Common use of Execution and Authentication Clause in Contracts

Execution and Authentication. (a) An Officer shall execute the Notes on behalf of each Issuer 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 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 by the manual 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 (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 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 Notes issued hereunder. (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, the Issuers or an Affiliate of the Issuers.

Execution and Authentication. (a) An Officer Two Officers of each of the Issuers shall execute sign the Notes on behalf of each Issuer for the Issuers 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. (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 by the manual signature of an authorized signatory 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 Indenture. (c) On the Issue DateIndenture is unlimited. Subject to Section 4.9 hereof, the Trustee shall, upon receipt of a written order of the Issuers signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and additional Notes may be issued hereunder from time to time, without the Trustee shall, upon receipt consent of an Authentication Order, Opinion the Holders of Counsel and Officer’s Certificate, authenticate and deliver any Global previously issued Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 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 to be determined from time to time by the Issuers; provided, that additional Notes may not be issued hereunder. (d) with original issue discount as determined under section 1271 et seq. of the Code. 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) An At least one Officer shall execute the Notes on behalf of each the Issuer by manual manual, 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 by the manual 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 Issuer signed by an 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 and from time to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Officers’ Certificate, authenticate and deliver any Definitive Notes to be issued in exchange for interests in Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 2.07 or any Notes issuable following a redemption or repurchase by the Issuers Issuer pursuant to the terms of this Indenture in an aggregate principal amount specified in such Authentication Order for such Notes issued hereunder. (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, the Issuers Holders or an Affiliate of the IssuersIssuer.

Execution and Authentication. (a) An At least one Officer of each Issuer shall execute the Notes on behalf of each such Issuer by manual 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 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. (c) . On the Issue Date, the Trustee shall, upon receipt of a written order of the Issuers signed by an Officer Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and time, from time to time, the Trustee shall, shall upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, Order authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 or any Notes issuable following a redemption or repurchase by the Issuers pursuant to the terms of this Indenture in for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) . 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, the Issuers Holders or an Affiliate of the Issuers.

Execution and Authentication. (a) An At least one Officer shall execute the Notes on behalf of each the Issuer 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 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 by the manual 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 Issuer signed by an 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 and from time to time, the Trustee shall, upon receipt of an Authentication 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 Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 2.07 or any Notes issuable following a redemption or repurchase by the Issuers Issuer pursuant to the terms of this Indenture in an aggregate principal amount specified in such Authentication Order for such Notes issued hereunder. (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, the Issuers Holders or an Affiliate of the IssuersIssuer.

Execution and Authentication. (a) An Officer shall execute sign the Notes on behalf of each Issuer for the Company 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 validvalid 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 the form of Exhibit A attached hereto by the manual signature of an authorized signatory of the TrusteeTrustee manually authenticates the Note. The signature of the 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. (c) On the Issue Date, the Trustee shall, upon receipt of a written order of the Issuers signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at At any time and from time to timetime after the execution and delivery of this Indenture, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, shall authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement make available for delivery Notes upon a written order of the Company signed by an Officer of the Company (the “Company Order”). A Company Order shall specify the amount of the Notes to be issued pursuant authenticated and the date on which such original issue of Notes is to Section 2.07, any temporary Notes pursuant to Section 2.10 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 Notes issued hereunderbe 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 HoldersArticle IV, the Issuers or an Affiliate 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. (a) An Any Officer shall execute of the Issuer may sign the Notes on behalf of each for the Issuer by manual manual, facsimile or facsimile electronic 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. (b) A Note shall not be entitled to any benefit under this Indenture valid until electronically or be valid manually authenticated by an authorized signatory of the Trustee or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto an agent appointed by the Trustee (and reasonably acceptable to the Issuer) for such purpose (an “Authenticating Agent”). The electronic or manual signature of an authorized signatory of the Trustee. The signature Trustee or an Authenticating Agent on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and delivered issued under this Indenture. (c) On the Issue Date, the Trustee shall, upon receipt of a written order of the Issuers signed . Unless limited by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 or any Notes issuable following a redemption or repurchase by the Issuers pursuant to the terms of this Indenture in its appointment, an aggregate principal amount specified in such Authentication Order for such Notes issued hereunder. (d) The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate Notes. An authenticating agent 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 agentan Authenticating Agent. (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 Issuer signed by an Officer of the Issuer (the “Issuer Order”). An authenticating agent has Issuer Order shall specify the same rights as an Agent to deal with Holders, the Issuers or an Affiliate amount of the IssuersNotes to be authenticated and the date on which the original issue of Notes is to be authenticated. (d) In case a Successor Issuer has executed an indenture supplemental hereto with the Trustee pursuant to Article IV, any of the Notes authenticated or delivered prior to such transaction may, from time to time, at the request of the Successor Issuer be exchanged for other Notes executed in the name of the Successor Issuer 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 Successor Issuer, 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 Issuer pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such Successor Issuer, 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. (a) An Officer One or more Officers of the Issuer shall execute sign the Notes Securities on behalf of each the Issuer by manual or facsimile signature. The Issuer’s seal, if any, shall be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Note Security no longer holds that office at the time a Note the Security is authenticated, the Note Security shall nevertheless be valid. (b) . 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 by the manual signature of the Trustee or an authorized signatory of the Trusteeauthenticating agent. The signature shall be conclusive evidence that the Note Security has been duly authenticated and delivered under this Indenture. (c) On . A Security shall be dated the Issue Datedate of its authentication, the unless otherwise provided by a Board Resolution, a supplemental indenture or an Officers’ Certificate. The Trustee shall, upon receipt of a written order of the Issuers signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, shall at any time time, and from time to time, authenticate Securities for original issue in the Trustee shallprincipal amount provided in the Board Resolution, supplemental indenture hereto or Officers’ Certificate, upon receipt by the Trustee of an Authentication Issuer Order, an Officers’ Certificate delivered in accordance with section 10.04 and an Opinion of Counsel which shall state: (1) that the terms of such Securities have been established by a supplemental indenture or by or pursuant to a Board Resolution in accordance with Sections 2.01 and Officer’s Certificate2.02 and in conformity with the provisions of this Indenture; (2) that such Securities when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, authenticate will have been duly authorized, executed and deliver delivered, and constitute valid and legally binding obligations of the Issuer, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws relating to or affecting creditors’ rights generally and subject to general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether such enforceability is considered in a proceeding in equity or at law; and (3) that all conditions precedent in respect of the execution and delivery by the Issuer of such Securities have been complied with. The aggregate principal amount of Securities of any Global NotesSeries outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the Board Resolution, any Definitive Notes, any Additional Notes, any replacement Notes to be issued supplemental indenture hereto or Officers’ Certificate delivered pursuant to Section 2.072.02, any temporary Notes pursuant to except as provided in Section 2.10 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 Notes issued hereunder. (d) 2.08. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate Notesthe Securities. 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 Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with Holders, the Issuers or an Affiliate agent for service of the Issuersnotices and demands.

