Common use of Execution and Authentication Clause in Contracts

Execution and Authentication. At least one Officer of each Issuer shall execute the Notes on behalf of such Issuer by manual, electronic or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or electronic signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others. The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate Notes. An authenticating agent may authenticate 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 Holders or an Affiliate of the Issuers.

Execution and Authentication. At least one Officer Two Officers must sign the Securities of each Issuer shall execute any series for the Notes on behalf of such Issuer by manual, electronic manual or facsimile signature. If an Officer whose signature is on a Note Security no longer holds that office at the time a Note Security is authenticated, the Note shall Security will nevertheless be valid. A Note shall Security will not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or electronic signature of the Trustee. The signature shall will be conclusive evidence that the Note Security has been duly authenticated and delivered under this Indenture. On the Issue Date, the The Trustee shallwill, upon receipt at any time or from time to time of an a written order of the Issuer Order signed by two Officers (an “Authentication Order”), authenticate and deliver Securities of any series for original issue up to the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified set forth in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or othersOrder. The Trustee may appoint an authenticating agent acceptable to the Issuers Issuer to authenticate NotesSecurities. An authenticating agent may authenticate Notes 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 Holders or an Affiliate of the IssuersIssuer. In authenticating Securities of any series, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to TIA §§ 315(a) through 315(d)) shall be fully protected in relying upon, (1) an Opinion of Counsel stating that: (i) the form or forms of such Securities have been established in conformity with the provisions of this Indenture; (ii) the terms of such Securities have been established in conformity with the provisions of this Indenture; and (iii) such Securities, when completed by appropriate insertions and executed and delivered by the Issuer to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and binding obligations of the Issuer, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights, to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities; and (2) an Officers’ Certificate stating that all conditions precedent provided for in this Indenture relating to the issuance of the Securities have been complied with and that, to the best of the knowledge of the signers of such Certificate, no Event of Default with respect to any of the Securities shall have occurred and be continuing.

Execution and Authentication. At least one Officer Two Officers of each Issuer of the Issuers shall execute sign the Notes on behalf of such Issuer for the Issuers by manual, electronic manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a the Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or electronic signature of the Trustee. The signature of the Trustee shall be conclusive evidence that the Note has been duly authenticated under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibit A attached hereto. The Trustee shall, upon a Company Order, authenticate for original issue Notes in any aggregate principal amount. The aggregate principal amount of Notes that may be authenticated and delivered under this IndentureIndenture is unlimited. On the Issue DateSubject to Section 4.9 hereof, the Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, additional Notes may be issued hereunder from time to time, without the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes for consent of the Holders of previously issued Notes, in an aggregate principal amount specified in such Authentication Order for such Additional to be determined from time to time by the Issuers; provided, that additional Notes issued hereunder. The Trustee shall may not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if issued with original issue discount as determined under section 1271 et seq. of the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or othersCode. The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication authenticating by the Trustee includes authentication authenticating by such agent. An authenticating agent has the same rights as an Agent to deal with Holders the Issuers or an Affiliate of the Issuers. The Issuers, the Trustee and any agent of the Issuers or the Trustee may treat the Person in whose name any Note is registered as the owner of such Note for the purpose of receiving payment of principal of and (subject to the provisions of this Indenture and the Notes with respect to record dates) interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and neither the Issuers, the Trustee nor any agent of the Issuers or the Trustee shall be affected by notice to the contrary.

Execution and Authentication. (a) At least one Officer of each Issuer shall execute the Notes on behalf of such the Issuer by manual, electronic facsimile or facsimile electronically transmitted signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. . (b) A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, hereto by the manual or electronic signature of an authorized signatory of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. . (c) On the Issue Date, the Trustee shall, upon receipt of a written order of the Issuer signed by an Issuer Order Officer (an “Authentication Order”)) and together with an Opinion of Counsel and Officers’ Certificate of the Issuer reasonably acceptable to the Trustee, authenticate and deliver the Initial Notes. The Trustee shall be fully protected and shall incur no liability for failing to take any action with respect to the delivery of any Notes unless and until it has received such Authentication Order, Opinion of Counsel and Officers’ Certificate. In addition, at any time, time and from time to time, the Trustee shall shall, upon receipt of an Authentication Order Order, Opinion of Counsel and Officers’ Certificate, authenticate and deliver any Definitive Notes to be issued in exchange for interests in Global Notes, any Additional Notes, any replacement Notes for to be issued pursuant to Section 2.07 or any Notes issuable following a redemption or repurchase by the Issuer pursuant to the terms of this Indenture in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others. . (d) The Trustee may appoint an authenticating agent acceptable to the Issuers Issuer to authenticate Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate 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 Holders or an Affiliate of the IssuersIssuer.

Execution and Authentication. (a) At least one Officer of each Issuer shall execute the Notes on behalf of such the Issuer by manual, electronic manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. . (b) A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, hereto by the manual or electronic signature of an authorized signatory of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. . (c) On the Issue Date, the Trustee shall, upon receipt of a written order of the Issuer signed by an Issuer Order Officer (an “Authentication Order”)) and together with an Opinion of Counsel and Officer’s Certificate reasonably acceptable to the Trustee, authenticate and deliver the Initial Notes. The Trustee shall be fully protected and shall incur no liability for failing to take any action with respect to the delivery of any Notes unless and until it has received such Authentication Order, Opinion of Counsel and Officer’s Certificate. In addition, at any time, time and from time to time, the Trustee shall shall, upon receipt of an Authentication Order Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Definitive Notes to be issued in exchange for interests in Global Notes, any Additional Notes, any replacement Notes for to be issued pursuant to Section 2.07 or any Notes issuable following a redemption or repurchase by the Issuer pursuant to the terms of this Indenture in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others. . (d) The Trustee may appoint an authenticating agent acceptable to the Issuers Issuer to authenticate Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate 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 Holders or an Affiliate of the IssuersIssuer.

Execution and Authentication. (a) At least one Officer of each Issuer shall execute the Notes on behalf of such Issuer the Company by manual, electronic manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. . (b) A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, hereto by the manual or electronic signature of an authorized signatory of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. . (c) On the Issue Date, the Trustee shall, upon receipt of a written order of the Company signed by an Issuer Order Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, time and from time to time, the Trustee shall shall, upon receipt of an Authentication Order Order, authenticate and deliver any Additional PIK Notes for (or shall increase the principal amount of any Global Note) in an aggregate principal amount specified in such Authentication Order for such Additional PIK Notes issued hereunder. The Trustee shall not be required to authenticate hereunder (or for such increase in principal amount of any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others. Global Note). (d) The Trustee may appoint an authenticating agent acceptable to the Issuers Company to authenticate Notes. An authenticating agent may authenticate 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 Holders Holders, the Company or an Affiliate of the IssuersCompany. (e) The Trustee shall authenticate and make available for delivery upon receipt of an Authentication Order (i) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $300,000,000, (ii) subject to the terms of this Indenture, PIK Notes (or shall increase the principal amount of any Global Note) and (iii) any other Notes issued in accordance with this Indenture. Such Authentication Order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, PIK Notes, Unrestricted Global Notes or other Notes. (f) On any Interest Payment Date on which the Company pays PIK Interest (a “PIK Payment”), with respect to a Global Note, upon receipt of an Authentication Order, the Trustee shall increase the principal amount of such Global Note by an amount equal to the interest payable, rounded up to the nearest whole dollar, for the relevant interest period on the principal amount of such Global Note as of the relevant Record Date for such Interest Payment Date, to the credit of the Holders on such Record Date and an adjustment shall be made on the books and records of the Trustee with respect to such Global Note to reflect such increase. On any Interest Payment Date on which the Company makes a PIK Payment by issuing Definitive Notes (a “PIK Note”), the principal amount of any such PIK Note issued to any Holder, for the relevant interest period as of the relevant Record Date for such Interest Payment Date, shall be rounded up to the nearest whole dollar.

Execution and Authentication. At least one An Officer of each Issuer shall execute sign the Notes on behalf of such Issuer Securities for the Company by manual, electronic manual or facsimile signature. If an Officer whose signature is on a Note Security no longer holds that office at the time a Note Security is authenticated, the Note Security shall nevertheless be valid. A Note Security shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or electronic signature of an authorized officer of the Trustee. The signature shall be conclusive evidence that the Note Security has been duly authenticated and delivered under this Indenture. On the Issue Date, the The Trustee shall, upon receipt a written order of the Company signed by an Issuer Order Officer (an “Authentication Order”), together with an Officer’s Certificate and an Opinion of Counsel, authenticate and deliver Securities for original issue in the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in and pursuant to such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably procedures acceptable to the Trustee or if as are stated in the TrusteeAuthentication Order. In addition to the matters required by Section 12.05, being advised by counsel, determines that such action may not lawfully be taken or may expose Officer’s Certificate and Opinion of Counsel shall cover such other matters as the Trustee to personal liability to existing Holders or othersshall reasonably request. The Trustee may appoint an authenticating agent acceptable to the Issuers Company to authenticate NotesSecurities. An authenticating agent may authenticate Notes 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 Holders or an Affiliate of the IssuersCompany. 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 Trustee for cancellation as provided in Section 2.13 together with a written statement stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of this Indenture.

Execution and Authentication. (a) At least one Officer of each Issuer shall execute the Notes on behalf of such Issuer the Company by manual, electronic manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. . (b) A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, hereto by the manual or electronic signature of an authorized signatory of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. . (c) On the Issue Date, the Trustee shall, upon receipt of a written order of the Company signed by an Issuer Order Officer (an “Authentication Order”)) and together with an Opinion of Counsel and Officer’s Certificate reasonably acceptable to the Trustee, authenticate and deliver the Initial Notes. The Trustee shall be fully protected and shall incur no liability for failing to take any action with respect to the delivery of any Notes unless and until it has received such Authentication Order, Opinion of Counsel and Officer’s Certificate. In addition, at any time, time and from time to time, the Trustee shall shall, upon receipt of an Authentication Order Order, authenticate and deliver any Definitive Notes to be issued in exchange for interests in Global Notes, any Additional Notes, any replacement Notes for to be issued pursuant to Section 2.07 or any Notes issuable following a redemption or repurchase by the Company pursuant to the terms of this Indenture in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others. . (d) The Trustee may appoint an authenticating agent acceptable to the Issuers Company to authenticate Notes. An authenticating agent may authenticate 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 Holders or an Affiliate of the IssuersCompany.

Execution and Authentication. At least one Officer An authorized member of each the Issuer’s Board of Directors or an executive officer of the Issuer shall execute sign the Notes on behalf of such the Issuer by manual, electronic or facsimile signature. If an Officer authorized member of the Issuer’s Board of Directors or an executive officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee (or its authenticating agent) authenticates the Note, the Note shall nevertheless be validvalid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or electronic signature an authorized signatory of the TrusteeTrustee (or its authenticating agent) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On . (a) Original Notes, on the Issue Datedate hereof, the Trustee shall, upon receipt for original issue an aggregate principal amount of an Issuer Order $600,000,000 and (an “Authentication Order”), authenticate and deliver the Initial b) Additional Notes. In addition, at any time, from time to time, subject to compliance at the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication time of issuance of such Additional Notes will affect with the Trustee’s own rightsprovisions of ‎Section 4.06 and ‎Section 4.07. The Issuer is permitted to issue Additional Notes as part of a further issue under this Indenture, duties from time to time; provided that, any Additional Notes may not have the same CUSIP number and/or ISIN (or immunities under be represented by the same Global Note or Global Notes) as the Notes unless the Additional Notes are fungible with the Notes for U.S. federal income tax purposes. The Issuer will issue Notes in denominations of $2,000 and this Indenture or otherwise integral multiples of $1,000 in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or othersexcess thereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate the Notes. An Unless limited by the terms of such appointment, any such authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as an any Registrar, co-Registrar, Transfer Agent or Paying Agent to deal with Holders the Issuer or an Affiliate of the IssuersIssuer. The Trustee shall have the right to decline to authenticate and deliver any Notes under this ‎‎Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders.

Execution and Authentication. At least one Officer of each Issuer shall execute must sign the Notes on behalf of such Issuer for the Company by manual, electronic manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall will nevertheless be valid. A Note shall will not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or electronic signature of the Trustee. The signature shall will be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the The Trustee shallwill, upon receipt of a written order of the Company signed by an Issuer Order Officer (an “Authentication Order”), authenticate and deliver Notes for original issue that may be validly issued under this Indenture, including any Additional Notes issued on or after the Initial NotesRelease Date pursuant to Section 2.14 hereof. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Company pursuant to one or more Authentication Orders, except as provided in Section 2.07 hereof. In addition, at any time, from time to timeauthenticating the Notes, the Trustee shall upon receive, and subject to Section 7.01 hereof will be fully protected in relying upon, an Authentication Order authenticate Opinion of Counsel stating that this Indenture and deliver such Notes and Note Guarantees, when authenticated and delivered by the Trustee and issued by the Company and the Guarantors in the manner and subject to any Additional Notes for an aggregate principal amount conditions specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not Opinion of Counsel, will constitute valid and binding obligations of the Company and the Guarantors enforceable in accordance with their terms (except as the enforceability thereof may be required limited by bankruptcy, insolvency, reorganization, moratorium, or other laws relating to authenticate any Additional Notesor affecting creditors’ rights and by general principles of equity, nor will it be liable for its refusal and subject to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or otherscustomary assumptions). The Trustee may appoint an authenticating agent acceptable to the Issuers Company to authenticate Notes. An Unless otherwise provided in the appointment, an authenticating agent may authenticate 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 Holders of Notes or an Affiliate of the IssuersCompany.

Execution and Authentication. At least one Officer Two Officers must sign the Securities of each Issuer shall execute any series for the Notes on behalf of such Issuer by manual, electronic manual or facsimile signature. If an Officer whose signature is on a Note Security no longer holds that office at the time a Note Security is authenticated, the Note shall Security will nevertheless be valid. A Note shall Security will not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or electronic signature of the Trustee. The signature shall will be conclusive evidence that the Note Security has been duly authenticated and delivered under this Indenture. On the Issue Date, the The Trustee shallwill, upon receipt at any time or from time to time of an a written order of the Issuer Order signed by two Officers (an “Authentication Order”), authenticate and deliver Securities of any series for original issue up to the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified set forth in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or othersOrder. The Trustee may appoint an authenticating agent acceptable to the Issuers Issuer to authenticate NotesSecurities. An authenticating agent may authenticate Notes 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 Holders or an Affiliate of the IssuersIssuer. In authenticating Securities of any series, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive and, subject to Sections 315(a) through 315(d) of the TIA, shall be fully protected in relying upon, (a) an Opinion of Counsel stating that (i) the form or forms of such Securities have been established in conformity with the provisions of this Indenture, (ii) the terms of such Securities have been established in conformity with the provisions of this Indenture and (iii) such Securities, when completed by appropriate insertions and executed and delivered by the Issuer to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and binding obligations of the Issuer, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights, to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities; and (b) an Officers’ Certificate stating that all conditions precedent provided for in this Indenture relating to the issuance of such Securities have been complied with and that, to the best of the knowledge of the signers of such Certificate, no Event of Default with respect to any of the Securities shall have occurred and be continuing.

Execution and Authentication. At least one Officer of each the Issuer shall execute the Notes on behalf of such Issuer the Issuer, which shall include images of manually executed signatures transmitted by manualfacsimile, email or other electronic format (including, without limitation, “.pdf,” “.tif,” “.jpg” or facsimile signatureother format) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual manual, facsimile or electronic signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuer Issuer’s Order (an “Authentication Order”), authenticate and deliver the Initial NotesNotes in the aggregate principal amount or amounts specified in such Authentication Order. In addition, at any time, from time to time, the Trustee shall shall, upon receipt of an Authentication Order (together with such other documents as may be required pursuant to this Indenture), authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued or increased hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others. The Trustee may appoint an authenticating agent acceptable to the Issuers Issuer to authenticate Notes. An authenticating agent may authenticate 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 Holders or an Affiliate of the IssuersIssuer.

Execution and Authentication. (a) At least one Officer of each Issuer shall execute the Notes on behalf of such Issuer the Company by manual, electronic manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. . (b) A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, hereto by the manual or electronic signature of an authorized signatory of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. . (c) On the Issue Date, the Trustee shall, upon receipt of a written order of the Company signed by an Issuer Order Officer (an “Authentication Order”), authenticate and deliver the Initial Notes; provided that the Trustee shall be entitled to receive an Officer’s Certificate of the Company addressing such matters as the Trustee may reasonably request in connection with such authentication of such Notes. In addition, at any time, time and from time to time, the Trustee shall shall, upon receipt of an Authentication Order Order, authenticate and deliver any Additional Notes for in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others. . (d) The Trustee may appoint an authenticating agent acceptable to the Issuers Company to authenticate Notes. An authenticating agent may authenticate 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 Holders holders, the Company or an Affiliate of the IssuersCompany. (e) The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Company (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $500,000,000, and (b) Additional Notes, and (c) any other Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes, Additional Notes or other Unrestricted Global Notes and other information the Company may determine to include or the Trustee may reasonably request.

Execution and Authentication. At least one Officer of each the Issuer shall execute sign the Notes on behalf of such for the Issuer by manual, electronic manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a the Note is authenticated, the Note shall nevertheless be valid. A Note signed by the Issuer in accordance with this Section 2.02 shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or electronic signature of the Trustee. The signature of the Trustee shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On The form of Trustee’s certificate of authentication to be borne by the Issue Date, the Notes shall be substantially as set forth in Exhibit A attached hereto. The Trustee shall, (a) upon receipt of an Issuer Order Order, requesting authentication pursuant to Section 2.02 hereof (an “Authentication Order”), authenticate and deliver (i) for original issue on the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Issue Date Notes for in an aggregate principal amount specified in of $240,380,000 and (ii) PIK Notes, that may be validly issued under this Indenture, and (b) upon receipt of an Issuer Order, increase the principal amount of any Global Note as a result of a PIK Payment, which such Authentication Order for such Additional Notes issued hereunderamount shall be communicated to the Trustee. The Trustee aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Issuer shall not be required responsible for making all calculations and determinations with respect to authenticate accrued interest payable, including with respect to any Additional NotesPIK Notes or the increase of principal amount of any Global Note as a result of a PIK Payment contemplated hereby. The Issuer shall make all such calculations and determinations in good faith and, nor will it absent manifest error, the Issuer’s calculations shall be liable for final and binding on Holders. Upon written request, the Issuer shall promptly provide a schedule of its refusal calculations to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication authenticating by the Trustee includes authentication authenticating by such agent. An authenticating agent has the same rights as an Agent to deal with Holders the Issuer or an Affiliate of the IssuersIssuer. The Issuer, the Trustee and any agent of the Issuer or the Trustee shall treat the Person in whose name any Note is registered as the owner of such Note for the purpose of receiving payment of principal of and (subject to the provisions of this Indenture and the Notes with respect to record dates) interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and neither the Issuer, the Trustee nor any agent of the Issuer or the Trustee shall be affected by notice to the contrary.

