officer shall be signed by at least one Officer sign the Securities for the Company by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted Typographic and other minor errors or reproduced on defects in any such facsimile signature shall not affect the Securities validity or enforceability of any Security which has been authenticated and may be in facsimile formdelivered by the Trustee. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such Security. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee shall authenticate Initial and make available for delivery Securities for original issue in the aggregate principal amount of up to $175,000,000 and shall authenticate Exchange 500,000,000 ($530,000,000 if the Initial Purchasers' option to purchase additional Securities for original issue is exercised in the aggregate principal amount full) upon receipt of up to $175,000,000, in each case upon a written order or orders of the Company in signed by two Officers of the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of Company (a like aggregate principal amount in accordance with the Registration Rights Agreement"Company Order"). The Officers' Certificate Company Order shall specify the amount of Securities to be authenticated and the date on which the each original issue of Securities are is to be authenticatedauthenticated and shall provide that all such Securities will be represented by a Restricted Global Security. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000, 530,000,000 except as provided in Section 2.072.7. Upon The Trustee shall act as the written order of the Company in the form of an Officers' Certificateinitial authenticating agent. Thereafter, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company, any Company or an Affiliate of the Company, or any of their respective Subsidiaries. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 principal amount and any integral multiple thereof.thereof and shall bear interest at the rate, calculated and paid, as provided in the form of security set forth in Exhibit A.

Execution and Authentication. Each Security An Officer shall be signed by at least one Officer sign the Securities for the Company by manual or facsimile signaturesignature attested by the manual or facsimile signature of the Secretary or an Assistant Secretary of the Company. The Company's seal may be impressed, affixed, imprinted Typographic and other minor errors or reproduced on defects in any such facsimile signature shall not affect the Securities validity or enforceability of any Security which has been authenticated and may be in facsimile formdelivered by the Trustee. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such Security. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee shall authenticate Initial and make available for delivery Securities for original issue in the aggregate principal amount Principal Amount at Maturity of up to $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount 250,000,000 upon receipt of up to $175,000,000, in each case upon a written order or orders of the Company in signed by an Officer of the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of Company (a like aggregate principal amount in accordance with the Registration Rights Agreement“Company Order”). The Officers' Certificate Company Order shall specify the amount of Securities to be authenticated authenticated, shall provide that all such Securities will be represented by a Global Security and the date on which the each original issue of Securities are is to be authenticated. The aggregate principal amount Principal Amount at Maturity of Securities outstanding at any time may not exceed $175,000,000, 250,000,000 except as provided in Section 2.07. Upon The Trustee shall act as the written order of the Company in the form of an Officers' Certificateinitial authenticating agent. Thereafter, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company, any Company or an Affiliate of the Company, or any of their respective Subsidiaries. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 Principal Amount at Maturity and any integral multiple thereof.

Execution and Authentication. Each Security An Officer shall be signed by at least one Officer sign the Securities for the Company Issuer by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that or any office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such Security. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee shall authenticate Initial Securities for original issue on the Issue Date in the aggregate principal amount of up $225,000,000 and, at any time and from time to $175,000,000 and time thereafter, the Trustee shall authenticate Exchange Securities for original issue in the an aggregate principal amount of up to $175,000,000, specified in each case upon a written order of the Company Issuer in the form of an Officers' ’ Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' ’ Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount authenticated and, in the case of an issuance of Additional Securities outstanding at any time may not exceed $175,000,000pursuant to Section 2.15 after the Issue Date, except as provided shall certify that such issuance is in compliance with Section 2.074.04. Upon the receipt of a written order of the Company Issuer in the form of an Officers' ’ Certificate, the Trustee shall authenticate Securities in substitution of for Securities originally issued to reflect any name change of the CompanyIssuer. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Affiliate Issuer and Affiliates of the Company, or any of their respective SubsidiariesIssuer. The Securities shall be issuable only in registered form without coupons in minimum denominations of $1,000 2,000 and any greater integral multiple thereofof $1,000.