Execution and Authentication. (a) An Officer shall execute Two Officers of the Notes General Partner must sign the Securities of any series on behalf of each the Issuer by 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. (b) . 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 by the manual signature of an authorized signatory of the Trustee. The signature shall will be conclusive evidence that the Note Security has been duly authenticated and delivered under this Indenture. (c) On the Issue Date, the . The Trustee shallwill, upon receipt at any time or from time to time of a written order of the Issuers Issuer signed by an Officer two Officers of the General Partner on behalf of the Issuer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at Securities of any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 or any Notes issuable following a redemption or repurchase by the Issuers pursuant series for original issue up to the terms of this Indenture in an aggregate principal amount specified set forth in such Authentication Order for such Notes issued hereunder. (d) Order. 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, the Issuers 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. (a) An Officer authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer shall execute sign the Notes on behalf of each the Issuer by manual 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 valid. (b) valid 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 by the manual signature of 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. (ca) On Original Notes, on the Issue Datedate hereof, the Trustee shallfor original issue an aggregate principal amount of $600,000,000 and (b) Additional Notes, upon receipt of a written order of the Issuers signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, subject to compliance at the Trustee shalltime of issuance of such Additional Notes with the provisions 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, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notesfrom time to time; provided that, any Additional Notes, any replacement Notes to may not have the same CUSIP number and/or ISIN (or be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 or any Notes issuable following a redemption or repurchase represented by the Issuers pursuant to same Global Note or Global Notes) as the terms 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 this Indenture $2,000 and integral multiples of $1,000 in an aggregate principal amount specified in such Authentication Order for such Notes issued hereunder. (d) excess 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 Issuers 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. (a) An Officer shall execute the The Notes shall, upon issue pursuant to Section 2.2, be executed on behalf of each the Issuer by manual 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) A 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. 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 hereto provided for herein, duly executed by the Indenture Trustee by the manual signature of an authorized signatory 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. (c) On the Issue Date, the Trustee shall, upon receipt of a written order of the Issuers signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 or any Notes issuable following a redemption or repurchase by the Issuers pursuant to the terms of this The Indenture in an aggregate principal amount specified in such Authentication Order for such Notes issued hereunder. (d) 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, the Issuers 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. (a) An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall execute sign the Notes on behalf of each for the Issuer by manual 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 valid. (b) A valid nevertheless. 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 provided for herein executed by the Trustee by manual or electronic signature of an authorized signatory of the Trustee. The signature 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. (c) On the Issue Date, the Trustee shall, upon receipt of a written order of the Issuers signed by . The Issuer shall not be required to deliver an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and or Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 or any Notes issuable following a redemption or repurchase by the Issuers pursuant Certificate to the terms Trustee in connection with the authentication of this Indenture in an aggregate principal amount specified in such Authentication Order for such the issuance of the of Initial Notes issued hereunder. (d) . 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, the Issuers or an Affiliate 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. (a) An At least one Officer of the Issuer shall execute the Notes on behalf of each Issuer the Issuer, which shall include images of manually executed signatures transmitted by manual facsimile, email or facsimile signatureother electronic format (including, without limitation, “.pdf,” “.tif,” “.jpg” or other 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. (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 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 Issuers signed by an Officer 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 and time, from time to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s CertificateOrder (together with such other documents as may be required pursuant to this Indenture), authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 or any Notes issuable following a redemption or repurchase by the Issuers pursuant to the terms of this Indenture in for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued or increased hereunder. (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, the Issuers Holders or an Affiliate of the IssuersIssuer.

Execution and Authentication. (a) An At least one Officer shall execute the Notes on behalf of each Issuer the Company 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 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 by the manual 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 Company signed by an 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 and from time to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 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. (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 Holdersholders, the Issuers 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. (a) An Officer shall execute the Notes 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 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 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. (b) A 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 hereto provided for below, duly executed by the Trustee by the manual signature of an authorized signatory 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. (c) On the Issue Date, the Trustee shall, upon receipt of a written order of the Issuers signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 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 Notes issued hereunder. (d) 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, the Issuers 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. (a) An At least one Officer shall execute the Notes on behalf of each Issuer of the Issuers by manual manual, 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 by the manual 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 (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 and from time to time, the Trustee shall, upon receipt of an Authentication 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 Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 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 Notes issued hereunder. (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, the Issuers Holders or an Affiliate of the Issuers.

Execution and Authentication. (a) An Authorized Officer shall execute sign the Notes on behalf of each Issuer for AFC-II by 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. (b) A 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 hereto provided for herein, duly executed by the Trustee by the manual signature of an authorized signatory 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. (c) On the Issue Date, the Trustee shall, upon receipt of a written order of the Issuers signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 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 Notes issued hereunder. (d) 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, the Issuers 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. (a) An Officer authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer shall execute sign the Notes on behalf of each the Issuer by manual 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 valid. (b) valid 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 by the manual signature of 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. (c) On the Issue Date, the Trustee shall, upon receipt of a written order of the Issuers signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shallThe Issuer shall execute and, upon receipt of an Authentication Issuer Order, Opinion of Counsel and Officer’s Certificatethe Trustee shall authenticate (whether itself or via the authenticating agent), authenticate and deliver any Global which such authentication may be by manual, electronic (including DocuSign or other electronic platform) or facsimile signature (a) Original Notes, any Definitive Noteson the date hereof, any Additional Notes, any replacement Notes for original issue up to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 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 of $1,000,000,000 and (b) Additional Notes, from time to time. The Issuer is permitted to issue Additional Notes as part of a further issue under this Indenture, from time to time; provided that, any Additional Notes 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 are fungible with the Original Notes for U.S. federal income tax purposes. The Issuer will issue Notes in such Authentication Order for such Notes issued hereunder. (d) denominations of $2,000 and integral multiples of $1,000 in excess 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 Issuers 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. (a) An At least one Officer shall execute must sign the Notes on behalf of for each Issuer by manual manual, 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. (b) . 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 by the manual signature of an authorized signatory of the Trustee. The signature shall will be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. (c) On the Issue Date, the . The Trustee shallwill, upon receipt of a written order of the Issuers signed by an Officer of each Issuer (an “Authentication Order”), authenticate and deliver the Initial Notes for original issue that may be validly issued under this Indenture, including any Additional Notes or Exchange Notes. In addition, The aggregate principal amount of Notes outstanding at any time and from time to time, may not exceed the Trustee shall, upon receipt aggregate principal amount of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 or any Notes issuable following a redemption or repurchase authorized for issuance by the Issuers pursuant to one or more Authentication Orders, except as provided in Section 2.07 hereof. With respect to any Additional Notes, the terms of this Indenture Issuers shall set forth in an Officers’ Certificate, a copy of which shall be delivered to the Trustee at or prior to original issuance thereof, the following information: (a) the aggregate principal amount specified of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (b) the issue price, 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 such Authentication Order for such Section 2.06 relating to Restricted Global Notes issued hereunder.and Restricted Definitive Notes; and (d) whether such Additional Notes shall be entitled to the benefits 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, the Issuers Holders or an Affiliate of the IssuersCompany.