Execution and Authentication. At least one Officer Two Officers of each Issuer shall execute the Notes General Partner must sign the Securities of any series on behalf of such the Issuer by manual, electronic manual or facsimile signature. If an Officer whose signature is on a Note Security no longer holds that office at the time a Note Security is authenticated, the Note shall Security will nevertheless be valid. A Note shall Security will not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or electronic signature of the Trustee. The signature shall will be conclusive evidence that the Note Security has been duly authenticated and delivered under this Indenture. On the Issue Date, the The Trustee shallwill, upon receipt at any time or from time to time of an a written order of the Issuer Order signed by two Officers of the General Partner on behalf of the Issuer (an “Authentication Order”), authenticate and deliver Securities of any series for original issue up to the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified set forth in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or othersOrder. The Trustee may appoint an authenticating agent acceptable to the Issuers Issuer to authenticate NotesSecurities. An authenticating agent may authenticate Notes 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 Holders or an Affiliate of the IssuersIssuer. In authenticating Securities of any series, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to TIA §§ 315(a) through 315(d)) shall be fully protected in relying upon, (1) an Opinion of Counsel stating that: (i) the form or forms of such Securities have been established in conformity with the provisions of this Indenture; (ii) the terms of such Securities have been established in conformity with the provisions of this Indenture; and (iii) such Securities, when completed by appropriate insertions and executed and delivered by the Issuer to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and binding obligations of the Issuer, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights, to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities; and (2) an Officers’ Certificate stating that all conditions precedent provided for in this Indenture relating to the issuance of the Securities have been complied with and that, to the best of the knowledge of the signers of such Certificate, no Event of Default (as defined in Section 6.01) with respect to any of the Securities shall have occurred and be continuing.

Execution and Authentication. At least one An Officer of each Issuer shall execute sign the Notes on behalf of such Issuer for the Company by manual, facsimile or electronic or facsimile image scan (e.g., pdf) signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. A Note The Trustee shall not be entitled to any benefit under this Indenture or be valid or obligatory authenticate Notes for any purpose until authenticated substantially original issue on the Issue Date in the aggregate principal amount of $500,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of Exhibit A attached heretoan Officers’ Certificate. In addition, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue and the Trustee shall from time to time authenticate Exchange Notes in exchange for an equal aggregate principal amount of outstanding Initial Notes and/or Additional Notes, as the case may be, in any exchange offer pursuant to a Registration Rights Agreement, in each case upon receipt by the manual or electronic signature Trustee of a written order of the TrusteeCompany in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a written order of the Company in the form of an Officers’ Certificate for the authentication and delivery of such Notes, and the Trustee in accordance with such written order of the Company shall authenticate and deliver such Notes. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate the Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes 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 Holders or an Affiliate the Company and Affiliates of the IssuersCompany.

Execution and Authentication. At least one An Officer of each Issuer shall execute the Notes Securities and the coupons appertaining thereto, if any, for the Company by facsimile or manual signature, which may be imprinted or otherwise reproduced on the Securities, in the name and on behalf of such Issuer by manualthe Company. The seal of the Company, electronic or facsimile signatureif any, shall be reproduced on the Securities. If an Officer whose signature is on a Note Security or coupon appertaining thereto no longer holds that office at the time a Note the Security is authenticated, the Note Security and such coupon shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or electronic signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others. The Trustee may appoint an authenticating agent acceptable to (the Issuers “Authenticating Agent”) to authenticate NotesSecurities. An authenticating agent The Authenticating Agent may authenticate Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentAuthenticating Agent. An authenticating agent has Each Authentication Agent shall be acceptable to the Company and shall at all times meet the qualifications of the Trustee required by Article 7 of this Indenture. If at any time an Authentication Agent shall cease to be eligible in accordance with the previous sentence, such Authentication Agent shall resign immediately. If an Authentication Agent consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation or national banking association, the resulting, surviving or transferee corporation or national banking association without any further act shall be an Authentication Agent under this Indenture with the same rights effect as if the successor Authentication Agent had been appointed as an Authentication Agent as provided herein, provided such successor shall otherwise be eligible to deal be an Authentication Agent under this Indenture. A Security and the coupons appertaining thereto shall not be valid or obligatory for any purpose or be entitled to the benefits of this Indenture until the Trustee or Authenticating Agent executes the certificate of authentication on the Security or on the Security to which such coupon appertains by an authorized officer. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been duly authenticated and delivered under this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with Holders the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or an Affiliate upon the written order of the IssuersCompany, signed by an Officer, or pursuant to such procedures acceptable to the Trustee and such recipients, without any further action by the Company. In authenticating such Securities, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Sections 2.01 and 2.03 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the following effect, which Opinion of Counsel may contain such assumptions, qualifications and limitations as such counsel shall reasonably deem appropriate: (i) the form or forms and terms of the Securities of such series have been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and the supplemental indenture, to the extent applicable, and (ii) such Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered and duly paid for, would be entitled to the benefits of the Indenture and will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether enforceability is considered in a proceeding of equity or law). The Trustee shall not be required to authenticate such Securities if the Trustee reasonably determines that the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture in any material respect or may not be lawfully taken. Notwithstanding the provisions of Sections 2.01 and this Section 2.02, if, in connection with a Periodic Offering, all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution otherwise required pursuant to Section 2.01 or the written order, Officers’ Certificate and Opinion of Counsel otherwise required pursuant to this Section 2.02 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. With respect to Securities of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Securities, the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Section 2.01 and this Section 2.02, as applicable, in connection with the first authentication of Securities of such series. If the Company shall establish pursuant to or as contemplated by Section 2.03 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities in temporary or permanent form that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions and (iv) shall bear a legend substantially to the following effect: “This Security is a Registered Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary or a nominee thereof. This Security is exchangeable for Securities registered in the name of a Person other than the Depositary or its nominee only in the limited circumstances described in the Indenture and, unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”

Execution and Authentication. At least one Officer of each Issuer shall execute must sign the Notes on behalf of such for the Issuer by manual, facsimile or electronic or facsimile (including PDF) signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall will nevertheless be valid. A Note shall will not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual manual, facsimile or electronic (including PDF) signature of the Trustee. The signature shall will be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the The Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, will at any time, and from time to time, authenticate Notes for original issue in the principal amount provided in the Board Resolution, supplemental indenture hereto or Officer’s Certificate, upon receipt by the Trustee shall of a Company Order. Such Company Order may authorize authentication and delivery pursuant to written instructions from the Issuer or its duly authorized agent or agents. Each Note will be dated the date of its authentication unless otherwise provided by a Board Resolution, a supplemental indenture hereto or an Officer’s Certificate. The aggregate principal amount of Notes 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 Officer’s Certificate delivered pursuant to Section 2.02, except as provided in Section 2.08. Prior to the issuance of Notes of any Series, the Trustee will have received: (a) the Board Resolution, supplemental indenture hereto or Officer’s Certificate establishing the form and the terms of the Notes of that Series or of Notes within that Series, (b) an Authentication Order Officer’s Certificate complying with Section 12.04, and (c) an Opinion of Counsel complying with Section 12.04. The Trustee will have the right to decline to authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or Series if (a) the Trustee, being advised by counsel, determines that such action may not lawfully be taken lawfully or may (b) a trust committee of directors and/or vice-presidents of the Trustee determines in good faith that such action would expose the Trustee to personal liability to existing Holders or othersof any then outstanding Series of Notes. The Trustee may appoint an authenticating agent acceptable to the Issuers Issuer to authenticate Notes. An authenticating agent may authenticate Notes 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 Holders Holders, the Issuer or an Affiliate of the IssuersIssuer.

Execution and Authentication. At least one Officer of (a) With respect to each Issuer shall execute Issuer, the Notes on behalf shall be signed by manual or facsimile signature by either (a) two Officers, both of whom shall be the Chief Executive Officer, the President, the Treasurer or a Vice President of such Issuer or (b) a Chief Executive Officer, the President, the Treasurer or a Vice President of such Issuer and, with respect to such signature set forth in clause (b), such signature shall be attested by manualits Secretary or one of its Assistant Secretaries for the respective Issuer, electronic as the case may be, by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. valid nevertheless. (b) A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in an authorized signatory of the form of Exhibit A attached hereto, as Trustee manually authenticates the case may be, by the manual or electronic Note. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and delivered issued under this Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuer Order . (an “Authentication Order”), authenticate c) At any time and deliver the Initial Notes. In addition, at any time, from time to timetime after the execution and delivery of this Indenture, the Trustee shall upon an Authentication Order authenticate and deliver any Additional make available for delivery Notes for upon a written order of the Issuers signed by an aggregate principal Officer of each of the Issuers (the “Issuer Order”). An Issuer Order shall specify the amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes to be authenticated and this Indenture or otherwise in a manner the date on which the original issue of Notes is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others. authenticated. (d) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuers to authenticate the Notes. An authenticating agent Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate 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 the Authenticating Agent. (e) In case a Surviving Entity has executed an indenture supplemental hereto with the same rights as an Agent Trustee pursuant to deal with Holders or an Affiliate Article IV, any of the IssuersNotes authenticated or delivered prior to such transaction may, from time to time, at the request of the Surviving Entity, be exchanged for other Notes executed in the name of the Surviving Entity with such changes in phraseology and form as may be appropriate, but otherwise identical to the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Issuer Order of the Surviving Entity, shall authenticate and deliver Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a Surviving Entity pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such Surviving Entity, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name.

Execution and Authentication. At least one Officer The Notes shall be executed on behalf of each Issuer shall execute by any one of the following: its Chairman, Chief Executive Officer, President or Chief Financial Officer and attested by any of the aforementioned Officers other than the Officer who executed the Notes or any other Person authorized for such purpose. The signature of any of these officers on behalf of such Issuer by manual, electronic the Notes may be manual or facsimile signaturefacsimile. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or electronic signature of a duly authorized signatory of the Trustee. The Such signature shall be conclusive evidence that the Note has been duly authenticated under this Indenture. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Issuers may, subject to Article Four of this Indenture and applicable law, issue Additional Notes under this Indenture. On The Notes issued on the Issue DateDate and any Additional Notes subsequently issued shall be treated as a single class for all purposes under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee shall, upon receipt of an a written order of the Issuers signed by two Officers of each Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes for original issue in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunderOrder. The Trustee Authentication Order shall not specify the amount of Notes to be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if authenticated and the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under date on which the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable are to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or othersauthenticated. The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate Notes. An authenticating agent may authenticate 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 Holders or an Affiliate of the Issuers.

Execution and Authentication. (a) At least one Officer of each Issuer shall execute the Notes on behalf of such Issuer the Company by manual, manual or electronic or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. . (b) A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A A, attached hereto, as the case may be, hereto by the manual or electronic signature of an authorized signatory of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. . (c) On the Issue Date, the Trustee shall, upon receipt of a written order of the Company signed by an Issuer Order Officer (an “Authentication Order”)) and together with an Opinion of Counsel and Officer’s Certificate reasonably acceptable to the Trustee, authenticate and deliver the Initial Notes. The Trustee shall be fully protected and shall incur no liability for failing to take any action with respect to the delivery of any Notes unless and until it has received such Authentication Order, Opinion of Counsel and Officer’s Certificate. (d) In addition, at any time, time and from time to time, the Trustee shall shall, upon receipt of an Authentication Order Order, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes for to be issued pursuant to Section 2.07 or any Notes issuable following a redemption or repurchase by the Company pursuant to the terms of this Indenture in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others. . (e) The Trustee may appoint an authenticating agent acceptable to the Issuers Company to authenticate Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate 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 Holders or an Affiliate of the IssuersHolders.

Execution and Authentication. At least one An Officer of each Issuer shall execute sign the Notes on behalf of such Issuer for the Issuers by manual, electronic manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee or the Authenticating Agent (as the case may be) authenticates the Note, the Note shall nevertheless be validvalid nevertheless. A Note shall not be entitled to any benefit under this Indenture valid until an authorized signatory of the Trustee or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, Authenticating Agent (as the case may be, by ) manually signs the manual or electronic signature certificate of authentication on the TrusteeNote. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On Notwithstanding the Issue Dateforegoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuers, the Issuers shall deliver such Note to the Trustee shall, upon for cancellation as provided for in Section 2.11. The Trustee or the Authenticating Agent (as the case may be) shall authenticate and make available for delivery Notes as set forth in Exhibit A following receipt of an Issuer Order authentication order signed by an Officer of each of the Issuers directing the Trustee or the Authenticating Agent to authenticate such Notes (an the “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others. The Trustee may appoint one or more authenticating agents (each, an authenticating agent acceptable to the Issuers “Authenticating Agent”) to authenticate the Notes. An authenticating agent The term “Authenticating Agent” includes any successor of any Authenticating Agent appointed hereunder and any additional Authenticating Agent appointed hereunder. Unless limited by the terms of such appointment, the Authenticating Agent may authenticate the 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 The Authenticating Agent has the same rights as an any Registrar, Paying Agent or any other Agent to deal with Holders the Issuers or an Affiliate of an Issuer. The Trustee or Authenticating Agent shall have the Issuersright to decline to authenticate and deliver any Notes under this Section 2.03 if the Trustee, being advised by counsel, determines ​ ​ that such action may not lawfully be taken or if the Trustee or Authenticating Agent in good faith shall determine that such action would expose the Trustee or Authenticating Agent to personal liability to existing Holders.

Execution and Authentication. At least one Officer of each Issuer shall execute must sign the Notes on behalf of such for each Issuer by manual, electronic facsimile or facsimile electronically transmitted signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall will nevertheless be valid. A Note shall will not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or electronic signature of the Trustee. The signature shall will be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the The Trustee shallwill, upon receipt of a written order of the Issuers signed by an Officer of each Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In additionNotes for original issue that may be validly issued under this Indenture, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver including any Additional Notes for an or Exchange Notes. The aggregate principal amount specified of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Issuers pursuant to one or more Authentication Orders, except as provided in such Authentication Order for such Additional Notes issued hereunderSection 2.07 hereof. The Trustee shall not be required With respect to authenticate any Additional Notes, nor will it the Issuers shall set forth in an Officers’ Certificate, a copy of which shall be liable for its refusal delivered to authenticate any Additional Notesthe Trustee at or prior to original issuance thereof, if the authentication following information: (a) the aggregate principal amount of such Additional Notes will affect to be authenticated and delivered pursuant to this Indenture; (b) the Trustee’s own rightsissue price, duties or immunities under the issue date (and the corresponding date from which interest shall accrue thereon and the first interest payment date therefor) and the CUSIP and/or ISIN number of such Additional Notes; (c) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 relating to Restricted Global Notes and this Indenture or otherwise in a manner which is not reasonably acceptable Restricted Definitive Notes; and (d) whether such Additional Notes shall be entitled to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or othersbenefits of a Registration Rights Agreement. The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate Notes. An authenticating agent may authenticate 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 Holders or an Affiliate of the IssuersCompany.

Execution and Authentication. (a) At least one Officer of each Issuer shall execute the Notes on behalf of such the Issuer by manual, electronic facsimile or facsimile electronically transmitted signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. . (b) A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, hereto by the manual or electronic signature of an authorized signatory of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. . (c) On the Issue Date, the Trustee shall, upon receipt of a written order of the Issuer signed by an Issuer Order Officer (an “Authentication Order”)) and together with an Opinion of Counsel and Officer’s Certificate reasonably acceptable to the Trustee, authenticate and deliver the Initial Notes. The Trustee shall be fully protected and shall incur no liability for failing to take any action with respect to the delivery of any Notes unless and until it has received such Authentication Order, Opinion of Counsel and Officer’s Certificate. In addition, at any time, time and from time to time, the Trustee shall shall, upon receipt of an Authentication Order Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Definitive Notes to be issued in exchange for interests in Global Notes, any Additional Notes, any replacement Notes for to be issued pursuant to Section 2.07 or any Notes issuable following a redemption or repurchase by the Issuer pursuant to the terms of this Indenture in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others. . (d) The Trustee may appoint an authenticating agent acceptable to the Issuers Issuer to authenticate Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate 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 Holders or an Affiliate of the IssuersIssuer.

Execution and Authentication. At least one (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed on behalf of the Co-Issuers by an Authorized Officer of each Co-Issuer shall execute and delivered by the Co-Issuers to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes on behalf of such Issuer by manual, electronic may be manual or facsimile signaturefacsimile. If an Authorized Officer of any Co-Issuer whose signature is on a Note no longer holds that office at the time a the Note is authenticated, the Note shall nevertheless be valid. A . (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Co-Issuers may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Co-Issuers to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes. (c) No Note shall not be entitled to any benefit under this the Indenture or be valid or obligatory for any purpose until authenticated unless there appears on such Note a certificate of authentication substantially in the form of Exhibit A attached heretoprovided for below, as duly executed by the case may be, Trustee by the manual or electronic signature of the Trusteea Trust Officer. The signature Such signatures on such certificate shall be conclusive evidence evidence, and the only evidence, that the Note has been duly authenticated and delivered under this Base Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others. The Trustee may appoint an authenticating agent acceptable to the Co-Issuers to authenticate Notes. An Unless limited by the term of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has The Trustee’s certificate of authentication shall be in substantially the same rights as an Agent to deal with Holders or an Affiliate following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. Citibank, N.A., as Trustee By: Authorized Signatory” (d) Each Note shall be dated and issued as of the date of its authentication by the Trustee. (e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Co-Issuers, and the Co-Issuers shall deliver such Note to the Trustee for cancellation as provided in Section 2.14 together with a written statement to the Trustee and the Servicer (which need not comply with Section 14.3) stating that such Note has never been issued and sold by the Co-Issuers, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.

Execution and Authentication. At least one Officer of each Issuer shall execute the (a) The Notes shall, upon issue pursuant to Section 2.2, be executed on behalf of such the Issuer by manual, electronic or facsimile signaturean Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided herein. If an Authorized Officer whose signature is on a Note no longer holds that office at the time a the Note is authenticated, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series of Notes executed by the Issuer to the Indenture Trustee for authentication, together with one or more Issuer Orders for the authentication and delivery of such Notes, and the Indenture Trustee, in accordance with such Issuer Order and this Base Indenture, shall authenticate and deliver such Notes. A If specified in the related Indenture Supplement for any Series of Notes, the Indenture Trustee shall authenticate and deliver outside the United States the Global Note that is issued upon original issuance thereof, upon receipt of an Issuer Order, to the Depository against payment of the purchase price therefor. If specified in the related Indenture Supplement for any Series of Notes, the Indenture Trustee shall authenticate Book-Entry Notes that are issued upon original issuance thereof, upon receipt of an Issuer Order, to a Clearing Agency, or its nominee as provided in Section 2.10 against payment of the purchase price thereof. (c) No Note shall not be entitled to any benefit under this the Indenture or be valid or obligatory for any purpose until authenticated unless there appears on such Note a certificate of authentication substantially in the form of Exhibit A attached heretoprovided for herein, as duly executed by the case may be, Indenture Trustee by the manual or electronic signature of the Trusteea Responsible Officer. The signature Such signatures on such certificate shall be conclusive evidence evidence, and the only evidence, that the Note has been duly authenticated and delivered under this the Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others. The Trustee may appoint an authenticating agent acceptable to the Issuers Issuer to authenticate Notes. An Unless limited by the term of such appointment, an authenticating agent may authenticate Notes whenever the Indenture Trustee may do so. Each reference in this Base Indenture to authentication by the Indenture Trustee includes authentication by such agent. An authenticating agent has The Indenture Trustee’s certificate of authentication shall be in substantially the same rights as an Agent to deal with Holders or an Affiliate following form: This is one of the IssuersNotes of a Series of Notes issued under the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the date of its authentication by the Indenture Trustee. (e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Indenture Trustee for cancellation as provided in Section 2.14, together with a written statement (which need not comply with Section 13.2 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.