Execution and Authentication. Each Security shall be signed by at least one Officer for the Company by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of this Indenture. The Trustee shall authenticate Initial Securities from time to time for original issue in the aggregate principal amount of up to $175,000,000 1,000,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $175,000,0001,000,000,000, in each case upon a written order of the Company in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreementamount. The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The terms of such Securities shall be the same in all respects as the Initial Securities (or in all respects except for the payment of interest (i) scheduled and paid prior to the date of issuance of such Securities or (ii) payable on the first Interest Payment Date following such date of issuance). The Initial Securities and any additional Securities issued under the Indenture shall be treated as a single class for all purposes of the Indenture. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,0001,000,000,000, except as provided in Section 2.07. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Affiliate of the Company, or any of their respective Subsidiaries. Securities shall be issuable only in fully registered form form, without coupons coupons, in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. Each Security One duly authorized Officer shall be signed by at least one Officer sign the Securities for the Company by manual or facsimile signature. The Company's seal may A Security’s validity shall not be impressed, affixed, imprinted or reproduced on affected by the Securities and may be in facsimile form. If failure of an Officer whose signature is on a such Security was an Officer at the time of such execution but no longer holds that office to hold, at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall be valid nevertheless and same office at the Company shall nevertheless be bound by the terms of the Securities and this IndentureCompany. A Security shall not be valid until an authorized signatory duly authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the Security but such Trustee. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Upon a Company Order, the Trustee shall authenticate Initial Securities for original issue in the aggregate principal amount of $200,000,000 plus up to an additional $175,000,000 and shall authenticate Exchange Securities for original issue in the 30,000,000 aggregate principal amount of up pursuant to $175,000,000the Initial Purchasers’ over-allotment option to purchase additional Securities, in each case upon a written order of the Company as provided in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Purchase Agreement. The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000200,000,000 plus up to an additional $30,000,000 aggregate principal amount pursuant to the Initial Purchasers’ over-allotment option to purchase additional Securities, except as provided in the Purchase Agreement, subject to the immediately succeeding paragraph and except for Securities authenticated and delivered in lieu of lost, destroyed or wrongfully taken Securities pursuant to Section 2.07. Upon The Company may, without the written order consent of Holders of the Company Securities, increase the aggregate principal amount of Securities outstanding by issuing additional Securities in the form future with the same CUSIP number and on the same terms and conditions as the Securities initially issued hereunder, except for any difference in the issue price and interest accrued prior to the issue date of an Officers' Certificatethe additional Securities; provided that such additional Securities must be fungible with the Securities initially issued hereunder for U.S. federal income tax purposes. The Securities initially issued hereunder and any such additional Securities shall rank equally and ratably and shall be treated as a single series of debt securities for all purposes under this Indenture. Upon a Company Order, the Trustee shall authenticate Securities, including Securities in substitution of Securities originally not bearing the Security Private Placement Legend, to be issued to reflect any name change of the Companytransferees when sold pursuant to an effective registration statement under the Securities Act as set forth in Section 2.16(b) or when not otherwise required under this Indenture to bear the Security Private Placement Legend. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent so appointed has the same rights as an a Securities Agent to deal with the Company, any Affiliate of the CompanyCompany and its Affiliates. If a Company Order pursuant to this Section 2.02 has been, or simultaneously is, delivered, then any instructions by the Company to the Trustee with respect to endorsement, delivery or redelivery of their respective Subsidiariesa Security that is a Global Security shall be in writing but need not comply with Section 13.03 and need not be accompanied by an Opinion of Counsel. The Securities shall be issuable only in registered form without interest coupons and only in denominations of $1,000 principal amount and any integral multiple thereof.

Execution and Authentication. Each Security The Notes shall be signed by at least one Officer for executed on behalf of the Company by two Officers of the Company or an Officer and an Assistant Secretary of the Company. Such signatures may be either manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile formfacsimile. If an Officer whose signature is on a Security was an Officer at the time of such execution but Note no longer holds that office at the time the Trustee authenticates the SecurityNote or at anytime thereafter, the Security Note shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such Note. Such signature shall be conclusive evidence that the Security Note has been authenticated pursuant to the terms of under this Indenture. The Trustee or an authenticating agent shall authenticate Initial Securities Notes for original issue in the aggregate principal amount of up to $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $175,000,000, in each case 80,000,000 upon a written order of the Company in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticatedRequest. The aggregate principal amount of Securities Notes outstanding at any time may not exceed $175,000,000, such amount except as provided in Section 2.072.07 hereof. Upon the written order receipt of the Company in the form of Request and an Officers' CertificateCertificate certifying that the registration statement relating to the exchange offer specified in the Registration Rights Agreement is effective or that the conditions precedent to a Private Exchange (as defined in the Registration Rights Agreement) thereunder have been met, the Trustee shall authenticate Notes in an aggregate principal amount not to exceed $80,000,000 for issuance in exchange for all Notes previously issued and tendered for exchange pursuant to an exchange offer registered under the Securities Act or pursuant to a Private Exchange. Exchange Securities (as defined in substitution the Registration Rights Agreement) or Private Exchange Securities (as defined in the Registration Rights Agreement) may have such distinctive series designations and such changes in the form thereof as are specified in the Company Request referred to in the preceding sentence. The Notes shall be issuable only in registered form without coupons and only in denominations of Securities originally issued to reflect any name change of the Company$1,000 and integral multiples thereof. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate SecuritiesNotes. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An Such authenticating agent has shall have the same rights right as an Agent to deal the Trustee in dealing with the CompanyCompany or an Affiliate. Notwithstanding the foregoing, only the 32 27 Trustee may authenticate any Affiliate of the Company, or any of their respective Subsidiaries. Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereofreplacement Note authenticated pursuant to Section 2.07.