Execution and Authentication. (a) An At least one Officer shall execute the Notes on behalf of each Issuer the Company by manual or facsimile or other electronic 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 by the manual 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 Effective Date, the Trustee shall, upon receipt of a written order of the Issuers signed by an Officer Company Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and time, from time to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, (i) any Additional NotesNotes and (ii) any PIK Notes issued in payment of PIK Interest, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 or any Notes issuable following a redemption or repurchase by the Issuers pursuant to the terms of this Indenture in each case in an aggregate principal amount specified in such Authentication Order Order. On any Interest Payment Date on which the Company 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 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, pro rata in accordance with their interests, and an adjustment shall be made on the books and records of the Trustee (if it is then the 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 Company pays PIK Interest by issuing definitive PIK Notes, the principal amount of any such PIK Notes issued hereunder. (d) 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. 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, the Issuers Holders or an Affiliate of the IssuersCompany.

Execution and Authentication. (a) An At least one Officer shall execute the Notes on behalf of each Issuer the Company 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 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 by the manual 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 Company signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 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. (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, the Issuers 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. (a) An Officer 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 each Issuer by manual or facsimile signaturethe Company. The seal of the Company, if 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. (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 by the manual 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 (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 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 Notes issued hereunder. (d) 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 with Holdersbe 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 Issuers 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 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. (a) An At least one Officer shall execute must sign the Notes on behalf of each for the Issuer by manual manual, facsimile or facsimile electronic (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. (b) . 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 by the manual manual, facsimile or electronic (including PDF) signature of an authorized signatory of the Trustee. The signature shall will be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. (c) On the Issue Date, the . The Trustee shall, upon receipt of a written order of the Issuers signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, will at any time time, and from time to time, authenticate Notes for original issue in the Trustee shallprincipal amount provided in the Board Resolution, upon receipt of an Authentication Order, Opinion of Counsel and supplemental indenture hereto or Officer’s Certificate, upon receipt by the Trustee 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 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 Global Notes of such Series if (a) the Trustee, being advised by counsel, determines that such action may not be taken lawfully or (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 Holders of any then outstanding Series of Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 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 Notes issued hereunder. (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 authenticating agent. An authenticating agent has the same rights as an Agent to deal with Holders, the Issuers Issuer or an Affiliate of the IssuersIssuer.

Execution and Authentication. (a) An At least one Officer shall execute the Notes on behalf of each Issuer the Company 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 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 by the manual 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 Company signed by an 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 and from time to time, the Trustee shall, upon receipt of an Authentication 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 Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 2.07 or any Notes issuable following a redemption or repurchase by the Issuers Company pursuant to the terms of this Indenture in an aggregate principal amount specified in such Authentication Order for such Notes issued hereunder. (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, the Issuers Holders or an Affiliate of the IssuersCompany.

Execution and Authentication. (a) An At least one Officer shall execute the Notes on behalf of each Issuer the Company by manual or facsimile electronic 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 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 Company signed by an 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 and from time to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 2.07 or any Notes issuable following a redemption or repurchase by the Issuers Company pursuant to the terms of this Indenture in an aggregate principal amount specified in such Authentication Order for such Notes issued hereunder. (de) 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, the Issuers or an Affiliate of the Issuers.

Execution and Authentication. (a) An Officer shall execute sign the Notes on behalf of each Issuer Securities for the Company by 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. (b) . 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 by the manual signature of an authorized signatory officer of the Trustee. The signature shall be conclusive evidence that the Note Security has been duly authenticated and delivered under this Indenture. (c) On the Issue Date, the . The Trustee shall, upon receipt of a written order of the Issuers Company signed by an Officer (an “"AUTHENTICATION ORDER"), together with an Officers' Certificate and an Opinion of Counsel, authenticate Securities for original issue in the aggregate principal amount and pursuant to such procedures acceptable to the Trustee as are stated in the Authentication Order”), authenticate and deliver the Initial Notes. In additionaddition to the matters required by Section 11.05, at any time such Officers' Certificate and from time to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 or any Notes issuable following a redemption or repurchase by shall cover such other matters as the Issuers pursuant to the terms of this Indenture in an aggregate principal amount specified in such Authentication Order for such Notes issued hereunder. (d) Trustee shall 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, the Issuers 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) An Officer The Notes shall execute the Notes be executed on behalf of each Issuer 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 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. (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 by the manual signature of an 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. (c) 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 a written order of the Issuers signed by an Officer two Officers of each Issuer (an “Authentication Order”"AUTHENTICATION ORDER"), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 or any Notes issuable following a redemption or repurchase by the Issuers pursuant to the terms of this Indenture for original issue in an aggregate principal amount specified in such Authentication Order. The Authentication Order for such shall specify the amount of Notes issued hereunder. (d) to be authenticated and the date on which the Notes are to be authenticated. 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, the Issuers Holders or an Affiliate of the Issuers.

Execution and Authentication. (a) An Officer shall execute sign the Notes on behalf of each Issuer for the Company by manual manual, facsimile or facsimile electronic 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 $500,000,000 (bthe “Initial Notes”) upon receipt by the Trustee of a written order of the Company in the form of an 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 Trustee of a written order of the Company 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 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 by the manual signature of 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. (c) On the Issue Date, the Trustee shall, upon receipt of a written order of the Issuers signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 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 Notes issued hereunder. (d) 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, the Issuers or an Affiliate Company and Affiliates of the IssuersCompany.

Execution and Authentication. (a) An Officer shall execute With respect to each Issuer, the Notes on behalf shall be signed by manual or facsimile signature by either (a) two Officers, both of each 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 its Secretary or one of its Assistant Secretaries for the respective Issuer, 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 validvalid 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 the form of Exhibit A attached hereto by the manual signature of an authorized signatory of the TrusteeTrustee manually authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and delivered issued under this Indenture. (c) On At any time and from time to time after the Issue Dateexecution and delivery of this Indenture, the Trustee shall, shall authenticate and make available for delivery Notes upon receipt of a written order of the Issuers signed by an Officer of each of the Issuers (an the “Authentication Issuer Order”), authenticate and deliver . An Issuer Order shall specify the Initial Notes. In addition, at any time and from time to time, amount of the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant authenticated and the date on which the original issue of Notes is to Section 2.07, any temporary Notes pursuant to Section 2.10 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 Notes issued hereunderbe 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 HoldersArticle IV, the Issuers or an Affiliate 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. (a) An One Officer of the Company shall execute sign the Notes Securities on behalf of each Issuer the Company by manual or facsimile signature. The Company’s seal may be (but shall not be required to be) impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer of the Company whose signature is on this Indenture or a Note Security no longer holds that office at the time a Note is authenticatedthe Trustee authenticates such Security or at any time thereafter, the Note Security shall nevertheless be valid. (b) valid nevertheless. 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 by the manual signature of an authorized signatory of the Trustee. The Trustee or an authenticating agent, as the case may be, which signature shall be conclusive evidence that the Note Security has been duly authenticated and delivered under this Indenture. . The Trustee shall authenticate and deliver: (c1) On Initial Securities for original issue in an aggregate principal amount of $700,000,000, (2) if and when issued, Additional Securities (which may be issued in either a registered or a private offering under the Issue DateSecurities Act) and (3) Exchange Securities for issue only in an exchange offer pursuant to a Registration Rights Agreement, the Trustee shalland only in exchange for Initial Securities or Additional Securities of an equal principal amount, in each case upon receipt of a written order of the Issuers Company signed by an one Officer (an of the Company. Such order shall specify the amount of the Securities to be authenticated and the date on which the issue of Securities is to be authenticated and whether the Securities are to be in global or definitive form and whether they are to bear the Private Placement Legend. The Company may issue Additional Securities under this Indenture subsequent to the Issue Date, provided that no Additional Securities may be issued at a price that would cause such Additional Securities to have “Authentication Order”), authenticate and deliver original issue discount” within the Initial Notesmeaning of Section 1273 of the Code. In additionauthenticating such Securities, the Trustee shall be entitled to receive, and shall be entitled to conclusively rely upon, an Opinion of Counsel substantially to the effect that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The aggregate principal amount of Securities outstanding at any time and from time to time, may not exceed the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 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 of Securities authorized for issuance by the Company pursuant to such written orders of the Company, except as provided in such Authentication Order for such Notes Section 2.07. Subject to the foregoing, the aggregate principal amount of Securities that may be issued hereunder. (d) under this Indenture shall not be limited. The Trustee may appoint an one or more authenticating agent agents acceptable to the Issuers Company to authenticate NotesSecurities. An The Trustee hereby initially appoints the Securities Administrator as an authenticating agent, and both the Securities Administrator and the Company hereby accept such appointment. Unless limited by the terms of such appointment, 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 Holdersthe Company, the Issuers Guarantor or an Affiliate any of the Issuerstheir respective Affiliates.