Execution and Authentication. At least one An Officer of (who shall, in each Issuer case, have been duly authorized by all requisite corporate actions) shall execute sign the Notes on behalf of such for the Issuer by manual, electronic or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be validvalid nevertheless. A No Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated unless there appears on such Note a certificate of authentication substantially in the form of Exhibit A attached hereto, as the case may be, provided for herein executed by the Trustee by manual or electronic signature of the Trustee. The signature an authorized officer, and such certificate upon any Note shall be conclusive evidence evidence, and the only evidence, that the such Note has been duly authenticated and delivered under hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. On the Issue Date, the Trustee shall, upon receipt of an The Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal deliver an Opinion of Counsel or Officer’s Certificate to authenticate any Additional Notes, if the Trustee in connection with the authentication of such Additional the issuance of the of Initial Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or othershereunder. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate the Notes. An Unless otherwise provided in the appointment, an authenticating agent may authenticate the 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 Holders or an Affiliate the Issuer and Affiliates of the IssuersIssuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000.

Execution and Authentication. At least one Officer of each Issuer (a) Two Officers shall execute sign the Notes on behalf of such Issuer for the Company by manual, electronic manual or facsimile signature. The Company's seal may be reproduced on the Notes and may be in facsimile form. (b) If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. . (c) A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or electronic signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the . (d) The Trustee shall, upon receipt a written order of the Company signed by an Issuer Order Officer (an “"Authentication Order”"), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others. original issue. (e) The Trustee may appoint an authenticating agent acceptable to the Issuers Company to authenticate Notes. An authenticating agent may authenticate 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 Holders or an Affiliate of the IssuersCompany. (f) The Company may issue Additional Notes from time to time after the offering of the Initial Notes. With respect to any Additional Notes, the Company shall set forth in a resolution of the Board of Directors and an Officers' Certificate, a copy of each which shall be delivered to the Trustee, the following information: (i) the aggregate principal amount at maturity of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (ii) the issue price, the issue date and the CUSIP number and corresponding ISIN of such Additional Notes; and (iii) whether such Additional Notes shall be subject to transfer restrictions and issued in the form of Initial Notes as set forth in Exhibit A to this Indenture or shall be issued in the form of Exchange Notes as set forth in Exhibit A to this Indenture. The Initial Notes, the Exchange Notes and any Additional Notes subsequently issued under this Indenture shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.

Execution and Authentication. (a) At least one Officer of each Issuer shall execute the Notes on behalf of such Issuer the Company by manual, electronic manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. . (b) A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, hereto by the manual or electronic signature of an authorized signatory of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. . (c) On the Issue Date, the Trustee shall, upon receipt of a written order of the Company signed by an Issuer Order Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, time and from time to time, the Trustee shall shall, upon receipt of an Authentication Order Order, authenticate and deliver any Additional Notes for in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others. . (d) The Trustee may appoint an authenticating agent acceptable to the Issuers Company to authenticate Notes. An authenticating agent may authenticate 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 Holders Holders, the Company or an Affiliate of the IssuersCompany. (e) The Trustee shall authenticate and make available for delivery upon an Authentication Order (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $500,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) any other Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such Authentication Order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or other Unrestricted Global Notes.

Execution and Authentication. At least one An Officer of each the Issuer shall execute sign the Notes on behalf of such for the Issuer by manual, electronic manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee or the Authenticating Agent (as the case may be) authenticates the Note, the Note shall nevertheless be validvalid nevertheless. A Note shall not be entitled to any benefit under this Indenture valid until an authorized signatory of the Trustee or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, Authenticating Agent (as the case may be, by ) manually signs the manual or electronic signature certificate of authentication on the TrusteeNote. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On Notwithstanding the Issue Dateforegoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, the Issuer shall deliver such Note to the Trustee shall, upon for cancellation as provided for in Section 2.11. The Trustee or the Authenticating Agent (as the case may be) shall authenticate and make available for delivery Notes as set forth in Exhibit A following receipt of an authentication order signed by an Officer of the Issuer Order directing the Trustee or the Authenticating Agent to authenticate such Notes (an the “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others. The Trustee may appoint one or more authenticating agents (each, an authenticating agent acceptable to the Issuers “Authenticating Agent”) to authenticate the Notes. An authenticating agent The term “Authenticating Agent” includes any successor of any Authenticating Agent appointed hereunder and any additional Authenticating Agent appointed hereunder. Unless limited by the terms of such appointment, the Authenticating Agent may authenticate the 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 The Authenticating Agent has the same rights as an any Registrar, Paying Agent or any other Agent to deal with Holders the Issuer or an Affiliate of the IssuersIssuer. The Trustee or Authenticating Agent shall have the right to decline to authenticate and deliver any Notes under this Section 2.03 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or Authenticating Agent in good faith shall determine that such action would expose the Trustee or Authenticating Agent to personal liability to existing Holders.

Execution and Authentication. At least one Officer The Notes shall be executed on behalf of the Issuers by two Officers of each Issuer shall execute the Notes on behalf or an Officer and an Assistant Secretary of such Issuer by manual, electronic each Issuer. Such signature may be either manual or facsimile signaturefacsimile. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be validvalid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form Trustee manually signs the certificate of Exhibit A attached hereto, as authentication on the case may be, by the manual or electronic signature of the TrusteeNote. The Such signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On The Trustee shall authenticate (i) Notes for original issue on the Issue DateDate in an amount not to exceed $150,000,000 aggregate principal amount upon a Company Request, the Trustee shall, upon receipt and (ii) any Payment-in-Kind Notes as a result of an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes PIK Interest for an aggregate principal amount specified in such Authentication Order Company Request for such Additional Payment-in-Kind Notes issued hereunder. The Trustee Each such Company Request shall not specify the amount of Notes to be required authenticated and the date on which the Notes are to authenticate any Additional be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, nor will it as applicable, are to be liable for its refusal to authenticate any Additional Notes, if the authentication of issued as Definitive Notes or Global Notes or such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to other information as the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or othersreasonably request. The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate Notes. An authenticating agent may authenticate 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 right as an Agent to deal with Holders the Issuers or an Affiliate of Affiliate. The Trustee shall have the Issuersright to decline to authenticate and deliver any Notes under this Section if the Trustee, being advised by counsel, reasonably determines that such action may not lawfully be taken, if its own rights, duties or immunities under the Notes and this Indenture are affected in a manner that is not reasonably acceptable to the Trustee or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Noteholders.

Execution and Authentication. At least one Officer of each Issuer The Notes shall execute the Notes be executed on behalf of such Issuer DIMAC Holdings, by manualmanual or facsimile signature, electronic by its Chairman of the Board, its President or one of its Vice Presidents and attested by another Officer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a the Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or electronic signature of the Trustee. The signature of the Trustee shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On The form of Trustee's certificate of authentication to be borne by the Issue Date, the Notes shall be substantially as set forth in Exhibit A attached hereto. The Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”), shall authenticate and deliver the Initial NotesNotes for original issue up to $30,000,000 aggregate principal amount. In addition, at any time, from time to time, the Trustee shall authenticate PIK Notes from time upon an Authentication Order authenticate and deliver any Additional Notes for an Issuer Order. The aggregate principal amount specified in such Authentication Order for such Additional of Notes outstanding at any time may not exceed $30,000,000 plus the aggregate principal amount of PIK Notes issued hereunder. The Trustee shall not be required pursuant to authenticate any Additional Section 1 of the Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise except as provided in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or othersSection 2.7. The Trustee may appoint an authenticating agent acceptable to the Issuers DIMAC Holdings to authenticate Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication authenticating by the Trustee includes authentication authenticating by such agent. An authenticating agent has the same rights as an Agent to deal with Holders DIMAC Holdings or an Affiliate of DIMAC Holdings. Unless otherwise required by applicable law, DIMAC Holdings, the IssuersTrustee and any agent of DIMAC Holdings or the Trustee shall treat the Person in whose name any Note is registered as the owner of such Note for the purpose of receiving payment of principal of and (subject to the provisions of this Indenture and the Notes with respect to record dates) interest on such Note and for all other purposes whatsoever, regardless of whether such Note is overdue, and neither DIMAC Holdings, the Trustee nor any agent of DIMAC Holdings or the Trustee shall be affected by notice to the contrary.

Execution and Authentication. (a) At least one Officer of each Issuer shall execute the Notes on behalf of such Issuer each of the Issuers by manual, electronic facsimile or facsimile electronically transmitted signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. . (b) A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, hereto by the manual or electronic signature of an authorized signatory of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. . (c) On the Issue Date, the Trustee shall, upon receipt of a written order of the Issuers signed by an Issuer Order Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. The Trustee shall be fully protected and shall incur no liability for failing to take any action with respect to the delivery of any Notes unless and until it has received such Authentication Order, Opinion of Counsel and Officer’s Certificate. In addition, at any time, time and from time to time, the Trustee shall shall, upon receipt of an Authentication Order Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Definitive Notes to be issued in exchange for interests in Global Notes, any Additional Notes, any replacement Notes for to be issued pursuant to Section 2.07 or any Notes issuable following a redemption or repurchase by the Issuers pursuant to the terms of this Indenture in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others. . (d) The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate 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 Holders or an Affiliate of the Issuers.

Execution and Authentication. At least one An Officer of each Issuer shall execute must sign the Notes on behalf of such Issuer for the Company by manual, electronic manual or facsimile signature. If an the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall will nevertheless be valid. A Note shall will not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or electronic facsimile signature of the TrusteeTrustee or Authentication Agent. The signature shall will be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee (or the Authentication Agent (as defined herein below)) shall, upon receipt of a written order of the Company signed by an Issuer Order Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In additionNotes for original issue up to $500,000,000 in aggregate principal amount of Notes and, upon delivery of any Authentication Order at any time, time and from time to timetime thereafter, the Trustee (or the Authentication Agent) shall upon an Authentication Order authenticate and deliver any Additional Notes for original issue, or Definitive Notes issued pursuant to Section 2.06, in an aggregate principal amount specified in such Authentication Order. Such Authentication Order for such Additional shall specify the aggregate principal amount of Notes issued hereunder. The Trustee shall not to be required to authenticate any Additional authenticated, the series and type of Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under date on which the Notes are to be authenticated, and the date from which interest on such Notes shall accrue, whether the Notes are to be issued as definitive Notes or Global Notes and whether or not the Notes shall bear any legend, or such other information as the Trustee may reasonably request. In addition, such Authentication Order shall include (a) a statement that the Persons signing the Authentication Order have (i) read and understood the provisions of this Indenture or otherwise in a manner which is not reasonably acceptable relevant to the Trustee statements in the Authentication Order and (ii) made such examination or if investigation as is necessary to enable them to make such statements and (b) a brief statement as to the Trustee, being advised by counsel, determines that such action may not lawfully be taken nature and scope of the examination or may expose investigation on which the Trustee to personal liability to existing Holders or othersstatements set forth in the Authentication Order are based. The Trustee may appoint an authenticating authentication agent (the “Authentication Agent”) acceptable to the Issuers Company to authenticate Notes. An authenticating Such an agent may authenticate 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 Any Authentication Agent has the same rights as an Agent to deal with Holders or an Affiliate of the IssuersCompany. Any such appointment shall be evidenced by an instrument signed by a Responsible Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, an Authentication Agent may authenticate Notes whenever the Trustee may do so. The Trustee appoints, upon the terms and subject to the conditions of this Indenture, the Registrar as the Authentication Agent and the Registrar hereby accepts such appointment. The Company confirms this appointment as acceptable to it. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An Authentication Agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company.

Execution and Authentication. (a) At least one Officer of each Issuer shall execute the Notes on behalf of such Issuer the Company by manual, electronic manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. . (b) A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, hereto by the manual or electronic signature of an authorized signatory of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. . (c) On the Issue Date, the Trustee shall, upon receipt of a written order of the Company signed by an Issuer Order Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, time and from time to time, the Trustee shall shall, upon receipt of an Authentication Order Order, authenticate and deliver any Additional Notes for in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others. . (d) The Trustee may appoint an authenticating agent acceptable to the Issuers Company to authenticate Notes. An authenticating agent may authenticate 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 Holders Holders, the Company or an Affiliate of the IssuersCompany. (e) The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Company (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $702,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or other Unrestricted Global Notes.

Execution and Authentication. At least The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Company (an “Authentication Order”) (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $550,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each Issuer shall execute of the Notes to be authenticated, the date on behalf which the original issue of such Issuer Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Company by manual, electronic manual or facsimile PDF signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be validvalid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or electronic signature an authorized signatory of the TrusteeTrustee (or an authenticating agent as described immediately below) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuers Company to authenticate the Notes. An Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, an authenticating agent may authenticate 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 any Registrar, Paying Agent to deal with Holders or an Affiliate agent for service of the Issuersnotices and demands.

Execution and Authentication. At least one (a) The Notes shall be signed for the Company by manual or facsimile signature by the Chairman of the Board, the President, the Chief Executive Officer or the Chief Financial Officer of each Issuer shall execute the Notes on behalf of such Issuer by manual, electronic or facsimile signatureCompany. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. valid nevertheless. (b) A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in an authorized signatory of the form of Exhibit A attached hereto, as Trustee manually authenticates the case may be, by the manual or electronic Note. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuer Order . (an “Authentication Order”), authenticate c) At any time and deliver the Initial Notes. In addition, at any time, from time to timetime after the execution and delivery of this Indenture, the Trustee shall upon an Authentication Order authenticate and deliver any Additional make available for delivery Notes for an upon a written order of the Company signed by one Officer of the Company (a "Company Order"). A Company Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. The aggregate principal amount specified in such Authentication Order for such Additional of Notes issued hereunder. The Trustee shall not that may be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities authenticated and delivered under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others. unlimited. (d) The Trustee may appoint an authenticating agent (the "Authenticating Agent") reasonably acceptable to the Issuers Company to authenticate the Notes. An authenticating agent Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate 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 the Authenticating Agent. (e) In case a Successor Entity has executed an indenture supplemental hereto with the same rights as an Agent Trustee pursuant to deal with Holders or an Affiliate Article IV, any of the IssuersNotes authenticated or delivered prior to such transaction may, from time to time, at the request of the Successor Entity, be exchanged for other Notes executed in the name of the Successor Entity with such changes in phraseology and form as may be appropriate, but otherwise identical to the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the Successor Entity, shall authenticate and deliver Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a Successor Entity pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such Successor Entity, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name.

Execution and Authentication. At least one An Officer of each Issuer shall execute sign the Notes on behalf of such Issuer Securities for the Company by manual, electronic manual or facsimile signature. If an Officer whose signature is on a Note Security no longer holds that office at the time a Note Security is authenticated, the Note Security shall nevertheless be valid. A Note Security shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or electronic signature of an authorized officer of the Trustee. The signature shall be conclusive evidence that the Note Security has been duly authenticated and delivered under this Indenture. On the Issue Date, the The Trustee shall, upon receipt a written order of the Company signed by an Issuer Order Officer (an “Authentication Order”"AUTHENTICATION ORDER"), together with an Officers' Certificate and an Opinion of Counsel, authenticate and deliver Securities for original issue in the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in and pursuant to such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably procedures acceptable to the Trustee or if as are stated in the TrusteeAuthentication Order. In addition to the matters required by Section 11.05, being advised by counsel, determines that such action may not lawfully be taken or may expose Officers' Certificate and Opinion of Counsel shall cover such other matters as the Trustee to personal liability to existing Holders or othersshall reasonably request. The Trustee may appoint an authenticating agent acceptable to the Issuers Company to authenticate NotesSecurities. An authenticating agent may authenticate Notes 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 Holders or an Affiliate of the IssuersCompany. 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 Trustee for cancellation as provided in Section 2.13 together with a written statement stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of this Indenture.

Execution and Authentication. At least one Officer The Notes shall be executed on behalf of each Issuer shall execute by any one of the following: its Chairman, Chief Executive Officer, President or Chief Financial Officer and attested by any of the aforementioned Officers other than the Officer who executed the Notes or any other Person authorized for such purpose. The signature of any of these officers on behalf of such Issuer by manual, electronic the Notes may be manual or facsimile signaturefacsimile. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or electronic signature of a duly authorized signatory of the Trustee. The Such signature shall be conclusive evidence that the Note has been duly authenticated under this Indenture. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Issuers may, subject to Article Four of this Indenture and applicable law, issue Additional Notes under this Indenture. On The Notes issued on the Issue DateDate and any Additional Notes subsequently issued shall be treated as a single class for all purposes under this Indenture. At any time and from time to time after the execution of this Indenture, the Trustee shall, upon receipt of an a written order of the Issuers signed by two Officers of each Issuer Order (an “Authentication Order”"AUTHENTICATION ORDER"), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes for original issue in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunderOrder. The Trustee Authentication Order shall not specify the amount of Notes to be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if authenticated and the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under date on which the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable are to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or othersauthenticated. The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate Notes. An authenticating agent may authenticate 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 Holders or an Affiliate of the Issuers.

Execution and Authentication. At least Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each Issuer case, have been duly authorized by all requisite corporate actions) shall attest to, the Senior Subordinated Notes for the Company by manual or facsimile signature. Each Guarantor shall execute the Notes on behalf notation of such Issuer by manual, electronic or facsimile signatureguarantee in the manner set forth in Section 12.10. If an Officer whose signature is on a Senior Subordinated Note was an Officer at the time of such execution but no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Senior Subordinated Note, the Senior Subordinated Note shall nevertheless be validvalid nevertheless. A Senior Subordinated Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or electronic signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Senior Subordinated Note. The signature shall be conclusive evidence that the Senior Subordinated Note has been duly authenticated and delivered under this Indenture. On The Trustee shall authenticate on the Issue Date, Senior Subordinated Notes for original issue in the Trustee shallaggregate principal amount of up to $30,000,000, upon receipt a written order of the Company in the form of an Issuer Order (an “Authentication Order”), authenticate Officers' Certificate. The Officers' Certificate shall specify the amount of Senior Subordinated Notes to be authenticated and deliver the Initial Notesdate on which the Senior Subordinated Notes are to be authenticated. In addition, The aggregate principal amount of Senior Subordinated Notes outstanding at any timetime may not exceed $30,000,000, from time to timeexcept as provided in Section 2.07. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall upon an Authentication Order authenticate and deliver Senior Subordinated Notes in substitution of Senior Subordinated Notes originally issued to reflect any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if name change of the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or othersCompany. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate Senior Subordinated Notes. An Unless otherwise provided in the appointment, an authenticating agent may authenticate Senior Subordinated 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 Holders or an Affiliate the Company and Affiliates of the IssuersCompany. The Senior Subordinated Notes shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. At least one (a) An Authorized Officer of each Issuer shall execute sign the Notes on behalf of such Issuer for AFC-II by manual, electronic manual or facsimile signature. If an Authorized Officer whose signature is on a Note no longer holds that office at the time a the Note is authenticated, the Note shall nevertheless be valid. A . (b) At any time and from time to time after the execution and delivery of this Indenture, AFC-II may deliver Notes of any particular Series executed by AFC-II to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Indenture, shall authenticate and deliver such Notes. (c) No Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated unless there appears on such Note a certificate of authentication substantially in the form of Exhibit A attached heretoprovided for herein, as duly executed by the case may be, Trustee by the manual or electronic signature of a Trust Officer (and the TrusteeLuxembourg agent (the "Luxembourg Agent"), if such Notes are listed on the Luxembourg Stock Exchange). The signature Such signatures on such certificate shall be conclusive evidence evidence, and the only evidence, that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others. The Trustee may appoint an authenticating agent acceptable to the Issuers AFC-II to authenticate Notes. An Unless limited by the term of such appointment, an authenticating agent may authenticate 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 Holders AFC-II or an Affiliate of AFC-II. The Trustee's certificate of authentication shall be in substantially the Issuersfollowing form: This is one of the Notes of a series issued under the within mentioned Indenture. XXXXXX TRUST AND SAVINGS BANK, as Trustee By: ------------------------------- Authorized Signatory (d) Each Note shall be dated and issued as of the date of its authentication by the Trustee. (e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by AFC-II, and AFC-II shall deliver such Note to the Trustee for cancellation as provided in Section 2.14 together with a written statement (which need not comply with Section 13.3 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by AFC-II, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of this Indenture.