Execution and Authentication. Each Security The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $450,000,000 (or up to $517,500,000 if the initial purchasers' option to purchase additional notes is exercised in full), except as provided in Sections 2.6 and 2.7. An Officer shall be signed by at least one Officer sign the Securities for the Company by manual or facsimile signaturesignature attested by the manual or facsimile signature of the Secretary or an Assistant Secretary of the Company. The Company's seal may be impressed, affixed, imprinted Typographic and other minor errors or reproduced on defects in any such facsimile signature shall not affect the Securities validity or enforceability of any Security which has been authenticated and may be in facsimile formdelivered by the Trustee. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such Security. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee shall authenticate Initial and make available for delivery Securities for original issue in the aggregate principal amount of up to $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of 450,000,000 (or up to $175,000,000, 517,500,000 if the initial purchasers' option to purchase additional notes is exercised in each case full) upon receipt of a written order or orders of the Company in signed by two Officers of the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of Company (a like aggregate principal amount in accordance with the Registration Rights Agreement"Company Order"). The Officers' Certificate Company Order shall specify the amount of Securities to be authenticated authenticated, shall provide that all such Securities will be represented by a Restricted Global Security and the date on which the each original issue of Securities are is to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000, except Trustee shall act as provided in Section 2.07the initial authenticating agent. Upon the written order of the Company in the form of an Officers' CertificateThereafter, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company, any Company or an Affiliate of the Company, or any of their respective Subsidiaries. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 principal amount and any integral multiple thereof.

Execution and Authentication. Each Security Two Officers shall be signed by at least sign, or one Officer shall sign and one Officer shall attest to, the Security for the Company by manual or facsimile signature. The Company's seal may seal, if any, shall be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of this Indenture. The Trustee shall authenticate Initial or cause to be authenticated Securities for original issue in the aggregate principal amount of up to $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $175,000,000, in each case 120,000,000 upon a written order of the Company in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000120,000,000, except as provided in Section 2.072.7. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change changes of the Company. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Affiliate of the Company, or any of their respective its Subsidiaries. Securities shall be issuable only in fully registered form form, without coupons coupons, in denominations of $1,000 and any integral multiple multiples thereof.

Execution and Authentication. Each Security An Officer shall be signed by at least one Officer sign the Securities for the Company Issuer by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that or any office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such Security. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee shall authenticate Initial Securities for original issue on the Issue Date in the aggregate principal amount of up $200,000,000 and, at any time and from time to $175,000,000 and time thereafter, the Trustee shall authenticate Exchange Securities for original issue in the an aggregate principal amount of up to $175,000,000, specified in each case upon a written order of the Company Issuer in the form of an Officers' ’ Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' ’ Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount authenticated and, in the case of an issuance of Additional Securities outstanding at any time may not exceed $175,000,000pursuant to Section 2.15 after the Issue Date, except as provided shall certify that such issuance is in compliance with Section 2.074.04. Upon the receipt of a written order of the Company Issuer in the form of an Officers' ’ Certificate, the Trustee shall authenticate Securities in substitution of for Securities originally issued to reflect any name change of the CompanyIssuer. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Affiliate Issuer and Affiliates of the Company, or any of their respective SubsidiariesIssuer. The Securities shall be issuable only in registered form without coupons in minimum denominations of $1,000 2,000 and any greater integral multiple thereofof $1,000.