Execution and Authentication. (a) An Officer The Notes shall execute be signed for the Notes on behalf of each Issuer Company by manual or facsimile signaturesignature by the Chairman of the Board, the President, the Chief Executive Officer or the Chief Financial Officer of the Company. 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. (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 by the manual signature of an authorized signatory of the TrusteeTrustee manually authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly 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 (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at At any time and from time to timetime after the execution and delivery of this Indenture, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, shall authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement make available for delivery Notes 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 issued pursuant authenticated and the date on which the original issue of Notes is to Section 2.07, any temporary Notes pursuant to Section 2.10 or any Notes issuable following a redemption or repurchase by the Issuers pursuant to the terms of this Indenture in an be authenticated. The aggregate principal amount specified in such Authentication Order for such of Notes issued hereunderthat may be authenticated and delivered under this Indenture is 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 HoldersArticle IV, the Issuers or an Affiliate 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. (a) An Officer Upon the execution and delivery of this Agreement, or from time to time thereafter, Bonds in an aggregate principal amount not in excess of the aggregate principal amount specified in the Bonds of such Series in accordance with the Authorization thereof may be executed by Peru and delivered to the Fiscal Agent for authentication. The Fiscal Agent shall execute manually authenticate and deliver the Notes on behalf Bonds to, or upon the written order of, Peru, without any further action by Peru. Any Bond that is required to be authenticated by the Fiscal Agent pursuant to this Section 3.2 may be authenticated by a duly appointed signatory of each Issuer by manual or facsimile signaturethe Fiscal Agent. If an Officer whose signature is on a Note no longer holds that office The Fiscal Agent shall at all times act as the time a Note is authenticated, sole authenticating agent for the Note shall nevertheless be valid. (b) A Note shall not authentication of the Bonds. 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 authentication executed by the Fiscal Agent by manual signature of an authorized signatory 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. (cb) On The Bonds must be executed on behalf of Peru by an Authorized Official. 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 a written order of determining the Issuers signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 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 Notes issued hereunderAuthorized Officials. (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, the Issuers or an Affiliate of the Issuers.

Execution and Authentication. (a) An Officer shall execute Two Officers must sign the Notes on behalf Securities of each any series for the Issuer by 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. (b) . 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 by the manual signature of an authorized signatory of the Trustee. The signature shall will be conclusive evidence that the Note Security has been duly authenticated and delivered under this Indenture. (c) On the Issue Date, the . The Trustee shallwill, upon receipt at any time or from time to time of a written order of the Issuers Issuer signed by an Officer two Officers (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at Securities of any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 or any Notes issuable following a redemption or repurchase by the Issuers pursuant series for original issue up to the terms of this Indenture in an aggregate principal amount specified set forth in such Authentication Order for such Notes issued hereunder. (d) Order. 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, the Issuers 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. (a) An Officer shall execute sign the Notes on behalf of each Issuer Securities for the Company by 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. (b) . 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 by the manual signature of an authorized signatory officer of the Trustee. The signature shall be conclusive evidence that the Note Security has been duly authenticated and delivered under this Indenture. (c) On the Issue Date, the . The Trustee shall, upon receipt of a written order of the Issuers Company signed by an Officer (an “Authentication Order”), together with an Officer’s Certificate and an Opinion of Counsel, authenticate Securities for original issue in the aggregate principal amount and deliver pursuant to such procedures acceptable to the Initial NotesTrustee as are stated in the Authentication Order. In additionaddition to the matters required by Section 12.05, at any time such Officer’s Certificate and from time to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 or any Notes issuable following a redemption or repurchase by shall cover such other matters as the Issuers pursuant to the terms of this Indenture in an aggregate principal amount specified in such Authentication Order for such Notes issued hereunder. (d) Trustee shall 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, the Issuers 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) An At least one Officer shall execute the Notes on behalf of each the Issuer by manual manual, 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 by the manual 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 Issuer signed by an 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 and from time to time, the Trustee shall, upon receipt of an Authentication 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 Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 2.07 or any Notes issuable following a redemption or repurchase by the Issuers Issuer pursuant to the terms of this Indenture in an aggregate principal amount specified in such Authentication Order for such Notes issued hereunder. (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, the Issuers Holders or an Affiliate of the IssuersIssuer.