Execution and Authentication. At least one Officer An authorized member of each the Issuer’s Board of Directors or an executive officer of the Issuer shall execute sign the Notes on behalf of such the Issuer by manual, electronic manual or facsimile signature. If an Officer authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be validvalid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or electronic signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon Upon receipt of an Issuer Order Order, the Issuer shall execute and the Trustee shall (whether itself or via the authenticating agent) authenticate (a) Original Notes, on the date hereof, for original issue up to an “Authentication Order”), authenticate aggregate principal amount of £425,000,000 and deliver the Initial (b) Additional Notes. In addition, at any time, from time to time, subject to compliance at the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication time of issuance of such Additional Notes will affect with the Trustee’s own rights, duties or immunities under provisions of Section 4.06. Any issue of Additional Notes that is to utilize the Notes and this Indenture or otherwise same ISIN number as a Note already issued hereunder shall be effected in a manner which and under circumstances whereby the issue of Additional Notes is not reasonably acceptable to treated as a “qualified reopening” (within the Trustee meaning of US Treas. Reg. §1.1275-2(k)(3), or if any successor provision, all as in effect at the Trusteetime of the further issue) of the issue of Notes having the shared ISIN number, being advised by counsel, determines that such action as the case may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or othersbe. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate the Notes. An Unless limited by the terms of such appointment, any such authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as an any Registrar, co-Registrar, Transfer Agent or Paying Agent to deal with Holders the Issuer or an Affiliate of the IssuersIssuer. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders.

Execution and Authentication. At least one An Officer of each Issuer shall execute sign the Notes on behalf of such Issuer for the Issuers by manual, facsimile or electronic or facsimile image scan (e.g., pdf) signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $375,000,000 (the “Initial Notes”) upon receipt by the Trustee of a written order of the Issuers in the form of an Officers’ Certificate. In addition, upon receipt of a written order from the Issuers, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for original issue upon receipt by the Trustee of a written order of the Issuers in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Notes executed by the Issuers to the Trustee for authentication, together with a written order of the Issuers in the form of an Officers’ Certificate for the authentication and delivery of such Notes, and the Trustee in accordance with such written order of the Issuers shall authenticate and deliver such Notes. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or electronic signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate the Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes 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 Holders or an Affiliate the Issuers and Affiliates of the Issuers.

Execution and Authentication. At least one Officer (a) Upon the execution and delivery of each Issuer shall execute this Agreement, or from time to time thereafter, Bonds in an aggregate principal amount not in excess of the Notes on behalf aggregate principal amount specified in the Bonds of such Issuer Series in accordance with the Authorization thereof may be executed by manualPeru and delivered to the Fiscal Agent for authentication. The Fiscal Agent shall manually authenticate and deliver the Bonds to, electronic or facsimile signatureupon the written order of, Peru, without any further action by Peru. If an Officer whose signature Any Bond that is on required to be authenticated by the Fiscal Agent pursuant to this Section 3.2 may be authenticated by a Note no longer holds that office duly appointed signatory of the Fiscal Agent. The Fiscal Agent shall at all times act as the time a Note is authenticated, sole authenticating agent for the Note shall nevertheless be validauthentication of the Bonds. A Note shall not No Bond will be entitled to any benefit under this Indenture Agreement or be valid or obligatory for any purpose until purpose, unless it has been authenticated substantially as provided in the form this Agreement and there appears on such Bond a certificate of Exhibit A attached hereto, as the case may be, authentication executed by the Fiscal Agent by manual or electronic signature of the Trustee. The signature shall signature, and such certificate upon any Bond will be conclusive evidence evidence, and the only evidence, that the Note such Bond has been duly authenticated and delivered under hereunder and is entitled to the benefit of this IndentureAgreement. (b) The Bonds must be executed on behalf of Peru by an Authorized Official. On Such signature may be the Issue Datemanual or facsimile signature of the present or any future such Authorized Official. If any Authorized Official of Peru ceases to be such Authorized Official before the Bond so signed is authenticated and delivered by the Fiscal Agent or disposed of by Peru, such Bond nevertheless may be authenticated and delivered or disposed of as though the person who signed such Bond has not ceased to be such Authorized Official of Peru; and any Bond may be signed on behalf of Peru by such person as, at the actual date of the execution of such Bond, is the proper Authorized Official of Peru, even though at the date of the execution and delivery of this Agreement such person is not such an Authorized Official. From time to time Peru will furnish the Agents with a certificate as to the incumbency and specimen signatures of persons who are then Authorized Officials. Until the Agents receive a subsequent certificate from Peru, the Trustee shall, upon receipt Agents will be entitled to rely on the last such certificate delivered to them for purposes of an Issuer Order (an “Authentication Order”), authenticate and deliver determining the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others. The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate Notes. An authenticating agent may authenticate 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 Holders or an Affiliate of the IssuersAuthorized Officials.

Execution and Authentication. At least one Officer Two Officers must sign the Securities of each Issuer shall execute any series for the Notes on behalf of such Issuer by manual, electronic manual or facsimile signature. If an Officer whose signature is on a Note Security no longer holds that office at the time a Note Security is authenticated, the Note shall Security will nevertheless be valid. A Note shall Security will not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or electronic signature of the Trustee. The signature shall will be conclusive evidence that the Note Security has been duly authenticated and delivered under this Indenture. On the Issue Date, the The Trustee shallwill, upon receipt at any time or from time to time of an a written order of the Issuer Order signed by two Officers (an “Authentication Order”), authenticate and deliver Securities of any series for original issue up to the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified set forth in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or othersOrder. The Trustee may appoint an authenticating agent acceptable to the Issuers Issuer to authenticate NotesSecurities. An authenticating agent may authenticate Notes 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 Holders or an Affiliate of the IssuersIssuer. In authenticating Securities of any series, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive and, subject to Sections 315(a) through 315(d) of the TIA, shall be fully protected in relying upon, (a) an Opinion of Counsel stating that: (i) the form or forms of such Securities have been established in conformity with the provisions of this Indenture; (ii) the terms of such Securities have been established in conformity with the provisions of this Indenture; and (iii) such Securities, when completed by appropriate insertions and executed and delivered by the Issuer to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and binding obligations of the Issuer, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights, to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities; and (b) an Officer’s Certificate stating that all conditions precedent provided for in this Indenture relating to the issuance of such Securities have been complied with and that, to the best of the knowledge of the signers of such Certificate, no Event of Default with respect to any of the Securities shall have occurred and be continuing.

Execution and Authentication. At least one Officer An authorized member of each the Issuer’s Board of Directors or an executive officer of the Issuer shall execute sign the Notes on behalf of such the Issuer by manual, electronic or facsimile signature. If an Officer authorized member of the Issuer’s Board of Directors or an executive officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee (or its authenticating agent) authenticates the Note, the Note shall nevertheless be validvalid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or electronic signature an authorized signatory of the TrusteeTrustee (or its authenticating agent) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shallThe Issuer shall execute and, upon receipt of an Issuer Order Order, the Trustee shall authenticate (an “Authentication Order”whether itself or via the authenticating agent), authenticate which such authentication may be by manual, electronic (including DocuSign or other electronic platform) or facsimile signature (a) Original Notes, on the date hereof, for original issue up to an aggregate principal amount of $1,000,000,000 and deliver the Initial (b) Additional Notes. In addition, at any time, from time to time. The Issuer is permitted to issue Additional Notes as part of a further issue under this Indenture, the Trustee shall upon an Authentication Order authenticate and deliver from time to time; provided that, any Additional Notes for an aggregate principal amount specified in such Authentication Order for such may not have the same CUSIP number and/or ISIN (or be represented by the same Global Note or Global Notes) as the Original Notes unless the Additional Notes issued hereunderare fungible with the Original Notes for U.S. federal income tax purposes. The Trustee shall not be required to authenticate any Additional Notes, nor Issuer will it be liable for its refusal to authenticate any Additional Notes, if the authentication issue Notes in denominations of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes $2,000 and this Indenture or otherwise integral multiples of $1,000 in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or othersexcess thereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate the Notes. An Unless limited by the terms of such appointment, any such authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as an any Registrar, co-Registrar, Transfer Agent or Paying Agent to deal with Holders the Issuer or an Affiliate of the IssuersIssuer. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders.

Execution and Authentication. At least one Officer Two Officers must sign the Securities of each Issuer shall execute any series for the Notes on behalf of such Issuer by manual, electronic manual or facsimile signature. If an Officer whose signature is on a Note Security no longer holds that office at the time a Note Security is authenticated, the Note shall Security will nevertheless be valid. A Note shall Security will not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or electronic signature of the Trustee. The signature shall will be conclusive evidence that the Note Security has been duly authenticated and delivered under this Indenture. On the Issue Date, the The Trustee shallwill, upon receipt at any time or from time to time of an a written order of the Issuer Order signed by two Officers (an “Authentication Order”), authenticate and deliver Securities of any series for original issue up to the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified set forth in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or othersOrder. The Trustee may appoint an authenticating agent acceptable to the Issuers Issuer to authenticate NotesSecurities. An authenticating agent may authenticate Notes 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 Holders or an Affiliate of the IssuersIssuer. In authenticating Securities of any series, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to TIA §§ 315(a) through 315(d)) shall be fully protected in relying upon, (1) an Opinion of Counsel stating that (i) the form or forms of such Securities have been established in conformity with the provisions of this Indenture; (ii) the terms of such Securities have been established in conformity with the provisions of this Indenture; and (iii) such Securities, when completed by appropriate insertions and executed and delivered by the Issuer to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and binding obligations of the Issuer, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights, to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities; and (2) an Officers’ Certificate stating that all conditions precedent provided for in this Indenture relating to the issuance of the Securities have been complied with and that, to the best of the knowledge of the signers of such Certificate, no Event of Default with respect to any of the Securities shall have occurred and be continuing.

Execution and Authentication. At least one An Officer of each Issuer shall execute sign the Notes on behalf of such Issuer Debentures for the Company by manual, electronic manual or facsimile signature. If an the Officer whose signature is on a Note Debenture no longer holds that office at the time a Note Debenture is authenticated, the Note Debenture shall nevertheless be valid. A Note Debenture shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or electronic signature of the Trustee. The signature shall be conclusive evidence that the Note Debenture has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the The Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes Debentures for an original issue in the aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, exceed $125,000,000 ($150,000,000 if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise Initial Purchasers exercise in a manner which is not reasonably acceptable full their option to purchase additional Debentures pursuant to the Trustee Purchase Agreement) upon a written order of the Company signed by an Officer (an "AUTHENTICATION ORDER"). Each such written order shall specify the amount of Debentures to be authenticated and the date on which the Debentures are to be authenticated, whether the Debentures are to be issued as certificated Debentures or if the Trustee, being advised by counsel, determines that Global Debentures or such action may not lawfully be taken or may expose other information as the Trustee to personal liability to existing Holders or othersmay reasonably request. The Trustee may appoint an authenticating agent acceptable to the Issuers Company to authenticate NotesDebentures. An authenticating agent may authenticate Notes Debentures 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 Holders or an Affiliate of the IssuersCompany. The Trustee shall have the right to decline to authenticate and deliver any Debentures under this Indenture if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability.

Execution and Authentication. At least one Officer of each the Issuer shall execute must sign the Notes on behalf of such for the Issuer by manual, electronic manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedauthenticated or at any time thereafter, the Note shall will nevertheless be valid. A Note shall will not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or electronic signature of the TrusteeAuthenticating Agent. The signature shall will be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On The Authenticating Agent shall authenticate the Dollar Notes on the Issuer Date in an aggregate principal amount of $825,000,000 and the Sterling Notes on the Issue Date, the Trustee shall, Date in an aggregate principal amount of £300,000,000 upon receipt of an authentication order signed by at least one Officer of the Issuer Order directing the Authenticating Agent to authenticate the Notes and certifying that all conditions precedent to the issuance of the Notes contained herein have been complied with (an “Authentication Order”), . The Authenticating Agent shall authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall Additional Notes upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunderrelating thereto. Each Note shall be dated the date of its authentication. The Trustee shall not be required to may authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if Notes as the authentication of such Additional Notes will affect the TrusteeIssuer’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or othersAuthenticating Agent. The Trustee may appoint an authenticating agent additional Authenticating Agent or Agents acceptable to the Issuers Issuer to authenticate Notes. An authenticating agent Unless limited by the terms of such appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentAuthenticating Agent. An authenticating agent has Such Authenticating Agent shall have the same rights as an Agent to deal the Trustee in any dealings hereunder with Holders or an Affiliate any of the Issuers.Issuer’s Affiliates. Notes authenticated by an Authenticating Agent shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated hereunder by the Trustee, and every reference in this Indenture to the authentication and delivery of Notes by the Trustee or the Trustee’s certificate of authentication shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be subject to acceptance by the Issuer and shall at all times be a corporation organized and doing business under, or licensed to do business pursuant to, the laws of the United States of America (including any State thereof or the District of Columbia) or a jurisdiction in the European Union and authorized under such Laws to act as Authenticating Agent, subject to supervision or examination by governmental authorities, if applicable. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 2.02, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 2.02. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent; provided that such corporation shall be otherwise eligible under this Section 2.02, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice of resignation to the Trustee and the Issuer. Each of the Trustee and the Issuer may at any time terminate the agency of an Authenticating Agent by giving written notice of the termination to that Authenticating Agent and the Issuer or the Trustee, as the case may be. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent ceases to be eligible in accordance with the provisions of this Section 2.02, the Trustee may appoint a successor Authenticating Agent acceptable to the Issuer. Any successor Authenticating Agent, upon acceptance of its appointment hereunder, shall become vested with all of the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 2.02. The Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 2.02. If an Authenticating Agent is appointed with respect to the Notes pursuant to this Section 2.02, the Notes may have endorsed thereon, in addition to or in lieu of the Trustee’s certification of authentication, an alternative certificate of authentication in the following form: “This is one of the Notes referred to in the within-mentioned Indenture. By: Authorized Signatory”

Execution and Authentication. At least (a) The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer (i) Notes for original issue on the date hereof in an aggregate principal amount of each Issuer $275,000,000, (ii) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein and (iii) the Exchange Notes for issue in a Registered Exchange Offer or Private Exchange pursuant to a Registration Rights Agreement for a like principal amount of Initial Notes and, if applicable, any Additional Notes. Such order shall execute specify the amount of the Notes to be authenticated, the date on behalf which the original issue of such Issuer Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $1,000. (b) One Officer shall sign the Notes for the Company by manual, electronic manual or facsimile signature. . (c) If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. valid nevertheless. (d) A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or electronic signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuer Order . (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. e) The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties may appoint one or immunities under the Notes and this Indenture or otherwise in a manner which is not more authenticating agents reasonably acceptable to the Trustee or if Company to authenticate the TrusteeNotes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, being advised by counsel, determines that such action may not lawfully a copy of which shall be taken or may expose the Trustee to personal liability to existing Holders or others. The Trustee may appoint an authenticating agent acceptable furnished to the Issuers to authenticate NotesCompany. An Unless limited by the terms of such appointment, an authenticating agent may authenticate 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 any Registrar, Paying Agent or agent for service of notices and demands. (f) The Trustee is hereby authorized to deal enter into a letter of representations with Holders or an Affiliate of the IssuersDepository in the form provided by the Company and to act in accordance with such letter.

Execution and Authentication. At least one Officer of each the Issuer shall execute the Notes on behalf of such Issuer by manual, electronic facsimile, PDF attachment or facsimile other electronically transmitted signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, hereto by the manual or electronic signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue DateJf l`] Dkkm] ?Yl]* l`] Ojmkl]] k`Ydd* mhgf j][]ahl g^ Yf Dkkm]j Jj\]j 'Yf wAuthentication Orderx(* Yml`]fla[Yl] Yf\ \]xxx]x x`] DfalaYd Igl]k, the Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, Df Y\\alagf* Yl Yfq lae]* ^jge lae] lg lae]* the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any In connection with authenticating such Additional Notes, nor will it the Trustee shall be liable for its refusal entitled to authenticate any receive an Opinion of Counsel stating that such Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes when authenticated and this Indenture or otherwise in a manner which is not reasonably acceptable to delivered by the Trustee or if will constitute valid and legally binding obligations of the TrusteeIssuer, being advised by counselenforceable in accordance with their terms, determines that such action may not lawfully be taken or may expose the Trustee subject to personal liability to existing Holders or otherscustomary carve- outs and assumptions. The Trustee may appoint an authenticating agent acceptable to the Issuers Issuer to authenticate Notes. An authenticating agent may authenticate 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 Holders or an Affiliate of the IssuersIssuer.

Execution and Authentication. At least one An Officer of each Issuer shall execute sign the Notes on behalf of such for Issuer by manual, electronic manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or electronic facsimile signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the The Trustee shall, upon receipt a written order of Issuer signed by an Issuer Order Officer (an “Authentication Order”"AUTHENTICATION ORDER"), authenticate (i) Initial Notes for original issue in an unlimited principal amount and deliver the Initial Notes. In addition, at any time, (ii) Unrestricted Notes from time to time, time in exchange for a like principal amount of Initial Notes or for original issue in an unlimited principal amount. In the event that Issuer shall issue and the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order issued under this Indenture subsequent to the date of this Indenture, Issuer shall use its reasonable best efforts to obtain the same "CUSIP" number for such Additional Notes as is printed on the Notes outstanding at such time; PROVIDED, HOWEVER, that if any series of Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise subsequent to the date of this Indenture is determined, pursuant to an Opinion of Counsel of Issuer in a manner which is not form reasonably acceptable satisfactory to the Trustee or if the Trustee, being advised by counselto be a different class of security than the Notes outstanding at such time for federal income tax purposes, determines the Issuer may obtain a "CUSIP" number for such Notes that such action may not lawfully be taken is different than the "CUSIP" number printed on the Notes then outstanding. Notwithstanding the foregoing, all Notes issued and outstanding under this Indenture shall vote and consent together on all matters as one class and no series of Notes will have the right to vote or may expose the Trustee to personal liability to existing Holders or othersconsent as a separate class on any matter. The Trustee may appoint an authenticating agent acceptable to the Issuers Issuer to authenticate Notes. An authenticating agent may authenticate 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 Holders or an Affiliate of the IssuersIssuer.