Execution and Authentication. Each Security An Officer shall be signed by at least one Officer sign the Securities for the Company by manual or facsimile signaturesignature attested by the manual or facsimile signature of the Secretary or an Assistant Secretary of the Company. The Company's seal may be impressed, affixed, imprinted Typographic and other minor errors or reproduced on defects in any such facsimile signature shall not affect the Securities validity or enforceability of any Security which has been authenticated and may be in facsimile formdelivered by the Trustee. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such Security. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee shall authenticate Initial and make available for delivery Securities for original issue in the aggregate principal amount of up to $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount 150,000,000 upon receipt of up to $175,000,000, in each case upon a written order or orders of the Company in signed by two Officers of the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of Company (a like aggregate principal amount in accordance with the Registration Rights Agreement"Company Order"). The Officers' Certificate Company Order shall specify the amount of Securities to be authenticated authenticated, shall provide that all such Securities will be represented by a Restricted Global Security and the date on which the each original issue of Securities are is to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000, 150,000,000 except as provided in Section 2.072.7. Upon The Trustee shall act as the written order of the Company in the form of an Officers' Certificateinitial authenticating agent. Thereafter, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company, any Company or an Affiliate of the Company, or any of their respective Subsidiaries. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. Each Security Two Officers of the Company shall be signed by at least one Officer sign the Securities for the Company by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such Security. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee shall authenticate Initial and make available for delivery Securities for original issue in the aggregate principal amount of up to $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $175,000,000, in each case upon a written order or orders of the Company in signed by two Officers or by an Officer and an Assistant Treasurer or Assistant Secretary of the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of Company (a like aggregate principal amount in accordance with the Registration Rights Agreement"Company Order"). The Officers' Certificate Company Order shall specify the amount of Securities to be authenticated and the date on which the original issue of Securities are is to be authenticated. The Company may issue additional Securities after Securities have been issued. All such Securities shall be treated as a single series for all purposes under this Indenture, including without limitation, waivers, amendments, redemptions and offers to purchase. The aggregate principal amount of Securities outstanding under this Indenture at any time may not exceed $175,000,000, except as provided in Section 2.072.7. Upon The Trustee shall act as the written order of the Company in the form of an Officers' Certificateinitial authenticating agent. Thereafter, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Company or an Affiliate of the Company, or any of their respective Subsidiaries. The Securities shall be issuable only in registered form without coupons only in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. Each Security Two Officers, or an Officer and an Assistant Secretary, of each of the Issuers shall be signed by at least sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) of each of the Issuers shall attest to, the Securities for the Company Issuers by manual or facsimile signature. The Company's seal Seals may be impressed, affixed, imprinted accepted by facsimile transmission. A single individual may serve as an Officer or reproduced on Assistant Secretary of each of the Issuers and execute or attest the execution of the Securities in such dual capacity with the effect that the Securities shall have been executed or attested to by at least two individuals and may be in facsimile forman Officer or Assistant Secretary of each Issuer. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such Security. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee shall authenticate Initial (i) Series A Securities for original issue in the aggregate principal face amount not to exceed $155,000,000 and (ii) Series B Securities or Private Exchange Securities from time to time only in exchange for a like principal face amount of up to $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $175,000,000Series A Securities, in each case upon a written order of the Company in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' Certificate shall specify the amount of Securities to be authenticated authenticated, the series of Securities and the date on which the Securities are to be authenticated. The aggregate principal face amount of Securities outstanding at any time may not exceed $175,000,000155,000,000, except as provided in Section 2.07. Upon the receipt of a written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of for Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Affiliate Company and Affiliates of the Company, or any of their respective Subsidiaries. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. Each Security An Officer shall be signed by at least one Officer sign the Securities for the Company by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted Typographic and other minor errors or reproduced on defects in any such facsimile signature shall not affect the Securities validity or enforceability of any Security which has been authenticated and may be in facsimile formdelivered by the Trustee. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such Security. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee shall authenticate Initial and make available for delivery Securities for original issue in the aggregate principal amount of up to $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount 600,000,000 upon receipt of up to $175,000,000, in each case upon a written order or orders of the Company in signed by two Officers of the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of Company (a like aggregate principal amount in accordance with the Registration Rights Agreement"Company Order"). The Officers' Certificate Company Order shall specify the amount of Securities to be authenticated authenticated, shall provide that all such Securities will be represented by a Restricted Global Security and the date on which the each original issue of Securities are is to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000, 600,000,000 except as provided in Section 2.072.7. Upon The Trustee shall act as the written order of the Company in the form of an Officers' Certificateinitial authenticating agent. Thereafter, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company, any Company or an Affiliate of the Company, or any of their respective Subsidiaries. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 principal amount and any integral multiple thereof.