Execution and Authentication. (a) An At least one Officer shall execute the Notes on behalf of each Issuer the Company 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 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 by the manual 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 Company signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 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. (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, the Issuers 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. (a) An At least one Officer shall execute the Notes on behalf of each Issuer the Company 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 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 by the manual 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 Company signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any PIK Notes (or shall increase the principal amount of any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 or any Notes issuable following a redemption or repurchase by the Issuers pursuant to the terms of this Indenture Note) in an aggregate principal amount specified in such Authentication Order for such PIK Notes issued hereunderhereunder (or for such increase in principal amount of any 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, the Issuers 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. (a) An Officer shall execute Two Officers must sign the Notes on behalf Securities of each any series for the Issuer by 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. (b) . 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 by the manual signature of an authorized signatory of the Trustee. The signature shall will be conclusive evidence that the Note Security has been duly authenticated and delivered under this Indenture. (c) On the Issue Date, the . The Trustee shallwill, upon receipt at any time or from time to time of a written order of the Issuers Issuer signed by an Officer two Officers (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at Securities of any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 or any Notes issuable following a redemption or repurchase by the Issuers pursuant series for original issue up to the terms of this Indenture in an aggregate principal amount specified set forth in such Authentication Order for such Notes issued hereunder. (d) Order. 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, the Issuers 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. The Notes and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement thereon. Each Note shall be dated the date of issuance and shall show the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Guarantors endorsed thereon substantially in the form of Exhibit C hereto. The terms and provisions contained in the Notes annexed hereto as Exhibits A shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes shall be issued initially in the form of one or more Global Notes, substantially in the form set forth in Exhibit A, deposited with the Trustee, as custodian for the Depository, duly executed by the Company (aand having an executed Note Guarantee from each of the Guarantors endorsed thereon) An and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit B. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. One Officer shall execute the Notes on behalf of each Issuer for the Company, and the Note Guarantees for the Guarantors, by manual or facsimile signature. If an Officer whose signature is on a Note or a Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office or position at the time a Note is authenticatedthe Trustee authenticates the Note, 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 by the manual signature of an authorized signatory of the Trustee. The signature Trustee shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. (c) On the Issue Date, the Trustee shall, authenticate Notes due for original issue in an aggregate principal amount not to exceed $350,000,000 upon receipt of a written order of the Issuers signed by Company in the form of an Officer (an “Authentication Order”), authenticate Officers' Certificate of the Company. Each such written order shall specify the amount of Notes to be authenticated and deliver the Initial Notesdate on which the Notes are to be authenticated and such other information as the Trustee may reasonably request. In addition, The aggregate principal amount of Notes outstanding at any time and from time to timemay not exceed $350,000,000, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to except as provided in Section 2.07, any temporary Notes pursuant to Section 2.10 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 Notes issued hereunder. (d) 3.06. The Trustee may appoint an authenticating agent reasonably 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, the Issuers or an Affiliate Company and Affiliates of the IssuersCompany. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. (a) An Officer shall execute the Notes on behalf of each Issuer shall sign the Notes for the Issuers 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 or the Authenticating Agent (as the case may be) authenticates the Note, the Note shall nevertheless be valid. (b) valid 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 by the manual signature of an authorized signatory of the TrusteeTrustee or the Authenticating Agent (as the case may be) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated under this Indenture. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered under this Indenture. (c) On hereunder but never issued and sold by the Issue DateIssuers, 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 a written an authentication order of the Issuers 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 and from time to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 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 Notes issued hereunder. (d) 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. (a) An Officer The Notes shall execute the Notes be executed on behalf of the Issuers by two Officers of each Issuer by or an Officer and an Assistant Secretary of 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 valid. (b) valid 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 by authentication on the manual signature of an authorized signatory of the TrusteeNote. The Such signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. . The Trustee shall authenticate (ci) On 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 a written order of the Issuers signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 or any Notes issuable following a redemption or repurchase by the Issuers pursuant to the terms of this Indenture in PIK Interest for an aggregate principal amount specified in such Authentication Order Company Request for such Payment-in-Kind Notes issued hereunder. (d) . Each such Company Request shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Payment-in-Kind Notes and whether the Notes or Payment-in-Kind Notes, as applicable, are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably 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. (a) An At least one Officer of the Issuer shall execute sign the Notes on behalf of each for the Issuer 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. (b) . 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 by the manual signature of an authorized signatory of the Trustee. The signature of the Trustee shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. (c) 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 a written order of the Issuers signed by an Officer Issuer 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 and from time to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Issue Date Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 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 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 amount shall be communicated to the Trustee. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Issuer shall be responsible for making all calculations and determinations with respect to accrued interest payable, including with respect to any PIK 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 such Authentication Order for such Notes issued hereunder. (d) good faith and, absent manifest error, the Issuer’s calculations shall be final and binding on Holders. Upon written request, the Issuer shall promptly provide a schedule of its calculations to the Trustee. 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 Issuers 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. (a) An At least one Officer shall execute must sign the Notes on behalf of each Issuer for the Company 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 authenticated, the Note shall will nevertheless be valid. (b) . 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 by the manual signature of an authorized signatory of the Trustee. The signature shall will be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. (c) On the Issue Date, the . The Trustee shallwill, upon receipt of a written order of the Issuers Company signed by an 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. In addition, The aggregate principal amount of Notes outstanding at any time and from time may not exceed the aggregate principal amount of Notes authorized for issuance by the Company pursuant to timeone or more Authentication Orders, except as provided in Section 2.07 hereof. In authenticating the Notes, the Trustee shallshall receive, upon receipt of and subject to Section 7.01 hereof will be fully protected in relying upon, an Authentication Order, Opinion of Counsel stating that this Indenture and Officer’s Certificatesuch Notes and Note Guarantees, authenticate when authenticated and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 or any Notes issuable following a redemption or repurchase delivered by the Issuers pursuant Trustee and issued by the Company and the Guarantors in the manner and subject to the terms of this Indenture in an aggregate principal amount any conditions specified in such Authentication Order for such Notes issued hereunder. Opinion of Counsel, will constitute valid and binding obligations of the Company and the Guarantors enforceable in accordance with their terms (d) 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, and subject to customary 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, the Issuers Holders of Notes or an Affiliate of the IssuersCompany.

Execution and Authentication. (a) An At least one Officer shall execute the Notes on behalf of each Issuer the Company 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 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 provided for in Exhibit A attached hereto hereto, by the manual signature of an authorized signatory of the TrusteeTrustee or Authentication Agent. 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 (or Authentication Agent) shall, upon receipt of a written the Company’s order of the Issuers signed by an Officer (an “Authentication Order”)) signed by one Officer, authenticate and deliver the Initial Notes. In addition, subject to the terms of this Indenture, at any time and time, from time to time, the Trustee shall, (or Authentication Agent) shall upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, Order authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 or any Notes issuable following a redemption or repurchase by the Issuers pursuant to the terms of this Indenture in an aggregate principal amount to be determined at the time of issuance specified in such therein. Such Authentication Order for shall specify the amount of the Notes to be authenticated and, in the case of any issuance of Additional Notes pursuant to Section 2.01, shall certify that such Notes issued hereunder. (d) issuance is in compliance with Section 4.03 and Section 4.06. The Trustee may appoint an authenticating authentication agent acceptable to the Issuers Company to authenticate Notes. An authenticating 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 Agent to deal with Holders, the Issuers Holders or an Affiliate of the IssuersCompany.