Execution and Authentication. At least Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each Issuer case, have been duly authorized by all requisite corporate actions) shall attest to, the Senior Subordinated Notes for the Company by manual or facsimile signature. Each Guarantor shall execute the Notes on behalf notation of such Issuer by manual, electronic or facsimile signatureguarantee in the manner set forth in Section 12.09. If an Officer whose signature is on a Senior Note was an Officer at the time of such execution but no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Senior Note, the Senior Note shall nevertheless be validvalid nevertheless. A Senior Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or electronic signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Senior Note. The signature shall be conclusive evidence that the Senior Note has been duly authenticated and delivered under this Indenture. On The Trustee shall authenticate on the Issue Date, Senior Subordinated Notes for original issue in the Trustee shallaggregate principal amount of up to $30,000,000, upon receipt a written order of the Company in the form of an Issuer Order (an “Authentication Order”), authenticate Officers' Certificate. The Officers' Certificate shall specify the amount of Senior Subordinated Notes to be authenticated and deliver the Initial Notesdate on which the Senior Subordinated Notes are to be authenticated. In addition, The aggregate principal amount of Senior Subordinated Notes outstanding at any timetime may not exceed $30,000,000, from time to timeexcept as provided in Section 2.07. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall upon an Authentication Order authenticate and deliver Senior Subordinated Notes in substitution of Senior Subordinated Notes originally issued to reflect any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if name change of the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or othersCompany. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Company to authenticate Senior Subordinated Notes. An Unless otherwise provided in the appointment, an authenticating agent may authenticate Senior Subordinated 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 Holders or an Affiliate the Company and Affiliates of the IssuersCompany. The Senior Subordinated Notes shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. At least (a) The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer (an “Authentication Order”) (i) Notes for original issue on the date hereof in an aggregate principal amount of each Issuer $375,000,000, (ii) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein and (iii) the Exchange Notes for issue in a Registered Exchange Offer pursuant to a Registration Rights Agreement for a like principal amount of Initial Notes and, if applicable, any Additional Notes. Such Authentication Order shall execute specify the amount of the Notes to be authenticated, the date on behalf which the original issue of such Issuer Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes. Notwithstanding anything to the contrary in this Indenture, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000. (b) One Officer shall sign the Notes for the Company by manual, electronic manual or facsimile signature. . (c) If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. valid nevertheless. (d) A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or electronic signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuer Order . (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. e) The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties may appoint one or immunities under the Notes and this Indenture or otherwise in a manner which is not more authenticating agents reasonably acceptable to the Trustee or if Company to authenticate the TrusteeNotes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, being advised by counsel, determines that such action may not lawfully a copy of which shall be taken or may expose the Trustee to personal liability to existing Holders or others. The Trustee may appoint an authenticating agent acceptable furnished to the Issuers to authenticate NotesCompany. An Unless limited by the terms of such appointment, an authenticating agent may authenticate 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 any Registrar, Paying Agent or agent for service of notices and demands. (f) The Trustee is hereby authorized to deal enter into a letter of representations with Holders or an Affiliate of the IssuersDepositary in the form provided by the Company and to act in accordance with such letter.

Execution and Authentication. At least one Officer An authorized member of each the Board of Directors or executive officer of the Issuer shall execute sign the Notes on behalf of such for the Issuer by manual, electronic manual or facsimile signature. If an Officer authorized member of the Board of Directors or executive officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be validvalid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or electronic signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue DatePursuant to an Issuer Order, the Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate shall execute and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional (a) Original Notes for original issue up to an aggregate principal amount specified of $500,000,000, (b) Additional Notes in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not amounts as may be required specified from time to authenticate any Additional Notestime without limit, nor will it be liable for its refusal subject to authenticate any Additional Notes, if compliance at the authentication time of issuance of such Additional Notes will affect with the Trustee’s own rightsprovisions of this Indenture, duties or immunities under and (c) Exchange Notes for issue only in an Exchange Offer, pursuant to the Contingent Registration Rights Agreement, for Notes up to an aggregate principal amount of Original Notes and this Indenture Additional Notes exchanged in such Exchange Offer. The aggregate principal amount of Notes outstanding shall not exceed the amount authorized for issuance by the Issuer pursuant to one or otherwise more Issuer Orders, except as provided in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or othersSection 2.7. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate the Notes. An Unless limited by the terms of such appointment, any such authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as an any Registrar, co-Registrar, Transfer Agent or Paying Agent to deal with Holders the Issuer or an Affiliate of the IssuersIssuer. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section 2.2 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders.

Execution and Authentication. At least (a) The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer (i) Notes for original issue on the date hereof in an aggregate principal amount of each Issuer $150,000,000, (ii) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein and (iii) the Exchange Notes for issue in a Registered Exchange Offer or Private Exchange pursuant to a Registration Rights Agreement for a like principal amount of Initial Notes and, if applicable, any Additional Notes. Such order shall execute specify the amount of the Notes to be authenticated, the date on behalf which the original issue of such Issuer Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes. Notwithstanding anything to the contrary in the Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $1,000. (b) One Officer shall sign the Notes for the Issuers by manual, electronic or facsimile manual signature. . (c) If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. valid nevertheless. (d) A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or electronic signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuer Order . (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others. e) The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuers to authenticate the Notes. An Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an authenticating agent may authenticate 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 any Registrar, Paying Agent or agent for service of notices and demands. (f) The Trustee is hereby authorized to deal enter into a letter of representations with Holders or an Affiliate of the IssuersDepository in the form provided by the Issuers and to act in accordance with such letter.

Execution and Authentication. (a) At least one Officer of each the Issuer shall execute the Notes on behalf of such the Issuer by manual, facsimile or other electronic or facsimile signature. If an Officer whose signature is on a Note no longer holds that or any office at the time a Note is authenticated, the Note shall nevertheless be valid. . (b) A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, hereto by the manual or electronic signature of an authorized signatory of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. . (c) On the Issue Date, the Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, time and from time to time, the Trustee shall shall, upon receipt of an Authentication Order Order, authenticate and deliver any Additional Notes for in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others. . (d) The Trustee may appoint an authenticating agent Authenticating Agent acceptable to the Issuers Issuer to authenticate NotesNotes in accordance with Section 7.11. An authenticating agent Unless limited by the terms of such appointment, an Authenticating Agent may authenticate 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 Authenticating Agent has the same rights as an Agent to deal with Holders Holders, the Issuer or an Affiliate of the IssuersIssuer. (e) The Trustee shall authenticate and make available for delivery upon receipt of an Authentication Order from the Issuer (i) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $400,000,000, (ii) subject to the terms of this Indenture, Additional Notes and (iii) any Unrestricted Global Notes (as defined in Appendix A) issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the Notes are to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or Unrestricted Global Notes. Upon receipt of an Authentication Order, the Trustee shall authenticate Notes in substitution for Notes originally issued to reflect any name change of the Issuer.

Execution and Authentication. At least one Officer of each Issuer shall execute the Notes on behalf of such Issuer the Company by manual, electronic manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, hereto by the manual or electronic signature of an authorized signatory of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of a written order of the Company signed by an Issuer Order Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, time and from time to time, the Trustee shall shall, upon receipt of an Authentication Order Order, authenticate and deliver any Additional Notes for in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others. The Trustee may appoint an authenticating agent acceptable to the Issuers Company to authenticate Notes. An authenticating agent may authenticate 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 Holders Holders, the Company or an Affiliate of the IssuersCompany. The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Company (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $[•], (b) subject to the terms of this Indenture, Additional Notes and (c) any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or other Unrestricted Global Notes.

Execution and Authentication. At least one Officer of each the Issuer shall execute the Notes on behalf of such the Issuer by manual, facsimile or electronic or facsimile (including “.pdf”) signature. If an Officer of the Issuer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, hereto by the manual manual, facsimile or electronic (including “.pdf”) signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuer the Issuer’s Order (an “Authentication Order”), authenticate and deliver the Initial NotesNotes in the aggregate principal amount or amounts specified in such Authentication Order. In addition, at any time, from time to time, the Trustee shall shall, upon receipt of an Authentication Order Order, authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued or increased hereunder. The Trustee shall not be required to authenticate Initial Notes and any Additional NotesNotes shall be resold initially only to (A) QIBs, nor will it be liable for its refusal to authenticate any Additional Notes(B) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S and (C) institutional “accredited investors” (as defined in Rules 501(a)(1), if the authentication of such Additional Notes will affect the Trustee’s own rights(2), duties or immunities (3) and (7) under the Notes and this Indenture or otherwise Securities Act) who are not QIBs (“IAIs”) in a manner which is not reasonably acceptable to accordance with Rule 501 of the Trustee or if Securities Act in accordance with the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or othersprocedures described herein. The Trustee may appoint an authenticating agent (an “Authentication Agent”) acceptable to the Issuers Issuer to authenticate Notes. An authenticating agent may authenticate 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 Authentication Agent has the same rights as an Agent to deal with Holders or an Affiliate of the IssuersIssuer.

Execution and Authentication. At least one (a) An Authorized Officer of each Issuer shall execute sign the Term Notes on behalf of such and Subordinated Notes for the Issuer by manual, electronic manual or facsimile signature. If an Authorized Officer whose signature is on a Term Note or a Subordinated Note no longer holds that office at the time a the Term Note or the Subordinated Note is authenticated, the Term Note or the Subordinated Note shall nevertheless be valid. A . (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Term Notes or Subordinated Notes of any particular Series executed by the Issuer to the Indenture Trustee for authentication, together with one or more Issuer Orders for the authentication and delivery of such Term Notes or Subordinated Notes, and the Indenture Trustee, in accordance with such Issuer Order and this Base Indenture, shall authenticate and deliver such Term Notes or Subordinated Notes. (c) No Term Note or Subordinated Note shall not be entitled to any benefit under this Base Indenture or be valid or obligatory for any purpose until authenticated unless there appears on such Term Note or Subordinated Note a certificate of authentication substantially in the form of Exhibit A attached heretoprovided for herein, as duly executed by the case may be, Indenture Trustee by the manual or electronic signature of an authorized signatory (and the TrusteeLuxembourg agent (the “Luxembourg Agent”), if such Notes are listed on the Luxembourg Stock Exchange). The signature Such signatures on such certificate shall be conclusive evidence evidence, and the only evidence, that the Term Note or the Subordinated Note has been duly authenticated and delivered under this Base Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others. The Trustee may appoint an authenticating agent acceptable to the Issuers Issuer to authenticate Term Notes or Subordinated Notes. An Unless limited by the term of such appointment, an authenticating agent may authenticate Term Notes or Subordinated Notes whenever the Indenture Trustee may do so. Each reference in this Indenture to authentication by the Indenture Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent the Indenture Trustee to deal with Holders the Issuer or an Affiliate of the IssuersIssuer. The Indenture Trustee’s certificate of authentication shall be in substantially the following form: This is one of the [Term Notes]/[Subordinated Notes] of a series referred to in the within mentioned Indenture. 8 Base Indenture DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Term Note or Subordinated Note shall be dated and issued as of the date of its authentication by the Indenture Trustee. (e) Notwithstanding the foregoing, if any Term Note or Subordinated Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Term Note or Subordinated Note to the Indenture Trustee for cancellation as provided in Section 2.17 together with a written statement (which need not comply with Section 13.3 and need not be accompanied by an Opinion of Counsel) stating that such Term Note or Subordinated Note has never been issued and sold by the Issuer, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of this Indenture.

Execution and Authentication. At least one Officer of each Issuer shall execute the (a) The Notes shall, upon issuance pursuant to Section 2.02, be executed on behalf of such the Master Issuer by an Authorized Officer of the Master Issuer and delivered by the Master Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual, electronic scanned or facsimile signaturefacsimile. If an Authorized Officer of the Master Issuer whose signature is on a Note no longer holds that office at the time a the Note is authenticated, the Note shall nevertheless be valid. A . (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Master Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.02) executed by the Master Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes. (c) No Note shall not be entitled to any benefit under this the Indenture or be valid or obligatory for any purpose until authenticated unless there appears on such Note a certificate of authentication substantially in the form of Exhibit A attached heretoprovided for below, as duly executed by the case may be, Trustee by the manual or electronic signature of the Trusteea Trust Officer. The signature Such signatures on such certificate shall be conclusive evidence evidence, and the only evidence, that the Note has been duly authenticated and delivered under this Base Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others. The Trustee may appoint an authenticating agent acceptable to the Issuers Master Issuer to authenticate Notes. An Unless limited by the term of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has The Trustee’s certificate of authentication shall be in substantially the same rights as an Agent to deal with Holders or an Affiliate following form: “This is one of the IssuersNotes of a Series issued under the within mentioned Indenture. ________________________________ By: Authorized Signatory” (d) Each Note shall be dated and issued as of the date of its authentication by the Trustee. (e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Master Issuer, and the Master Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.14 together with a written statement to the Trustee and the Servicer (which need not comply with Section 14.03) stating that such Note has never been issued and sold by the Master Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.

Execution and Authentication. (a) At least one Officer of each Issuer shall execute the Notes on behalf of such Issuer the Company by manual, electronic manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. . (b) A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, hereto by the manual or electronic signature of an authorized signatory of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. . (c) On the Issue Date, the Trustee shall, upon receipt of a written order of the Company signed by an Issuer Order Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, time and from time to time, the Trustee shall shall, upon receipt of an Authentication Order Order, authenticate and deliver any Additional Notes for in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others. . (d) The Trustee may appoint an authenticating agent acceptable to the Issuers Company to authenticate Notes. An authenticating agent may authenticate 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 Holders Holders, the Company or an Affiliate of the IssuersCompany. (e) The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Company (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $200,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or other Unrestricted Global Notes.

Execution and Authentication. (a) At least one Officer of each Issuer shall execute the Notes on behalf of such the Issuer by manual, electronic manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. . (b) A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, hereto by the manual or electronic signature of an authorized signatory of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. . (c) On the Issue Date, the Trustee shall, upon receipt of a written order of the Issuer signed by an Officer of the Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, time and from time to time, the Trustee shall shall, upon receipt of an Authentication Order Order, authenticate and deliver any Additional Notes for in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The ; provided that the Trustee shall not be required entitled to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if receive an Officer’s Certificate and an Opinion of Counsel of the Issuer addressing such matters as the Trustee may reasonably request in connection with such authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others. Notes. (d) The Trustee may appoint an authenticating agent acceptable to the Issuers Issuer to authenticate Notes. An authenticating agent may authenticate 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 Holders holders, the Issuer or an Affiliate of the IssuersIssuer. (e) The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer of the Issuer (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of €500,000,000, (b) Additional Notes and (c) any other Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes, Additional Notes or other Unrestricted Global Notes and other information the Issuer may determine to include or the Trustee may reasonably request.

Execution and Authentication. At least one Officer of each the Issuer shall execute the Notes on behalf of such the Issuer by manual, electronic manual or facsimile signature. If an Officer of the Issuer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or electronic facsimile signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes or, in the case of a PIK Payment, PIK Notes (or increase in the principal amount of any Global Notes in connection with a PIK Payment) for an aggregate principal amount specified in such Authentication Order for such Additional Notes or PIK Notes (or increases in the principal amount of any Global Notes in connection with a PIK Payment) issued or increased hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others. The Trustee may appoint an authenticating agent acceptable to the Issuers Issuer to authenticate Notes. An authenticating agent may authenticate 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 Holders or an Affiliate of the IssuersIssuer. On any Interest Payment Date on which the Issuer pays PIK Interest with respect to a Global Note, the Trustee shall increase the principal amount of such Global Note by an amount equal to the interest payable, rounded up to the nearest $1.00, for the relevant Interest Period on the principal amount of such Global Note as of the relevant Record Date for such Interest Payment Date, to the credit of the holders on such Record Date, pro rata to the extent practicable, or by such other method that the Depository deems appropriate, in accordance with their interests, and an adjustment shall be made on the books and records of the Trustee (if it is then Note Custodian for such Global Note) with respect to such Global Note, by the Trustee or the Custodian, to reflect such increase. On any Interest Payment Date on which the Issuer pays PIK Interest by issuing certificated PIK Notes, the principal amount of any such PIK Notes issued to any holder, for the relevant Interest Period as of the relevant Record Date for such Interest Payment Date, shall be rounded up to the nearest $1.00.

Execution and Authentication. At least (a) Two Officers, one of whom shall be the Chairman of the Board, the President, the Chief Executive Officer or the Chief Financial Officer of each Issuer the Company, shall execute sign the Notes on behalf of such Issuer for the Company by manual, electronic manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at or is no longer a representative with full power and authority to represent and act on behalf of the time Company or a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached heretoSubsidiary Guarantor, as the case may be, by at the manual or electronic time the Trustee authenticates the Note, the Note shall be valid nevertheless. (b) A Note shall not be valid until an authorized signatory of the Trustee manually authenticates the Note. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and delivered issued under this Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuer Order . (an “Authentication Order”), authenticate c) At any time and deliver the Initial Notes. In addition, at any time, from time to timetime after the execution and delivery of this Indenture, the Trustee shall upon an Authentication Order authenticate and deliver any Additional make available for delivery Notes for upon a written order of the Company signed by two Officers or by an aggregate principal Officer and either an Assistant Treasurer or an Assistant Secretary of the Company (the “Company Order”). A Company Order shall specify the amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes to be authenticated and this Indenture or otherwise in a manner the date on which the original issue of Notes is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others. authenticated. (d) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuers Company to authenticate the Notes. An authenticating agent Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate 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 the Authenticating Agent. (e) In case a Surviving Entity has executed an indenture supplemental hereto with the same rights as an Agent Trustee pursuant to deal with Holders or an Affiliate Article IV, any of the IssuersNotes authenticated or delivered prior to such transaction may, from time to time, at the request of the Surviving Entity, be exchanged for other Notes executed in the name of the Surviving Entity with such changes in phraseology and form as may be appropriate, but otherwise identical to the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the Surviving Entity, shall authenticate and deliver Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a Surviving Entity pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such Surviving Entity, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name.