Execution and Authentication. Each Security The Securities shall be signed executed on behalf of the Corporation by at least its Chairman of the Board, its President or one Officer for the Company of its Vice Presidents and attested by manual its Secretary or facsimile signatureone of its Assistant Secretaries. The Company's seal may be impressed, affixed, imprinted or reproduced signature of any of these officers on the Securities and may be in facsimile formactual or facsimile. If an Officer officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturevalid. A Security shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee. Such manual signature of the Trustee manually signs the certificate of authentication on the Security but such signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. Except as otherwise provided in Section 2.06, the Securities will be issued in global form only registered in the name of the Depository or its nominee. The Securities will not be issued in definitive form, except as otherwise provided in Section 2.06, and ownership of the Securities shall be maintained in book entry form by the Depository for the accounts of participating organizations of the Depository. The Trustee shall authenticate Initial (i) Securities for original issue in up to the aggregate principal amount stated in paragraph 5 of up the Securities; and (ii) additional securities issued pursuant to this Indenture as interest on the Securities (not to exceed $175,000,000 and shall authenticate Exchange Securities for original issue in 3,000,000) (the aggregate principal amount of up to $175,000,000"Additional Securities"), in each case upon a written order an Order of the Company in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticatedCorporation. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000, the amount as stated in paragraph 5 of the Securities except as provided in Section 2.07. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent acceptable to the Company Corporation to authenticate Securities, which authenticating agent shall be compensated by the Corporation. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so, other than the authentication of Securities issued upon original issue or pursuant to Section 2.07. Each Except as provided in the previous sentence, each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Affiliate of the Company, Corporation or any of their respective Subsidiaries. Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereofan Affiliate.

Execution and Authentication. Each Security Two Officers of the Company shall be signed by at least one Officer sign the Securities for the Company by manual or facsimile signature. The Company's seal may shall be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Securitya Security is authenticated, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturevalid. A Security shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the Security but such Trustee. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The form of Trustee's certificate of authentication to be borne by the Securities shall be substantially as set forth in Exhibit A hereto. The Trustee shall authenticate Initial Securities for original issue in the aggregate principal amount of up to $175,000,000 [355,000,000] and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $175,000,000[355,000,000], in each case upon a written order of the Company in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount at maturity in accordance with the Registration Rights Agreement. The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000, [355,000,000] (or such greater amount as would be necessary to reflect any increase in the Accretion Rate) and except as provided in Section 2.072.7. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Company or an Affiliate of the Company, or any of their respective Subsidiaries. Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. Each Security Two Officers, or an Officer and an Assistant Secretary, shall be signed by at least sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturevalid. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such Security. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee shall authenticate Initial Securities for original issue in the aggregate principal amount of up to $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount 300,000,000 upon receipt of up to $175,000,000, in each case upon a written order of the Company in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000300,000,000, except as provided in Section 2.07. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. Series B Notes may be issued only in exchange for a like principal amount of Series A Notes pursuant to an Exchange Offer. The principal and interest on Book-Entry Securities shall be payable to the Depository or its nominee, as the case may be, as the sole registered owner and the sole holder of the Book-Entry Securities represented thereby. The principal and interest on Securities in certificated form shall be payable at the office of the Paying Agent. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, any Affiliate Company and Affiliates of the Company, or any of their respective Subsidiaries. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. If the Securities are to be issued 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 shall represent and shall be in minimum denominations of $1,000.

Execution and Authentication. Each Security The Trustee shall authenticate and make available for delivery upon a written order of the Issuer (a “Written Order”) in the form of an Officer’s Certificate (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000, consisting of $500,000,000 in initial aggregate principal amount of 5.875% Senior Notes due 2026 and (b) subject to the terms of this Indenture, Add-On Securities in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated. Notwithstanding anything to the contrary in this Indenture or the Appendix, any issuance of Securities after the Issue Date shall be signed by in a principal amount of at least one $250,000 and integral multiples of $1,000 in excess of $250,000. One Officer shall sign the Securities for the Company Issuer by manual manual, facsimile, pdf or facsimile other electronically transmitted signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenturenevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security but such Security. The signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of under this Indenture. The Trustee shall authenticate Initial Securities for original issue in the aggregate principal amount of up to $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $175,000,000, in each case upon a written order of the Company in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement. The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000, except as provided in Section 2.07. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuer to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Responsible Officer of the Trustee, a copy of which shall be furnished to the Issuer. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Companyany Registrar, any Affiliate paying agent or agent for service of the Company, or any of their respective Subsidiaries. Securities shall be issuable only in registered form without coupons in denominations of $1,000 notices and any integral multiple thereofdemands.