Execution and Authentication. (a) An Officer The Notes shall execute the Notes be executed on behalf of each Issuer DIMAC Holdings, by manual or facsimile signature, 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. (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 by the manual signature of an authorized signatory of the Trustee. The signature of the Trustee shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. (c) 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 a written order of the Issuers signed by an Officer (an “Authentication Order”), shall authenticate and deliver the Initial NotesNotes for original issue up to $30,000,000 aggregate principal amount. In addition, the Trustee shall authenticate PIK Notes from time upon an Issuer Order. The aggregate principal amount of Notes outstanding at any time and from time to time, may not exceed $30,000,000 plus the Trustee shall, upon receipt aggregate principal amount of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement PIK Notes to be issued pursuant to Section 2.071 of the Notes, any temporary Notes pursuant to except as provided in Section 2.10 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 Notes issued hereunder. (d) 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, the Issuers 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) An Officer of the Issuer shall execute sign the Notes on behalf of each for the Issuer 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 or the Authenticating Agent (as the case may be) authenticates the Note, the Note shall nevertheless be valid. (b) valid 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 by the manual signature of an authorized signatory of the TrusteeTrustee or the Authenticating Agent (as the case may be) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly authenticated under this Indenture. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered under this Indenture. (c) On hereunder but never issued and sold by the Issue DateIssuer, 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 a written an authentication order of the Issuers signed by an Officer of the Issuer 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 and from time to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 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 Notes issued hereunder. (d) 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 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. (a) An Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall execute sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Senior Subordinated Notes on behalf of each Issuer for the Company by manual or facsimile signature. Each Guarantor shall execute the notation of guarantee 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 valid. (b) valid 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 by the manual signature of 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. (c) 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 of a written order of the Issuers signed by Company in the form of an Officer (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 time and from time to timemay not exceed $30,000,000, except as provided in Section 2.07. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall, upon receipt shall authenticate Senior Subordinated Notes in substitution of an Authentication Order, Opinion Senior Subordinated Notes originally issued to reflect any name change of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 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 Notes issued hereunder. (d) Company. 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, the Issuers or an Affiliate 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. (a) An Officer Two Officers shall execute sign the Notes on behalf of each Issuer for the Company by 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. (bc) 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 by the manual 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. (cd) On the Issue Date, the The Trustee shall, upon receipt of a written order of the Issuers Company signed by an Officer (an “"Authentication Order”"), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 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 Notes issued hereunderoriginal issue. (de) 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, the Issuers 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) An Officer The Notes shall execute the Notes be executed on behalf of each Issuer 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 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. (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 by the manual signature of an 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. (c) 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 a written order of the Issuers signed by an Officer two Officers of each Issuer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 or any Notes issuable following a redemption or repurchase by the Issuers pursuant to the terms of this Indenture for original issue in an aggregate principal amount specified in such Authentication Order. The Authentication Order for such shall specify the amount of Notes issued hereunder. (d) to be authenticated and the date on which the Notes are to be authenticated. 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, the Issuers Holders or an Affiliate of the Issuers.

Execution and Authentication. (a) An Two Officers, one of whom shall be the Chairman of the Board, the President, the Chief Executive Officer or the Chief Financial Officer of the Company, shall execute sign the Notes on behalf of each Issuer for the Company 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 validvalid 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 the form of Exhibit A attached hereto by the manual signature of an authorized signatory of the TrusteeTrustee manually authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and delivered issued under this Indenture. (c) On the Issue Date, the Trustee shall, upon receipt of a written order of the Issuers signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at At any time and from time to timetime after the execution and delivery of this Indenture, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, shall authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement 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 issued pursuant authenticated and the date on which the original issue of Notes is to Section 2.07, any temporary Notes pursuant to Section 2.10 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 Notes issued hereunderbe 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 HoldersArticle IV, the Issuers or an Affiliate 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. (a) An At least one Officer of the Issuer shall execute the Notes on behalf of each the Issuer by 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 valid. (b) valid 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 by the manual signature of 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. (c) 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 written order of request by the Issuers Issuer signed by an Officer of the Issuer directing the Trustee to authenticate the Notes (an “Authentication Order”), . The Trustee shall have the right to decline to authenticate and deliver the Initial Notes. In addition, at any time and from time to time, Notes under this Section if the Trustee shalldetermines that such action may not lawfully be taken or 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 the Trustee. The Trustee shall authenticate Additional Notes upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 or any Notes issuable following a redemption or repurchase by the Issuers pursuant to the terms of this Indenture in an Order relating thereto. The aggregate principal amount specified 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 more Authentication Orders, except as provided in such Authentication Order for such Notes issued hereunder. (d) 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 Issuers Issuer or an Affiliate with any of the IssuersIssuer’s Affiliates.

Execution and Authentication. (a) An At least one Officer shall execute the Notes on behalf of each the Issuer 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 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 by the manual 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 Amendment and Restatement Date, the Trustee shall, upon receipt of a written order of the Issuers signed by an Officer Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and time, from time to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 or any Notes issuable following a redemption or repurchase by the Issuers pursuant to the terms of this Indenture in for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) . The Trustee may appoint an authenticating agent reasonably 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, the Issuers Holders or an Affiliate of the IssuersIssuer. The Trustee shall have the right to decline to authenticate and deliver any Notes if (a) the Trustee, being advised by counsel, determines, in its reasonable discretion, that such action may not be taken lawfully, or (b) the Trustee in good faith by its Board of trustees, executive committee or a trust committee of directors and/or Responsible Officers shall determine, in its reasonable discretion, that such action would expose the Trustee to personal liability to Holders of any then outstanding Notes.

Execution and Authentication. (a) An Officer Two Officers shall execute the Notes on behalf of each Issuer the Company by either manual or facsimile signature. The Guarantors shall execute the Guarantees in the manner set forth in Article X. If an Officer a Person whose signature is on a Note as an Officer no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Note, the Note shall nevertheless be valid. (b) valid 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 by authentication on the manual signature of an authorized signatory of the TrusteeNote. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. (c) On . Each Note shall be dated the date of its authentication. The Trustee shall authenticate Initial Notes for original issue on the Issue Date, the Trustee shallDate in an aggregate principal amount not to exceed $200.0 million, upon receipt of an Officers’ Certificate. The Trustee shall authenticate PIK Notes from time to time as required pursuant to Section 4.1(b). The Trustee shall authenticate Additional Notes other than PIK Notes (so long as permitted by the terms of this Indenture) for original issue, upon a written order of the Issuers signed by Company in the form of an Officer Officers’ Certificate in an aggregate principal amount as specified in such order (an “Authentication Order”other than as provided in Section 2.7). The Initial Notes and the PIK Notes issued from time to time in respect thereof or in respect of such PIK Notes shall be Series B Notes. Any other Additional Notes issued hereunder shall, authenticate upon original issue, be Series A Notes, and deliver the Initial any PIK Notes issued in respect thereof or in respect of such PIK Notes shall, upon original issue, be Series A Notes. In addition, at on or prior to the date of consummation of a Registered Exchange Offer with respect to any time and from time to timeSeries A Notes issued hereunder, the Trustee shall, or an authenticating agent shall authenticate Series B Notes to be issued at the time of consummation of such Registered Exchange Offer upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Officers’ Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 or any Notes issuable following a redemption or repurchase by the Issuers pursuant to the terms of this Indenture in an . The aggregate principal amount specified in such Authentication Order for such of Notes issued hereunder. (d) outstanding at any time is unlimited. 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 authenticating rights and duties as an Agent to deal the Trustee in any dealings hereunder with Holders, the Issuers Company or an with any Affiliate of the IssuersCompany. The Notes shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiple thereof, subject to the payment of PIK Interest, in which case the aggregate principal amount of the Notes may be increased by, or PIK Notes may be issued in, an aggregate principal amount equal to the amount of PIK Interest paid by the Company for the applicable period, rounded up the nearest whole dollar. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global notes in registered form, substantially in the form set forth in Exhibit A-1 (“Global Security”), deposited with the Trustee, as custodian for the Depository, and shall bear the legend set forth on Exhibit B. The aggregate principal amount of any Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued in the form of certificated notes in registered form set forth in Exhibit A-1 (“Offshore Physical Securities”). Each Additional Note is an additional obligation of the Company and the Guarantors and shall be governed by, and entitled to the benefits of, this Indenture and shall be subject to the terms of this Indenture (including the Guarantees), shall rank pari passu with and be subject to the same terms (including the rate of interest from time to time payable thereon) as all other Notes (except, as the case may be, with respect to the issuance date and aggregate principal amount), and shall have the benefit of any Liens securing Notes.