Execution and Authentication. At least one A Designated Officer of each Issuer shall execute the Notes on behalf of such Issuer Revel must sign the Notes for Revel by manual, electronic manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or electronic signature of an authorized signatory of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the The Trustee shall, upon receipt of an Issuer Order a written order of Revel signed by a Designated Officer of Revel (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes original issue that may be validly issued hereunder. The Trustee shall not be required to authenticate under this Indenture, including any Additional Notes, nor will it Exchange Notes or PIK Notes or an increase to the principal amount of any Global Note as a result of a PIK Payment (including Notes to be liable issued in substitution for its refusal outstanding Notes to authenticate reflect any Additional Notesname change of Revel, if by succession permitted hereunder or otherwise). Such order shall specify the authentication amount of the Notes to be authenticated, the date on which the original issue of the Notes is to be authenticated and whether the Notes are to be Initial Notes (including whether such Notes shall be PIK Notes or an increase to the principal amount of any Global Note as a result of a PIK Payment), Additional Notes will affect the Trustee’s own rights, duties or immunities under the Exchange Notes. The aggregate principal amount of Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action outstanding at any time may not lawfully be taken exceed the aggregate principal amount of Notes authorized for issuance by Revel pursuant to one or may expose the Trustee to personal liability to existing Holders or othersmore Authentication Orders, except as provided in Section 2.07. The Trustee may appoint an authenticating agent acceptable to the Issuers Revel to authenticate Notes. An authenticating agent may authenticate 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 Holders or an Affiliate of Revel. The Units shall not be required to be executed or authenticated by the IssuersTrustee or signed by Revel.

Execution and Authentication. At least one Officer of each Issuer of the Issuers shall execute the Notes on behalf of such Issuer by manual, electronic facsimile, PDF attachment or facsimile other electronically transmitted signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, hereto by the manual or electronic signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuer Issuers Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any timeanytime, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any In connection with authenticating such Additional Notes, nor will it the Trustee shall be liable for its refusal entitled to authenticate any receive an Opinion of Counsel stating that such Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes when authenticated and this Indenture or otherwise in a manner which is not reasonably acceptable to delivered by the Trustee or if will constitute valid and legally binding obligations of the TrusteeIssuers, being advised by counselenforceable in accordance with their terms, determines that such action may not lawfully be taken or may expose the Trustee subject to personal liability to existing Holders or otherscustomary carve-outs and assumptions. The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate Notes. An authenticating agent may authenticate 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 Holders or an Affiliate of the Issuers.

Execution and Authentication. At least one Officer An authorized member of each the Issuer’s Board of Directors or an executive officer of the Issuer shall execute sign the Notes on behalf of such the Issuer by manual, electronic or facsimile signature. If an Officer authorized member of the Issuer’s Board of Directors or an executive officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee (or its authenticating agent) authenticates the Note, the Note shall nevertheless be validvalid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or electronic signature an authorized signatory of the TrusteeTrustee (or its authenticating agent) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue DateThe Issuer shall execute, the Trustee shallwhich execution may be by Electronic Means (including DocuSign or other electronic platform), and, upon receipt of an Issuer Order Order, the Trustee shall authenticate (an “Authentication Order”whether itself or via the authenticating agent), authenticate which such authentication may be by manual or electronic (including DocuSign or other electronic platform) signature (a) Original Notes, on the date hereof, for original issue up to an aggregate principal amount of $1,500,000,000 and deliver the Initial (b) Additional Notes. In addition, at any time, from time to time. The Issuer is permitted to issue Additional Notes as part of a further issue under this Indenture, the Trustee shall upon an Authentication Order authenticate and deliver from time to time; provided that, any Additional Notes for an aggregate principal amount specified in such Authentication Order for such may not have the same CUSIP number and/or ISIN (or be represented by the same Global Note or Global Notes) as the Original Notes unless the Additional Notes issued hereunderare fungible with the Original Notes for U.S. federal income tax purposes. The Trustee shall not be required to authenticate Issuer will issue Notes in denominations of $2,000 and any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication integral multiples of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise $1,000 in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or othersexcess thereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate the Notes. An Unless limited by the terms of such appointment, any such authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as an any Registrar, co-Registrar, Transfer Agent or Paying Agent to deal with Holders the Issuer or an Affiliate of the IssuersIssuer. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders.

Execution and Authentication. At least one Officer of each Issuer shall execute the (a) The Investor Notes shall, upon issue pursuant to Section 2.2, be executed on behalf of such the Issuer by manual, electronic or facsimile signaturean Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided herein. If an Authorized Officer whose signature is on a an Investor Note no longer holds that office at the time a the Investor Note is authenticated, the Investor Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Investor Notes of any particular Series executed by the Issuer to the Indenture Trustee for authentication, together with one or more Issuer Orders for the authentication and delivery of such Investor Notes, and the Indenture Trustee, in accordance with such Issuer Order and this Indenture, shall authenticate and deliver such Investor Notes. A If specified in the related Indenture Supplement for any Series of Investor Notes, the Indenture Trustee shall authenticate and deliver outside the United States the Global Note that is issued upon original issuance thereof, upon receipt of an Issuer Order, to the Depository against payment of the purchase price therefor. If specified in the related Indenture Supplement for any Series of Investor Notes, the Indenture Trustee shall authenticate Book-Entry Notes that are issued upon original issuance thereof, upon receipt of an Issuer Order, to a Clearing Agency, a Foreign Clearing Agency or its nominee as provided in Section 2.10 against payment of the purchase price thereof. (c) No Investor Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated unless there appears on such Investor Note a certificate of authentication substantially in the form of Exhibit A attached heretoprovided for herein, as duly executed by the case may be, Indenture Trustee by the manual or electronic signature of a Responsible Officer (and the TrusteeLuxembourg agent (the "Luxembourg Agent"), if such Investor Notes are listed on the Luxembourg Stock Exchange). The signature Such signatures on such certificate shall be conclusive evidence evidence, and the only evidence, that the Investor Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others. The Trustee may appoint an authenticating agent acceptable to the Issuers Issuer to authenticate Investor Notes. An Unless limited by the term of such appointment, an authenticating agent may authenticate Investor Notes whenever the Indenture Trustee may do so. Each reference in this Indenture to authentication by the Indenture Trustee includes authentication by such agent. An authenticating agent has The Indenture Trustee's certificate of authentication shall be in substantially the same rights as an Agent to deal with Holders or an Affiliate following form: This is one of the IssuersInvestor Notes of a series issued under the within mentioned Indenture. THE CHASE MANHATTAN BANK, as Indenture Trustee By: ---------------------------- Authorized Signatory (d) Each Investor Note shall be dated and issued as of the date of its authentication by the Indenture Trustee, except Bearer Notes which shall be dated the applicable Series Closing Date as provided in the related Indenture Supplement. (e) Notwithstanding the foregoing, if any Investor Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Investor Note to the Indenture Trustee for cancellation, together with a written statement (which need not comply with Section 13.2 and need not be accompanied by an Opinion of Counsel) stating that such Investor Note has never been issued and sold by the Issuer, for all purposes of this Indenture such Investor Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of this Indenture.

Execution and Authentication. At least one Officer (a) Each Series of each Issuer shall execute the HVIF Notes shall, upon issue pursuant to Section 2.2 of this Base Indenture, be executed on behalf of such Issuer HVIF by manual, electronic or facsimile signaturean Authorized Officer and delivered by HVIF to the Trustee for authentication and redelivery as provided herein. If an Authorized Officer whose signature is on a an HVIF Note no longer holds that office at the time a the HVIF Note is authenticated, the such HVIF Note shall nevertheless be valid. A . (b) At any time and from time to time after the execution and delivery of this Base Indenture, HVIF may deliver HVIF Notes of any particular Series of HVIF Notes executed by HVIF to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such HVIF Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such HVIF Notes. (c) No HVIF Note shall not be entitled to any benefit under this Base Indenture or be valid or obligatory for any purpose until authenticated unless there appears on such HVIF Note a certificate of authentication substantially in the form of Exhibit A attached heretoprovided for herein, as the case may be, duly authenticated by the manual Trustee by the manual, facsimile, portable document format (PDF) or electronic signature of the Trusteea Trust Officer. The signature Such signatures on such certificate shall be conclusive evidence evidence, and the only evidence, that the HVIF Note has been duly authenticated and delivered under this Base Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others. The Trustee may appoint an authenticating agent acceptable to the Issuers HVIF to authenticate HVIF Notes. An Unless limited by the term of such appointment, an authenticating agent may authenticate HVIF Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has The Trustee’s certificate of authentication shall be in substantially the same rights as an Agent to deal with Holders or an Affiliate following form: This is one of the IssuersHVIF Notes of a Series of HVIF Notes issued under the within mentioned Indenture. THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: Authorized Signatory (d) Each HVIF Note shall be dated and issued as of the date of its authentication by the Trustee. (e) Notwithstanding the foregoing, if any HVIF Note shall have been authenticated and delivered hereunder but never issued and sold by HVIF, and HVIF shall deliver such HVIF Note to the Trustee for cancellation as provided in Section 2.14 of this Base Indenture together with a written statement (which need not comply with Section 13.3 of this Base Indenture and need not be accompanied by an Opinion of Counsel) stating that such HVIF Note has never been issued and sold by HVIF, for all purposes of this Base Indenture such HVIF Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of this Base Indenture. (f) The Trustee shall have the right to decline to authenticate and deliver any HVIF Notes under this Section 2.4 if the Trustee, based on the written advice of counsel, determines that such action may not lawfully be taken.

Execution and Authentication. At least one One Officer of each Issuer shall execute sign the Notes on behalf of such Issuer for the Company by manual, electronic manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a such Note is authenticated, the such Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or electronic signature of the Trustee. The signature shall be conclusive evidence that the Note Note, as applicable, has been duly authenticated and delivered under this Indenture. On the Issue Date, the The Trustee shall, upon receipt a written order of an Issuer Order the Company signed by one Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified original issue in such Authentication Order for such Additional Notes issued hereunderaccordance with this Indenture. The Trustee Notes shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication dated their date of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or othersauthentication. The Trustee may appoint an authenticating agent acceptable to the Issuers Company to authenticate Notes. An authenticating agent may authenticate 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 Holders or an Affiliate of the IssuersCompany. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes of any Series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company Order will authenticate and deliver such Notes. In authenticating such Notes, and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall receive, and (subject to Section 7.01) will be fully protected in relying upon, an Opinion of Counsel to the effect that: (a) such form has been established in conformity with the provisions of this Indenture; (b) such terms have been established in conformity with the provisions of this Indenture; and (c) such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any customary assumptions and exceptions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company enforceable in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, or other laws relating to or affecting creditors’ rights and by general principles of equity.

Execution and Authentication. At least one The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by an Officer or an authorized representative (a) Original Notes for original issue on the date hereof in an aggregate principal amount of each Issuer $250,000,000, (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall execute specify the amount of the Notes to be authenticated, the date on behalf which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes or Exchange Notes. Notwithstanding anything to the contrary in this Indenture or the Appendix, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $1,000 and integral multiples of $1,000 in excess thereof, whether such Additional Notes are of the same or a different series than the Original Notes. One Officer or an authorized representative shall sign the Notes for the Issuer by manual, electronic manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be validvalid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or electronic signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuers Issuer to authenticate the Notes. An 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 limited by the terms of such appointment, an authenticating agent may authenticate 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 any Registrar, Paying Agent or agent for service of notices and demands. The Trustee is hereby authorized to deal enter into a letter of representations with Holders or an Affiliate of the IssuersDepository in the form provided by the Issuer and to act in accordance with such letter.

Execution and Authentication. At least one Officer of each Issuer (a) Each Certificate shall execute the Notes be signed on behalf of such Issuer the Trust by manual, electronic an Administrative Trustee by manual or facsimile signature. If an Officer whose signature is any Administrative Trustee of the Trust who shall have signed any of the Securities shall cease to be such Administrative Trustee before the Securities so signed shall be delivered by the Trust, such Securities nevertheless may be delivered as though the person who signed such Securities had not ceased to be such Administrative Trustee; and any Securities may be signed on a Note no longer holds that office behalf of the Trust by such persons who, at the time a Note is authenticatedactual date of execution of such Security, shall be the Note shall nevertheless be valid. Administrative Trustees of the Trust, although at the date of the execution and delivery of this Trust Agreement any such person was not such an Administrative Trustee. (b) A Note Preferred Securities Certificate shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or electronic facsimile signature of an authorized signatory of the Property Trustee. The signature shall be conclusive evidence that the Note such Preferred Securities Certificate has been duly authenticated and delivered under this IndentureTrust Agreement. On Upon a written order of the Issue DateTrust signed by one Administrative Trustee, the Property Trustee shall, upon receipt shall authenticate the Preferred Securities Certificates for original issue. The aggregate number of an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, Preferred Securities outstanding at any time, from time to time, shall not exceed the aggregate stated liquidation amount set forth in Section 6.1(a)(i). The Property Trustee shall upon an Authentication Order have the right to decline to authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, Securities under this Section if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Property Trustee, being advised by counsel, determines that such action may not lawfully be taken or may if the Trustee in good faith shall determine that such action would expose the Property Trustee to personal liability to existing Holders or othersHolders. The Property Trustee may appoint an authenticating agent Authenticating Agent acceptable to the Issuers Trust to authenticate NotesPreferred Securities Certificates. An authenticating agent Authenticating Agent may authenticate Notes Preferred Securities Certificates whenever the Property Trustee may do so. Each reference in this Indenture Trust Agreement to authentication by the Property Trustee includes authentication by such agent. An authenticating agent Authenticating Agent has the same rights as an Agent the Property Trustee to deal with Holders the Sponsor or an Affiliate Affiliate. The Bank of New York is hereby appointed as the Issuersinitial Authenticating Agent.

Execution and Authentication. (a) At least one Officer of each Issuer shall execute the Second Lien Exchangeable Notes on behalf of such Issuer the Company by manual, electronic manual or facsimile signature. If an Officer whose signature is on a Second Lien Exchangeable Note no longer holds that office at the time a Second Lien Exchangeable Note is authenticated, the Second Lien Exchangeable Note shall nevertheless be valid. . (b) A Second Lien Exchangeable Note shall not be entitled to any benefit under this Second Lien Exchangeable Notes Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, hereto by the manual or electronic signature of an authorized signatory of the Trustee. The signature shall be conclusive evidence that the Second Lien Exchangeable Note has been duly authenticated and delivered under this Second Lien Exchangeable Notes Indenture. . (c) On the Issue Date, the Trustee shall, upon receipt of a written order of the Company signed by an Issuer Order Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, time and from time to time, the Trustee shall shall, upon receipt (i) of an Authentication Order Order, authenticate and deliver any Additional Notes for or PIK Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes or PIK Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Noteshereunder or (ii) a written order of the Company, nor will it be liable for its refusal to authenticate any Additional Notes, if increase the authentication aggregate principal amount of an outstanding Global Note as a result of a PIK Payment in the amount set forth in such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others. order. (d) The Trustee may appoint an authenticating agent acceptable to the Issuers Company to authenticate Second Lien Exchangeable Notes. An authenticating agent may authenticate Second Lien Exchangeable Notes whenever the Trustee may do so. Each reference in this Second Lien Exchangeable Notes Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders Holders, the Company or an Affiliate of the IssuersCompany. (e) The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Company (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $187,500,000, (b) subject to the terms of this Second Lien Exchangeable Notes Indenture, Additional Notes or PIK Notes, (c) any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Second Lien Exchangeable Notes Indenture. Such order shall specify the amount of the Second Lien Exchangeable Notes to be authenticated, the date on which the original issue of Second Lien Exchangeable Notes is to be authenticated and whether the Second Lien Exchangeable Notes are to be Initial Notes, Additional Notes, PIK Notes or other Unrestricted Global Notes. Notwithstanding anything to the contrary herein, only an Authentication Order shall be delivered to the Trustee and no Officer’s Certificate or Opinion of Counsel shall be required to be delivered in connection with any PIK Payment (whether by an issuance of PIK Notes or by an increase in the aggregate principal amount of an outstanding Global Note as a result of a PIK Payment).

Execution and Authentication. At least one Officer An authorized member of each the Board of Directors or a duly authorized legal representative of the Issuer shall execute sign the Notes on behalf of such the Issuer by manual, electronic manual or facsimile signature. If an Officer authorized member of the Board of Directors or a duly authorized legal representative of the Issuer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be validvalid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or electronic signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon Upon receipt of an Issuer Order Order, the Issuer shall execute and the Trustee shall authenticate (a) Original Notes, on the date hereof, for original issue up to an “Authentication Order”), authenticate aggregate principal amount of $300,000,000 and deliver the Initial (b) Additional Notes. In addition, at any time, from time to time, subject to compliance at the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication time of issuance of such Additional Notes will affect with the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or othersprovisions of Section 4.04. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate the Notes. An Unless limited by the terms of such appointment, any such authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as an any Registrar, co-Registrar, Transfer Agent or Paying Agent to deal with Holders the Issuer or an Affiliate of the IssuersIssuer. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders.

Execution and Authentication. At least The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Company (an “Authentication Order”) (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $500,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each Issuer shall execute of the Notes to be authenticated, the date on behalf which the original issue of such Issuer Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign the Notes for the Company by manual, electronic manual or facsimile PDF signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be validvalid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or electronic signature an authorized signatory of the TrusteeTrustee (or an authenticating agent as described immediately below) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuers Company to authenticate the Notes. An Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, an authenticating agent may authenticate 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 any Registrar, Paying Agent to deal with Holders or an Affiliate agent for service of the Issuersnotices and demands.

Execution and Authentication. (a) At least one Officer of each Issuer shall execute the Notes on behalf of such Issuer the Issuers by manual, electronic or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. . (b) A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, hereto by the manual or electronic signature of an authorized signatory of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. . (c) On the Issue Date, the Trustee shall, upon receipt of a written order of the Issuers signed by an Officer of each Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, time and from time to time, the Trustee shall shall, upon receipt of an Authentication Order Order, authenticate and deliver any Additional Notes for in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others. . (d) The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate Notes. An authenticating agent may authenticate 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 Holders Holders, the Issuers or an Affiliate of the Issuers. (e) The Trustee shall authenticate and make available for delivery upon receipt of an Authentication Order (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $302,500,000, (b) subject to the terms of this Indenture, Additional Notes and (c) any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which such Notes are to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or other Unrestricted Global Notes.

Execution and Authentication. At least one One Officer of each Issuer the Company shall execute sign the New Third Lien Secured Notes on behalf of such Issuer for the Company by manual, facsimile or electronic or facsimile signature. If an Officer whose signature is on a New Third Lien Secured Note no longer holds that office at the time a New Third Lien Secured Note is authenticated, the New Third Lien Secured Note shall nevertheless be valid. A New Third Lien Secured Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or electronic signature of the Third Lien Trustee. The Such signature shall be conclusive evidence and the only evidence, that the New Third Lien Secured Note has been duly authenticated and delivered under this Third Lien Indenture. On The aggregate principal amount of New Third Lien Secured Notes which may be authenticated and delivered under this Third Lien Indenture is the Issue Date, aggregate principal amount of the New Third Lien Secured Notes issued on the date hereof and any Additional New Third Lien Secured Notes issued pursuant to this Third Lien Indenture. The Third Lien Trustee or its agents shall, upon receipt a written order of an Issuer Order the Company signed by one Officer of the Company (an “Authentication Order”), authenticate New Third Lien Secured Notes for original issue on the date hereof of $[•]. The Authentication Order shall specify the amount of New Third Lien Secured Notes to be authenticated and deliver the Initial Notesdate on which the New Third Lien Secured Notes are to be authenticated. In additionauthenticating any Additional New Third Lien Secured Notes, at any time, from time and accepting the additional responsibilities under this Third Lien Indenture in relation to timesuch Additional New Third Lien Secured Notes, the Third Lien Trustee shall upon be entitled to receive and shall be fully protected in relying upon: (1) A copy of the resolution or resolutions of the Board of Directors of the Company in or pursuant to which the Additional New Third Lien Secured Notes were approved, certified by the Secretary or an Authentication Order authenticate Assistant Secretary of the Company to have been duly adopted by the Board of Directors and deliver any Additional Notes for an aggregate principal amount specified to be in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if full force and effect as of the authentication date of such Additional Notes will affect the Trusteecertificate; (a) an Officer’s own rights, duties or immunities under the Notes Certificate delivered in accordance with Section 14.04(i) hereof; and (b) an Opinion of Counsel delivered in accordance with Section 14.04(ii) hereof and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others. The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate Notes. An authenticating agent may authenticate 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 Holders or an Affiliate of the Issuers.shall also state:

Execution and Authentication. (a) At least one Officer of each Issuer shall execute the Notes on behalf of such Issuer the Issuers by manual, electronic manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. . (b) A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, hereto by the manual or electronic signature of an authorized signatory of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. . (c) On the Issue Date, the Trustee shall, upon receipt of a written order of the Issuers signed by an Officer of each Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, time and from time to time, the Trustee shall shall, upon receipt of an Authentication Order Order, authenticate and deliver any Additional Notes for in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others. . (d) The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate Notes. An authenticating agent may authenticate 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 Holders Holders, the Issuers or an Affiliate of the Issuers. (e) The Trustee shall authenticate and make available for delivery upon receipt of an Authentication Order (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $325,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which such Notes are to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or other Unrestricted Global Notes.

Execution and Authentication. At least one An Officer of each Issuer shall execute must sign the Notes on behalf of such for the Issuer by manual, electronic manual or facsimile signature. If an the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall will nevertheless be valid. A Note shall will not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or electronic facsimile signature of the Trustee. The signature shall will be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of a written order of the Issuer signed by an Issuer Order Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In additionNotes for original issue up to €200,000,000 in aggregate principal amount of Notes and, upon delivery of any Authentication Order at any time, time and from time to timetime thereafter, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes for original issue, or Definitive Notes issued pursuant to Section 2.06 hereof, in an aggregate principal amount specified in such Authentication Order. Such Authentication Order for such Additional shall specify the aggregate principal amount of Notes issued hereunder. The Trustee shall not to be required to authenticate any Additional authenticated, the series and type of Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under date on which the Notes are to be authenticated, and the date from which interest on such Notes shall accrue, whether the Notes are to be issued as definitive Notes or Global Notes and whether or not the Notes shall bear any legend, or such other information as the Trustee may reasonably request. In addition, such Authentication Order shall include (a) a statement that the Person signing the Authentication Order has (i) read and understood the provisions of this Indenture or otherwise in a manner which is not reasonably acceptable relevant to the Trustee statements in the Authentication Order and (ii) made such examination or if investigation as is necessary to enable him to make such statements and (b) a brief statement as to the Trustee, being advised by counsel, determines that such action may not lawfully be taken nature and scope of the examination or may expose investigation on which the Trustee to personal liability to existing Holders or othersstatements set forth in the Authentication Order are based. The Trustee may appoint an authenticating agent (the “Authentication Agent”) reasonably acceptable to the Issuers Issuer to authenticate Notes. An Any such appointment shall be evidenced by an instrument signed by a Responsible Officer, a copy of which shall be furnished to the Issuer upon request. Unless limited by the terms of such appointment, an authenticating agent may authenticate 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 Holders or an Affiliate of the IssuersIssuer.

Execution and Authentication. At least one (a) An Authorized Officer of each Issuer shall execute the Notes on behalf of such Issuer for RCFC by manual, electronic manual or facsimile signature. If an Authorized Officer whose signature is on a Note no longer holds that office at the time a the Note is authenticated, the Note shall nevertheless be valid. A . (b) At any time and from time to time after the execution and delivery of this Base Indenture, RCFC may deliver Notes of any particular Series executed by RCFC to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes. (c) No Note shall not be entitled to any benefit under this Base Indenture or be valid or obligatory for any purpose until authenticated unless there appears on such Note a certificate of authentication substantially in the form of Exhibit A attached heretoprovided for herein, as duly executed by the case may be, Trustee by the manual or electronic signature of a Trust Officer (and any listing agent as may be specified in the Trusteerelated Series Supplement, if such Notes are listed on an exchange). The signature Such signatures on such certificate shall be conclusive evidence evidence, and the only evidence, that the Note has been duly authenticated and delivered under this Base Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others. The Trustee may appoint an authenticating agent acceptable to the Issuers Agent to authenticate Notes. An Unless limited by the term of such appointment, an authenticating agent Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such agentAgent. An authenticating agent Agent has the same rights as an Agent to deal with Holders RCFC or an Affiliate of RCFC. The Trustee’s certificate of authentication shall be in substantially the Issuersfollowing form: This is one of the Notes of [specify Series] issued under the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By:________________________ Authorized Signature (d) Each Note shall be dated and issued as of the date of its authentication by the Trustee. (e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by RCFC, and RCFC shall deliver such Note to the Trustee for cancellation as provided in Section 2.15, together with a written statement (which need not comply with Section 12.3 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by RCFC, for all purposes of this Base Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of this Base Indenture.

Execution and Authentication. At least one Officer (a) A member of each the Board of Directors of the Issuer shall execute sign the Notes on behalf of such for the Issuer by manual, electronic manual or facsimile signature. If an Officer a member of the Board of Directors whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. valid nevertheless. (b) A Note shall not be entitled to any benefit under this Indenture valid until an authorized signatory of the Trustee manually or be valid or obligatory for any purpose until authenticated substantially in electronically authenticates the form of Exhibit A attached hereto, as the case may be, by the manual or electronic Note. The signature of the Trustee. The signature Trustee on the certificate of authentication on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and delivered issued under this Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuer Order . (an “Authentication Order”), authenticate c) At any time and deliver the Initial Notes. In addition, at any time, from time to timetime after the execution and delivery of this Indenture, the Trustee shall upon an Authentication Order authenticate and deliver any Additional make available for delivery Notes for upon a written order of the Issuer signed by an aggregate principal Officer of the Issuer or the Guarantors (an “Issuer Order”). An Issuer Order shall specify the amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes to be authenticated and this Indenture or otherwise in a manner the date on which such issue of Notes is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others. authenticated.‌ (d) The Trustee may appoint an authenticating agent (the “Authenticating Agent”)‌ reasonably acceptable to the Issuers Issuer to authenticate the Notes. An authenticating agent Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate 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 the Authenticating Agent. (e) In case a Surviving Entity has executed a supplemental indenture with the same rights as an Agent Trustee pursuant to deal with Holders or an Affiliate Article IV, any of the IssuersNotes authenticated or delivered prior to such‌ transaction may, from time to time, at the request of the Surviving Entity, be exchanged for other Notes executed in the name of the Surviving Entity with such changes in phraseology and form as may be appropriate to reflect the Surviving Entity, but otherwise identical to the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon receipt of an Issuer Order of the Surviving Entity, shall authenticate and deliver Notes as specified in such Issuer Order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a Surviving Entity pursuant to this Section 2.2(e) in exchange or substitution for or upon registration of transfer of any Notes, such Surviving Entity, at the option of the Holders and at the expense of such Surviving Entity, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name.

Execution and Authentication. At least one Officer of each Issuer Two Officers shall execute sign the Notes on behalf of such Issuer for the Company by manual, electronic manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be validvalid nevertheless. A Note shall not be entitled to any benefit valid until an authorized signatory of the Trustee manually authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that such Note has been duly and validly authenticated and issued under this Indenture Indenture. A Note shall be dated the date of its authentication. (1) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $200,000,000, (2) subject to the terms of this Indenture, Additional Notes for original issue in an unlimited principal amount and (3) Exchange Notes for issue only in an Exchange Offer pursuant to a Registration Rights Agreement or be valid upon resale under an effective Shelf Registration Statement, and only in exchange for Initial Notes or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached heretoAdditional Notes, as the case may be, by the manual or electronic signature of an equal principal amount, in each case upon a written order of the Trustee. The signature shall be conclusive evidence that Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Note has been duly authenticated and delivered under this Indenture. On Company (the Issue Date, the Trustee shall, upon receipt of an Issuer Order (an “Authentication Company Order”), authenticate . Such Company Order shall specify the amount of the Notes to be authenticated and deliver the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional or Exchange Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuers Company to authenticate the Notes. An authenticating agent Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate 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 In case the same rights Company or any Subsidiary Guarantor (if any), pursuant to Article IV or Section 10.2 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 Company or such Subsidiary 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 with Holders or an Affiliate the Trustee pursuant to Article IV, any of the IssuersNotes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes 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 Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and deliver Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name.

Execution and Authentication. At least one Officer of each Issuer (a) Two Officers shall execute sign the Notes on behalf of such Issuer for the Company by manual, electronic manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. valid nevertheless. (b) A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in an authorized signatory of the form of Exhibit A attached hereto, as Trustee manually authenticates the case may be, by the manual or electronic Note. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence evidence, and the only evidence, that the such Note has been duly and validly authenticated and issued under this Indenture. (c) At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for delivery Notes upon 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 (the “Company Order”). A Company Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture. On Indenture is limited to U.S.$103,232,042 plus the Issue Date, the Trustee shall, upon receipt amount of an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which interest that is not reasonably acceptable capitalized pursuant to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others. terms of this Indenture. (d) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuers Company to authenticate the Notes. An authenticating agent Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate 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 the Authenticating Agent. (e) In case a Surviving Entity has executed an indenture supplemental hereto with the same rights as an Agent Trustee pursuant to deal with Holders or an Affiliate Article IV, any of the IssuersNotes authenticated or delivered prior to such transaction may, from time to time, at the request of the Surviving Entity, be exchanged for other Notes executed in the name of the Surviving Entity with such changes in phraseology and form as may be appropriate, but otherwise identical to the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the Surviving Entity, shall authenticate and deliver Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a Surviving Entity pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such Surviving Entity, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name.

Execution and Authentication. At least one One Officer of shall sign the Notes for each Issuer shall execute the Notes on behalf of such Issuer by manual, electronic manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be validvalid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or electronic signature an authorized signatory of the TrusteeTrustee or an authentication agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the The Trustee shall, upon or an authentication agent shall authenticate and make available for delivery Notes as set forth in Appendix A following receipt of an authentication order signed by an Officer of each Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to directing the Trustee or if the Trustee, being advised by counsel, determines that an authentication agent to authenticate such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or othersNotes. The Trustee may appoint an authenticating authentication agent reasonably acceptable to the Issuers to authenticate the Notes. An authenticating Any such appointment shall be evidenced by an instrument signed by a Responsible Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an authentication agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating authentication agent has the same rights as an any Registrar, Paying Agent to deal or agent for service of notices and demands. Notwithstanding the above provisions, facsimile, documents executed, authenticated, scanned and transmitted electronically and electronic signatures, including those created or transmitted through a software platform or application, shall be deemed manual signatures for purposes of this Indenture, Notes and other related documents and all matters and instruments, agreements, documents and certificates related thereto, with Holders such facsimile, scanned and electronic signatures having the same legal effect as manual signatures. The parties agree that this Indenture, the Notes or an Affiliate any other related document or any instrument, agreement, document or certificate necessary for the consummation of the Issuerstransactions contemplated by this Indenture, the Notes or the other related documents or related hereto or thereto (including, without limitation, addendums, amendments, notices, instructions, communications with respect to the delivery of securities or the wire transfer of funds or other communications) (the “Executed Documentation”) may be accepted, executed, authenticated or agreed to through the use of an electronic signature in accordance with applicable laws, rules and regulations in effect from time to time applicable to the effectiveness and enforceability of electronic signatures. Any Executed Documentation accepted, executed, authenticated or agreed to in conformity with such laws, rules and regulations will be binding on all parties hereto to the same extent as if it were physically executed, and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto or thereto. When the Trustee acts on any Executed Documentation sent by electronic transmission, except where due to bad faith, the Trustee will not be responsible or liable for any losses, costs or expenses arising directly or indirectly from its reliance upon and compliance with such Executed Documentation, notwithstanding that such Executed Documentation (a) may not be an authorized or authentic communication of the party involved or in the form such party sent or intended to send (whether due to fraud, distortion or otherwise) or (b) may conflict with, or be inconsistent with, a subsequent written instruction or communication; it being understood and agreed that the Trustee shall conclusively presume that Executed Documentation that purports to have been sent by an authorized officer of a Person has been sent by an authorized officer of such Person. The party providing Executed Documentation through electronic transmission or otherwise with electronic signatures agrees to assume all risks arising out of such electronic methods, including, without limitation, the risk of the Trustee acting on unauthorized instructions and the risk of interception and misuse by third parties.

Execution and Authentication. At least one Officer Two Officers must sign the Securities of each Issuer shall execute any series for the Notes on behalf of such Issuer by manual, electronic manual or facsimile signature. If an Officer whose signature is on a Note Security no longer holds that office at the time a Note Security is authenticated, the Note shall Security will nevertheless be valid. A Note shall Security will not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or electronic signature of the Trustee. The signature shall will be conclusive evidence that the Note Security has been duly authenticated and delivered under this Indenture. On the Issue Date, the The Trustee shallwill, upon receipt at any time or from time to time of an a written order of the Issuer Order signed by two Officers (an “Authentication Order”), authenticate and deliver Securities of any series for original issue up to the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified set forth in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or othersOrder. The Trustee may appoint an authenticating agent acceptable to the Issuers Issuer to authenticate NotesSecurities. An authenticating agent may authenticate Notes 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 Holders or an Affiliate of the IssuersIssuer. In authenticating Securities of any series, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive and, subject to Sections 315(a) through 315(d) of the TIA, shall be fully protected in relying upon, (a) an Opinion of Counsel stating that: (i) the form or forms of such Securities have been established in conformity with the provisions of this Indenture; (ii) the terms of such Securities have been established in conformity with the provisions of this Indenture; and (iii) such Securities, when completed by appropriate insertions and executed and delivered by the Issuer to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and binding obligations of the Issuer, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights, to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities; and (b) an Officers’ Certificate stating that all conditions precedent provided for in this Indenture relating to the issuance of such Securities have been complied with and that, to the best of the knowledge of the signers of such Certificate, no Event of Default with respect to any of the Securities shall have occurred and be continuing.

Execution and Authentication. (a) At least one Officer of each Issuer the Issuers shall execute the Notes on behalf of such Issuer the Issuers by manual, electronic or facsimile signature. If an Officer whose signature is on a Note no longer holds that or any office at the time a Note is authenticated, the Note shall nevertheless be valid. . (b) A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, hereto by the manual or electronic signature of an authorized signatory of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. . (c) On the Issue Date, the Trustee shall, upon receipt of a written request or order of the Issuers signed by an Issuer Order Officer of the Issuers (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, time and from time to time, the Trustee shall shall, upon receipt of an Authentication Order Order, authenticate and deliver any Additional Notes for in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others. . (d) The Trustee may appoint an authenticating agent Authenticating Agent acceptable to the Issuers to authenticate NotesNotes in accordance Section 7.10. An authenticating agent Unless limited by the terms of such appointment, an Authenticating Agent may authenticate 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 Authenticating Agent has the same rights as an Agent to deal with Holders Holders, the Issuers or an Affiliate of the Issuers. (e) The Trustee shall authenticate and make available for delivery upon receipt of an Authentication Order from the Issuers (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $225,000,000, (b) subject to the terms of this Indenture, Additional Notes, and (c) any Unrestricted Global Notes (as defined in Appendix A) issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the Notes are to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or Unrestricted Global Notes. Upon receipt of a written order of the Issuers signed by one Officer of the Issuers, the Trustee shall authenticate Notes in substitution for Notes originally issued to reflect any name change of the Issuers.

Execution and Authentication. (a) At least one Officer of each Issuer shall execute the Notes on behalf of such Issuer the Partnership by manual, facsimile or electronic or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. . (b) A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form forms of Exhibit A A-1 and Exhibit A-2 attached hereto, as the case may be, hereto by the manual manual, facsimile or electronic signature of an authorized signatory of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. . (c) On the Issue Date, the Trustee shall, upon receipt of a written order of the Partnership signed by an Issuer Order Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, time and from time to time, the Trustee shall shall, upon receipt of an Authentication Order Order, authenticate and deliver any Additional Notes for in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others. . (d) The Trustee may appoint an authenticating agent acceptable to the Issuers Partnership to authenticate Notes. An authenticating agent may authenticate 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 Holders Holders, the Partnership or an Affiliate of the IssuersPartnership. (e) The Trustee shall authenticate and make available for delivery upon a written order of the Partnership signed by one Officer (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $800,000,000 of 2029 Notes and in an aggregate principal amount of $1,100,000,000 of 2031 Notes, (b) subject to the terms of this Indenture, Additional Notes and (c) any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or Unrestricted Global Notes.

Execution and Authentication. At least one An authorized Officer of each Issuer the Company shall execute sign the Notes on behalf of such Issuer for the Company by manual, electronic manual or facsimile signature. If an authorized Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee or the Authenticating Agent, as applicable, authenticates the Note, the Note shall nevertheless be validvalid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in an authorized signatory of the form of Exhibit A attached heretoTrustee or the Authenticating Agent, as applicable, manually signs the case may be, by certificate of authentication on the manual or electronic signature of the TrusteeNote. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue DatePursuant to a Company Order, the Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate Company shall execute and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional (a) Original Notes for original issue in an aggregate principal amount specified of $400,000,000, in such Authentication Order for such the case of the Original Dollar Notes, and €400,000,000, in the case of the Original Euro Notes, and (b) Additional Notes issued hereunder. The Trustee shall not be required subject to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if compliance at the authentication time of issuance of such Additional Notes will affect with the Trustee’s own rights, duties or immunities under provisions of this Indenture. The aggregate principal amount of Notes outstanding shall not exceed the amount of Notes so executed and this Indenture or otherwise authenticated except as provided in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or othersSection 2.7. The Trustee may appoint an authenticating agent (each, an “Authenticating Agent”) reasonably acceptable to the Issuers Company to authenticate the Notes. An Unless limited by the terms of such appointment, any such authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as an any Registrar, co-Registrar, Transfer Agent or Paying Agent to deal with Holders the Company or an Affiliate of the IssuersCompany. The Trustee or Authenticating Agent, as applicable, shall have the right to decline to authenticate and deliver any Notes under this Section 2.2 if the Trustee or the Authenticating Agent, as applicable, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or the Authenticating Agent, as applicable, in good faith shall determine that such action would expose the Trustee or the Authenticating Agent, as applicable, to personal liability to existing Holders.