Execution and Authentication. (a) An Two Officers of the Company and one Officer of Euramax B.V. shall execute sign the Notes on behalf of each Issuer Securities for the Issuers by manual or facsimile signature. A signature by a duly appointed attorney-in-fact of an Officer shall be valid. If an Officer whose signature is on a Note Security no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Security, the Note Security shall nevertheless be valid. (b) valid nevertheless. 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 by the manual signature of an authorized signatory officer of the TrusteeTrustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Note Security has been duly authenticated and delivered under this Indenture. . The Trustee shall authenticate (ci) On Initial Securities for issue on the Issue DateDate in the aggregate principal amount of up to $200,000,000, the Trustee shall, and (ii) Unrestricted Global Securities from time to time in exchange for a like principal amount of Initial Securities issued under this Indenture upon receipt of a written order of the Issuers signed by an Officer of each Issuer (an “Authentication Order.”), authenticate and deliver the Initial Notes. In addition, at any time and from time A signature by a duly appointed attorney-in-fact of an Officer shall be valid. Subject to timecompliance with Section 4.04, the Trustee shall, may authenticate Securities thereafter for issuance upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 or any Notes issuable following a redemption or repurchase by the Issuers pursuant to the terms of this Indenture Order in an aggregate principal amount as specified in such Authentication Order (the “Additional Securities”). Any references to “Securities” in this Indenture (other than Section 4.04) shall include Additional Securities, if any. The Authentication Order shall be based upon a Board Resolution of each Issuer to similar effect filed with the Trustee and shall specify the amount of Securities to be authenticated and the date on which the original issue of Securities is to be authenticated. The Authentication Order shall also provide instructions concerning registration, amounts for such Notes each Holder and delivery. Securities issued hereunder. (d) in exchange for interests in a Global Security in accordance with Section 2.06 may be issued in the form of Definitive Securities substantially in the form set forth in Exhibit A or Exhibit B, as applicable. The Securities shall be issued serially numbered, in registered form without coupons and only in denominations of U.S. $1,000 principal amount or any integral multiple thereof. The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate NotesSecurities. An The Issuers shall pay all fees payable to the authenticating agent. Any authenticating agent appointed hereunder shall be entitled to the benefits of Section 7.07. Unless limited by the terms of such appointment, any 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, the Issuers or an Affiliate of the Issuersas provided in Section 7.03.

Execution and Authentication. (a) An At least one Officer shall execute the Notes on behalf of each Issuer the Company 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 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 by the manual 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 Company signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 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. (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, the Issuers Company or an Affiliate of the IssuersCompany. (e) The Trustee shall authenticate and make available for delivery upon a written Authentication 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 $300,000,000, (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 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 Unrestricted Global Notes.

Execution and Authentication. (a) An Officer The Notes shall execute the Notes be executed on behalf of each Issuer of the Issuers, by manual or facsimile signature, by its Manager, 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. (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 by the manual signature of an authorized signatory 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 an Issuers Order, authenticate for original issue Notes in any aggregate principal amount. Subject to Section 4.9, the aggregate principal amount of Notes that may be authenticated and delivered under this Indenture. (c) On Indenture is unlimited; provided, that additional Notes issued after the Issue Date, the Trustee shall, upon receipt of a written order Date may not be issued with original issue discount as determined under section 1271 et seq. of the Issuers signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial NotesCode. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 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 Notes issued hereunder. (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 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 either of the Issuers. The Issuers, the Trustee and any agent of either 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, regardless of whether such Note is overdue, and none of the Issuers, the Trustee or any agent of any of the Issuers or the Trustee shall be affected by notice to the contrary.

Execution and Authentication. (a) An One Officer shall execute the Notes on behalf of each Issuer of the Issuers shall sign the Securities for the Issuers by manual or facsimile signature. If an Officer whose signature is on a Note Security no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Security, the Note Security shall nevertheless be valid. (b) valid nevertheless. 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 by the manual signature of an authorized signatory of the TrusteeTrustee manually authenticates the Security. The signature of the Trustee on a Security shall be conclusive evidence that the Note such Security has been duly and validly authenticated and delivered issued under this Indenture. (c) On . A Security shall be dated the Issue Datedate of its authentication. At any time and from time to time after the execution and delivery of this Indenture, the Trustee shallshall authenticate and make available for delivery: (1) Initial Securities for original issue on the Issue Date in an aggregate principal amount of $165,250,000, (2) Additional Securities for original issue and (3) Exchange Securities for issue only in an Exchange Offer, and only in exchange for Additional Securities of an equal principal amount, in each case upon receipt of a written order of the Issuers signed by two Officers of each of the Issuers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of each of the Issuers (an the “Authentication Issuers’ Order”), authenticate and deliver . Such Issuers’ Order shall specify the Initial Notes. In addition, at any time and from time to time, amount of the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes Securities to be issued pursuant authenticated and the date on which the original issue of Securities is to Section 2.07, any temporary Notes pursuant be authenticated and whether the Securities are to Section 2.10 be Additional Securities 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 Notes issued hereunder. (d) Exchange Securities. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuers to authenticate Notesthe Securities. An authenticating agent Unless limited by the terms of such appointment, any such 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 agentthe Authenticating Agent. An authenticating agent has the same rights In case any Issuer, pursuant to Article IV, 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 any Issuer 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 Holdersthe Trustee pursuant to Article IV, the Issuers or an Affiliate any of the Securities 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 Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Issuers’ Order of the successor Person, shall authenticate and deliver Securities as specified in such order for the purpose of such exchange. If Securities shall at any time be 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 Securities, such successor Person, at the option of the Securityholders but without expense to them, shall provide for the exchange of all Securities at the time outstanding for Securities authenticated and delivered in such new name.

Execution and Authentication. (a) An At least one Officer of each Issuer shall execute the Notes on behalf of each such Issuer by manual manual, PDF, facsimile or facsimile other electronic 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 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. (c) . On the Issue Date, the Trustee shall, upon receipt of a written order of the Issuers signed by an Officer Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and time, from time to time, the Trustee shall, shall upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, Order authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 or any Notes issuable following a redemption or repurchase by the Issuers pursuant to the terms of this Indenture in for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. (d) . 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, the Issuers Holders or an Affiliate of the Issuers.