Execution and Authentication. At least one An Officer of each Issuer shall execute must sign the Notes on behalf of such for the Issuer by manual, electronic manual or facsimile signature. If an the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall will nevertheless be valid. A Note shall will not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or electronic facsimile signature of the TrusteeTrustee or Authentication Agent. The signature shall will be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee (or the Authentication Agent (as defined herein below)) shall, upon receipt of a written order of the Issuer signed by an Issuer Order Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In additionNotes for original issue up to (i) £265,000,000 in aggregate principal amount of Notes and, upon delivery of any Authentication Order at any time, time and from time to timetime thereafter, the Trustee (or the Authentication Agent) shall upon an Authentication Order authenticate and deliver any Additional Notes for original issue, or Definitive Notes issued pursuant to Section 2.06 hereof, in an aggregate principal amount specified in such Authentication Order. Such Authentication Order for such Additional shall specify the aggregate principal amount of Notes issued hereunder. The Trustee shall not to be required to authenticate any Additional authenticated, the series and type of Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under date on which the Notes are to be authenticated, and the date from which interest on such Notes shall accrue, whether the Notes are to be issued as definitive Notes or Global Notes and whether or not the Notes shall bear any legend, or such other information as the Trustee may reasonably request. In addition, such Authentication Order shall include (a) a statement that the Persons signing the Authentication Order have (i) read and understood the provisions of this Indenture or otherwise in a manner which is not reasonably acceptable relevant to the Trustee statements in the Authentication Order and (ii) made such examination or if investigation as is necessary to enable them to make such statements and (b) a brief statement as to the Trustee, being advised by counsel, determines that such action may not lawfully be taken nature and scope of the examination or may expose investigation on which the Trustee to personal liability to existing Holders or othersstatements set forth in the Authentication Order are based. The Trustee may appoint an authenticating agent (the “Authentication Agent”) acceptable to the Issuers Issuer to authenticate Notes. An Such an agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. Any authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuer. Any such appointment shall be evidenced by an instrument signed by a Responsible Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. The Trustee appoints Citigroup Global Markets Deutschland AG as the Authentication Agent and Citigroup Global Markets Deutschland AG hereby accepts such appointment. The Issuer confirms this appointment as acceptable to it. 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 Holders or an Affiliate of the IssuersIssuer.

Execution and Authentication. At least (a) Two Officers, one of whom shall be the Chairman of the Board, the President, the Chief Executive Officer or the Chief Financial Officer of each Issuer the Company, shall execute sign the Notes on behalf of such Issuer for the Company by manual, electronic manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. valid nevertheless. (b) A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in an authorized signatory of the form of Exhibit A attached hereto, as Trustee manually authenticates the case may be, by the manual or electronic Note. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and delivered issued under this Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuer Order . (an “Authentication Order”), authenticate c) At any time and deliver the Initial Notes. In addition, at any time, from time to timetime after the execution and delivery of this Indenture, the Trustee shall upon an Authentication Order authenticate and deliver any Additional make available for delivery Notes for upon a written order of the Company signed by two Officers or by an aggregate principal Officer and either an Assistant Treasurer or an Assistant Secretary of the Company (the “Company Order”). A Company Order shall specify the amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes to be authenticated and this Indenture or otherwise in a manner the date on which the original issue of Notes is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others. authenticated. (d) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuers Company to authenticate the Notes. An authenticating agent Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate 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 the Authenticating Agent. (e) In case a Surviving Entity has executed an indenture supplemental hereto with the same rights as an Agent Trustee pursuant to deal with Holders or an Affiliate Article IV, any of the IssuersNotes authenticated or delivered prior to such transaction may, from time to time, at the request of the Surviving Entity, be exchanged for other Notes executed in the name of the Surviving Entity with such changes in phraseology and form as may be appropriate, but otherwise identical to the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the Surviving Entity, shall authenticate and deliver Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a Surviving Entity pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such Surviving Entity, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name.

Execution and Authentication. At least one Officer of each the Issuer shall execute the Notes on behalf of such the Issuer by manual, electronic manual or facsimile signature. The Issuer’s seal may but need not be impressed, affixed, imprinted or reproduced on the Notes. If an Officer whose signature is on a Note no longer holds that office at the time a Note the Notes is authenticatedauthenticated or at any time thereafter, the Note shall nevertheless be validvalid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or electronic signature an authorized signatory of the TrusteeTrustee or Authenticating Agent manually or by facsimile signature signs the certificate of authentication on the Note. The Such signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On The Trustee shall authenticate Notes on the Original Issue Date, the Trustee shall, Date in an aggregate principal amount of US$400,000,000 upon receipt of a request by the Issuer signed by an Officer of the Issuer Order directing the Trustee to authenticate the Notes (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required have the right to decline to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, Notes under this Section if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may if the Trustee determines that such action would expose the Trustee to personal liability, unless pre-funding and/or indemnity and/or security satisfactory to the Trustee against such liability is provided to existing Holders the Trustee. The Trustee shall authenticate Additional Notes upon receipt of an Authentication Order relating thereto. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate maximum amount of Notes authorized for issuance by the Issuer pursuant to one or othersmore Authentication Orders, except as provided in Section 2.08. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) acceptable to the Issuers Issuer to authenticate Notes. An authenticating agent Unless limited by the terms of such appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentAuthenticating Agent. An authenticating agent has Such Authenticating Agent shall have the same rights as an Agent to deal the Trustee in any dealings hereunder with Holders the Issuer or an Affiliate with any of the IssuersIssuer’s Affiliates.

Execution and Authentication. At least one (a) Any Officer of each Issuer shall execute sign the Notes on behalf of such Issuer by manualfor the Company, electronic or facsimile signaturewhich may be via facsimile. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. valid nevertheless. (b) A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose enforceable unless and until authenticated an authorized signatory of the Trustee, upon Company Order, authenticates the Note substantially in the form of Exhibit the Trustee’s certificate of authentication provided for in Section 2.2(d) hereof. The signature of the Trustee on a Note shall be conclusive evidence that such Note has been duly and validly authenticated and issued under this Indenture. (c) At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for delivery Notes upon a written order of the Company signed by an Officer (the “Company Order”). A attached heretoCompany Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. (d) The Trustee may appoint an agent or agents with respect to the Notes which shall be authorized to act on behalf of the Trustee to authenticate Notes issued upon original issue and upon exchange, registration of transfer or partial conversion or partial redemption thereof or pursuant to Section 6.8 (an “Authenticating Agent”), and Notes so authenticated shall be entitled to the benefits of this Indenture and shall be valid and enforceable for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Notes by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and the Guarantor and shall at all times be either (i) a branch of the Trustee or (ii) a Person organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than U.S.$50,000,000 and subject to supervision or examination by any federal or state authority in the United States. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent reports of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any Person into which an Authenticating Agent may be merged or with which it may be consolidated, or any Person resulting from any merger or consolidation to which such Authenticating Agent shall be a party, or any Person succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent, provided such Person shall be otherwise eligible under this Section. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee; to the Company and the Guarantor. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent, the Company and the Guarantor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and the Guarantor and shall give notice of such appointment in the manner provided in Section 12.2 to all Holders of Notes with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. Each of the Company and the Guarantor agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Indenture. If an appointment is made pursuant to this Section, the Notes of a series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: “This is one of the Notes referred to in the within-mentioned Indenture. The Bank of New York Mellon, acting through its London Branch, as Trustee as Authenticating Agent Authorized Signatory Date: ” If any of the Notes may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Notes upon original issuance located in a Place of Payment where the Company wishes to have Notes authenticated upon original issuance, the Trustee, if so requested by the Company in writing (which writing need not be an Officers’ Certificate or be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect of such Notes. (e) In case the Company: (i) shall be consolidated with or merged into any other Person, (ii) shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety, or (iii) shall transfer its obligations in respect of the Notes in accordance with Articles IV or V of this Indenture. and the Successor Company or Transferee Company, as the case may be, by resulting from such consolidation, or surviving such merger, or which shall have received a conveyance, transfer; lease or other disposition as aforesaid, shall assume the manual or electronic signature rights, responsibilities and obligations of the Trustee. The signature shall be conclusive evidence that Company pursuant to Article IV or Article V, as the Note has been duly case may be, any of the Notes authenticated and or delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any timeprior to such transaction may, from time to time, at the Trustee request of the Successor Company or Transferee Company, as the case may be, be exchanged for other Notes executed in the name of the Successor Company or Transferee Company, as the case may be, with such changes in phrasing and form as may be appropriate (but which shall not affect the rights or duties of the Trustee), but otherwise identical to the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon an Authentication Company Order of the Successor Company or Transferee Company, as the case may be, shall authenticate and deliver any Additional Notes for an aggregate principal amount as specified in such Authentication Order order for the purpose of such Additional exchange. If Notes issued hereunder. The Trustee shall not at any time be required authenticated and delivered in any new name of a Successor Company or Transferee Company, as the case may be, pursuant to authenticate this Section 2.2 in exchange or substitution for or upon registration of transfer of any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notessuch Successor Company or Transferee Company, if as the authentication of such Additional Notes will affect case may be, at the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others. The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate Notes. An authenticating agent may authenticate 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 Holders or an Affiliate option of the IssuersHolders of Notes but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name.

Execution and Authentication. At least one Officer of each Issuer shall execute the Senior Notes on behalf of such the Issuer by manual, facsimile or electronic or facsimile (including “.pdf”) signature. If an Officer whose signature is on a Senior Note no longer holds that office at the time a Senior Note is authenticated, the Note shall nevertheless be valid. A Senior Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or electronic signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On At any time and from time to time after the Issue Dateexecution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee for authentication and delivery and the Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Senior Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunderthe Senior Notes. The In authenticating the Senior Notes, and accepting the additional responsibilities under this Indenture in relation to the Senior Notes, the Trustee shall not receive, and, subject to Section 7.01, shall be required to authenticate any Additional fully protected in relying upon: (a) an Officer’s Certificate delivered in accordance with Sections 13.04 and 13.05; and (b) an Opinion of Counsel, delivered in accordance with Sections 13.04 and 13.05, and which shall also state: (1) that the form of the Senior Notes has been established in conformity with this Indenture; (2) that the terms of the Senior Notes have been established by this Indenture; and (3) that the Senior Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes when authenticated and this Indenture or otherwise in a manner which is not reasonably acceptable to delivered by the Trustee or if and issued by the TrusteeIssuer in the manner and subject to any conditions specified in such Opinion of Counsel, being advised by counselwill constitute valid and legally binding obligations of the Issuer, determines that such action may not lawfully be taken or may expose the Trustee enforceable in accordance with their terms, subject to personal liability to existing Holders or otherscustomary exceptions, limitations, qualifications and other assumptions. The Trustee may appoint an authenticating agent acceptable to the Issuers Issuer to authenticate Notes. An authenticating agent may authenticate 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 Holders or an Affiliate of the IssuersIssuer.

Execution and Authentication. At least The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Notes for original issue on the date hereof in an aggregate principal amount of each Issuer $284,595,000, (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall execute specify the amount of the Notes to be authenticated, the date on behalf which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes or Exchange Notes. Notwithstanding anything to the contrary in this Indenture or the Appendix, any issuance of Additional Notes after the Issue Date shall be in a minimum principal amount of $2,000 and any integral multiple of $1,000, whether such Additional Notes are of the same or a different series than the Original Notes. One Officer shall sign the Notes for the Issuer by manual, electronic manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be validvalid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or electronic signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuers Issuer to authenticate the Notes. An 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 limited by the terms of such appointment, an authenticating agent may authenticate 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 any Registrar, Paying Agent or agent for service of notices and demands. The Trustee is hereby authorized to deal enter into a letter of representations with Holders or an Affiliate of the IssuersDepository in the form provided by the Issuer and to act in accordance with such letter.

Execution and Authentication. At least one (a) The Bonds shall be executed in the name of the Authority by the manual or facsimile signature of the Executive Director or other Authorized Officer of each Issuer the Authority, and its corporate seal (or a facsimile thereof) shall execute be thereunto affixed, imprinted, engraved or otherwise reproduced, and attested by the Notes manual or facsimile signature of an Authorized Officer. In case any one or more of the officers who shall have signed any of the Bonds shall cease to be such officer before the Bonds so signed and sealed shall have been actually authenticated and delivered by the Trustee, such Bonds may, nevertheless, be authenticated and delivered as herein provided, and may be issued as if the persons who signed or sealed such Bonds had not ceased to hold such offices. Any Bond of a Series may be signed and sealed on behalf of the Authority by such Issuer by manual, electronic persons as at the actual time of the execution of such Bond shall be duly authorized or facsimile signature. If an Officer whose signature is on a Note no longer holds that hold the proper office at the time Authority, although at the date of the Bonds of such Series such persons may not have been so authorized or have held such office. (b) The Bonds of each Series shall bear thereon a Note is authenticatedcertificate of authentication, in substantially the Note following form, executed manually by the Trustee. Only such Bonds as bear such certificate of authentication shall nevertheless be valid. A Note shall not be entitled to any right or benefit under this Indenture or Trust Agreement and no Bond shall be valid or obligatory for any purpose until authenticated substantially in the form such certificate of Exhibit A attached hereto, as the case may be, authentication shall have been duly executed by the manual or electronic signature of the Trustee. The signature Such certificate of the Trustee upon any Bond shall be conclusive evidence that the Note Bond so authenticated has been duly authenticated and delivered under this Indenture. On Trust Agreement and the Issue Date, the Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which Registered Owner thereof is not reasonably acceptable entitled to the Trustee or if benefits of this Trust Agreement: This bond is one of the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose Bonds of the Trustee to personal liability to existing Holders or others. The Trustee may appoint an authenticating agent acceptable to Massachusetts School Building Authority described in the Issuers to authenticate Notes. An authenticating agent may authenticate Notes whenever Trust Agreement and in the Trustee may do so. Each reference Supplemental Trust Agreement defined in this Indenture to authentication by the bond. THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate Date of the Issuers.Authentication: By: Authorized Signatory

Execution and Authentication. (a) At least one Officer of each Issuer shall execute the Notes on behalf of such Issuer the Partnership by manual, facsimile or electronic or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. . (b) A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, hereto by the manual manual, facsimile or electronic signature of an authorized signatory of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. . (c) On the Issue Date, the Trustee shall, upon receipt of a written order of the Partnership signed by an Issuer Order Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, time and from time to time, the Trustee shall shall, upon receipt of an Authentication Order Order, authenticate and deliver any Additional Notes for in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or others. . (d) The Trustee may appoint an authenticating agent acceptable to the Issuers Partnership to authenticate Notes. An authenticating agent may authenticate 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 Holders Holders, the Partnership or an Affiliate of the IssuersPartnership. (e) The Trustee shall authenticate and make available for delivery upon an Authentication Order (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $600,000,000, (b) subject to the terms of this Indenture, Additional Notes and (c) any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or Unrestricted Global Notes.

Execution and Authentication. At least one Officer The Chief Executive Officer, Chief Financial Officer, President, Treasurer, Assistant Treasurer or any Vice President of each Issuer the Company shall execute the Notes on behalf of such Issuer the Company by manual, electronic manual or facsimile signature. The Company’s seal may but need not be impressed, affixed, imprinted or reproduced on the Notes. If an Officer the officer whose signature is on a Note no longer holds that office at the time a the Trustee authenticates the Note is authenticatedor at any time thereafter, the Note shall nevertheless be validvalid nevertheless. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or electronic signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. The Such signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On The Trustee shall authenticate the Issue Date, the Trustee shall, Initial Notes in an aggregate principal amount not to exceed $700,000,000 upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, Officer’s Certificate directing the Trustee shall upon an Authentication Order to authenticate such Initial Notes and deliver any Additional certifying that all conditions precedent to the issuance of such Initial Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereundercontained herein have been complied with. The Trustee shall not be required authenticate Additional Notes thereafter in unlimited amounts (so long as permitted by the terms of this Indenture) for original issue upon receipt of an Officer’s Certificate directing the Trustee to authenticate any such Additional Notes, nor will it be liable for its refusal Notes and certifying that all conditions precedent to authenticate any Additional Notes, if the authentication issuance of such Additional Notes will affect the Trustee’s own rightscontained herein have been complied with; provided, duties or immunities however, that such Additional Notes are to be issued (i) for sale pursuant to Rule 144A, (ii) for sale pursuant to Regulation S, (iii) in exchange for any Notes issued under the Notes and this Indenture pursuant to Rule 144A or otherwise Regulation S or (iv) pursuant to a registered public offering. The Trustee shall authenticate Exchange Notes in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or othersaccordance with Section 2.07. The Trustee may appoint an authenticating agent acceptable to the Issuers Company to authenticate Notes. An Unless limited by the terms of such appointment, an authenticating agent may authenticate 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 as an Agent to deal the Trustee in any dealings hereunder with Holders the Company or an Affiliate with any of the IssuersCompany’s Affiliates.

Execution and Authentication. At least one (a) An Authorized Officer of each Issuer shall execute sign the Notes on behalf of such Issuer by manual, electronic facsimile or facsimile electronically scanned signature. If an Authorized Officer whose signature is on a Note no longer holds that office at the time a the Note is authenticated, the Note shall nevertheless be valid. A . (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuers may deliver Notes of any particular Series executed by each Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes. (c) No Note shall not be entitled to any benefit under this the Indenture or be valid or obligatory for any purpose until authenticated unless there appears on such Note a certificate of authentication substantially in the form of Exhibit A attached heretoprovided for herein, as duly executed by the case may be, Trustee by the manual or electronic signature of the Trusteea Trust Officer. The signature Such signatures on such certificate shall be conclusive evidence evidence, and the only evidence, that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee shall not be required to authenticate any Additional Notes, nor will it be liable for its refusal to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or othersIndenture. The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate Notes. An Unless limited by the term of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has The Trustee’s certificate of authentication shall be in substantially the same rights as an Agent to deal with Holders or an Affiliate following form: This is one of the Notes of a series issued under the within-mentioned Indenture. U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the date of its authentication by the Trustee. (e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers shall deliver such Note to the Trustee for cancellation as provided in Section 2.13 together with a written statement stating that such Note has never been issued and sold by the Issuers, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.

Execution and Authentication. At least one Officer of each Issuer shall execute the Notes on behalf of such Issuer for the Company by manual, electronic manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or electronic signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the The Trustee shall, upon receipt of a written order of the Company signed by an Issuer Order Officer (an “Authentication Order”), authenticate and deliver Notes for original issue that may be validly issued under this Indenture, including any Additional Notes issued pursuant to Section 2.14 hereof. The aggregate principal amount of Notes outstanding at any time shall not exceed the Initial Notesaggregate principal amount of Notes authorized for issuance by the Company pursuant to one or more Authentication Orders, except as provided in Section 2.07 hereof. In addition, at any time, from time to timeauthenticating the Notes, the Trustee shall upon receive, and subject to Section 7.01 hereof shall be fully protected in relying upon, an Authentication Order authenticate Opinion of Counsel stating that this Indenture and deliver such Notes and Note Guarantees, when authenticated and delivered by the Trustee and issued by the Company and the Guarantors in the manner and subject to any Additional Notes for an aggregate principal amount conditions specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee Opinion of Counsel, shall not constitute valid and binding obligations of the Company and the Guarantors enforceable in accordance with their terms (except as the enforceability thereof may be required limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to authenticate any Additional Notesor affecting creditors’ rights and by general principles of equity, nor will it be liable for its refusal and subject to authenticate any Additional Notes, if the authentication of such Additional Notes will affect the Trustee’s own rights, duties or immunities under the Notes other customary limitations and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or may expose the Trustee to personal liability to existing Holders or othersassumptions). The Trustee may appoint an authenticating agent acceptable to the Issuers Company to authenticate Notes. An Unless otherwise provided in the appointment, an authenticating agent may authenticate 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 Holders or an Affiliate of the IssuersCompany.