Execution and Authentication. (a) An Authorized Officer shall execute sign the Notes on behalf of each Issuer for NFLP by 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. (b) A At any time and from time to time after the execution and delivery of this Indenture, NFLP may deliver Notes of any particular Series executed by NFLP 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 hereto provided for herein, duly executed by the Trustee by the manual signature of an authorized signatory 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. (c) On the Issue Date, the Trustee shall, upon receipt of a written order of the Issuers signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 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 Notes issued hereunder. (d) The Trustee may appoint an authenticating agent acceptable to the Issuers NFLP 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, the Issuers NFLP or an Affiliate of NFLP. 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. THE BANK OF NEW YORK, 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 NFLP, and NFLP 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 NFLP, 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. (a) An Officer shall execute must sign the Notes on behalf of each Issuer for the Company 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 authenticated, the Note shall will nevertheless be valid. (b) . 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 by the manual signature of an authorized signatory of the Trustee. The signature shall will be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. (c) On the Issue Date, the . The Trustee shallwill, upon receipt of a written order of the Issuers Company signed by an Officer (an “"Authentication Order”"), authenticate and deliver Notes for original issue up to $400,000,000 of the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 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 Notes issued hereunder. (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, the Issuers Holders or an Affiliate of the Issuers.Company. At any time and from time to time after the execution and delivery of this Indenture (including without limitation under Sections 2.06(f) and 2.13 hereof), the Company may deliver Notes executed by the Company to the Trustee for authentication. Except as otherwise provided herein, the Trustee shall thereupon authenticate and make available for delivery said Notes to or upon receipt of an Authentication Order. In authenticating such Notes, and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall be entitled to receive and shall be fully protected in relying upon: (a) A copy of the resolution or resolutions of the Board of Directors in or pursuant to which the terms and form of the Notes were established, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect as of the date of such certificate, and if the terms and form of such Notes are established by an Officers' Certificate pursuant to general authorization of the Board of Directors, such Officers' Certificate; (b) an executed supplemental indenture, if any; (c) an Officers' Certificate delivered in accordance with Section 13.04(1) hereof; and (d) an Opinion of Counsel which shall state: (1) that the form of such Notes has been established by a supplemental indenture or by or pursuant to a resolution of the Board of Directors in conformity with the provisions of this Indenture; (2) that the terms of such Notes have been established in accordance with the provisions of this Indenture; (3) that such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors' rights and to general equity principles; and (4) that all laws and requirements in respect of the execution and delivery by the Company of such Notes have been complied with. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section 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. (ag) An Officer shall execute each Note for the Notes on behalf of each Issuer by manual manual, PDF or facsimile other electronically transmitted signature. . (h) 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. (bi) A Note shall not be valid or entitled to any benefit under this Indenture or be valid or obligatory for any purpose until such Note is authenticated pursuant to an authentication in substantially in the form of Exhibit A attached hereto by the manual or electronic signature of an authorized signatory a Responsible Officer of the Trustee. The Such signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. (c) On the Issue Date, the . The Trustee shall, upon receipt of a written order of the Issuers signed Issuer executed by an Officer of the Issuer (an “Authentication Order”), (a) authenticate and deliver the Initial Notes. In additionNotes on the Effective Date and, at any time and from time to time, in the Trustee shall, upon receipt event of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notesa Cash/PIK Election in accordance with Section 4.1, any Definitive NotesPIK Notes on the date of issuance thereof and (b) in the event of any such Cash/PIK Election, any Additional Notesunless the Issuer issues a PIK Note in the amount of the applicable PIK Amounts, any replacement increase the Principal Amount of the applicable Global Notes by such PIK Amounts. Each such written order of the Issuer shall specify the Notes to be issued pursuant authenticated, the date on which the original issue of Notes is to Section 2.07be authenticated and, if such authentication relates to any temporary Notes pursuant to Section 2.10 PIK Amounts, whether such authentication shall be made in respect of a PIK Note or an increase in the Principal Amount of any Notes issuable following a redemption or repurchase Global Note by the Issuers pursuant to the terms of this Indenture in an aggregate principal amount specified in any such Authentication Order for such Notes issued hereunderPIK Amounts. (dj) The Trustee At the Trustee’s election, it may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate Notes. An Unless limited by the terms of such appointment, any such authenticating agent may authenticate Notes whenever to the same extent that the Trustee may do soso in accordance with this Section 2.2. Each reference in this Indenture to an authentication by the Trustee includes shall be deemed to also refer to an authentication by any such authenticating agent. An , and any such authenticating agent has shall have the same rights as an Agent to deal with Holders, Holders or the Issuers Issuer or an Affiliate of the IssuersIssuer.

Execution and Authentication. (a) An At least one Officer shall execute the Notes on behalf of each Issuer the Company 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 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 by the manual 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 Company signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of (i) an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary or PIK Notes pursuant to Section 2.10 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 or PIK Notes issued hereunderhereunder or (ii) a written order of the Company, increase the aggregate principal amount of an outstanding Global Note as a result of a PIK Payment in the amount set forth in such order. (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, the Issuers 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 $250,000,000, (b) subject to the terms of this Indenture, Additional Notes or PIK Notes for original issue in a principal amount such that the aggregate principal amount of Notes outstanding after giving effect to such authentication and delivery does not exceed $500,000,000, unless the Initial Purchaser otherwise consents, 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, PIK Notes or other Unrestricted Global Notes. Notwithstanding anything to the contrary herein, 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. (a) An At least one Officer shall execute the Notes on behalf of each Issuer the Company 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 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 hereto, as the case may be, by the manual 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 Closing Date, the Trustee shall, upon receipt of a written order of the Issuers signed by an Officer Company Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and time, from time to time, the Trustee shall, shall upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, Order authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary and Exchange Notes pursuant to Section 2.10 or any Notes issuable following a redemption or repurchase by the Issuers pursuant to the terms of this Indenture in for an aggregate principal amount specified in such Authentication Order for such Additional Notes or Exchange Notes issued hereunder. . Such Authentication Order shall specify the amount of the Notes to be authenticated and, in case of any issuance of Additional Notes pursuant to hereof, shall certify that such issuance is in compliance with hereof. The Trustee shall have the right to decline to authenticate and deliver any Additional Notes under this Section if the Trustee determines that such action may not lawfully be taken by the Company or if the Trustee in good faith by its board of directors or board of trustee, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing Holders. In authenticating the Notes of any series and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall receive, and (dsubject to ) shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel, each prepared in accordance with stating that the conditions precedent, if any, provided for in the Indenture have been complied with, and an Opinion of Counsel substantially to the effect that the Notes have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and that this Indenture and such Notes would be valid and binding obligations of the Company and any other obligors, enforceable against the Company and such obligors in accordance with their respective terms, subject to customary exceptions, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. 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, the Issuers Holders or an Affiliate of the IssuersCompany.

Execution and Authentication. The Trustee shall authenticate and in the case of a Global Security registered in the name of DTC or its nominee, hold such Global Security as custodian for DTC, and in the case of a Global Security registered in the name of a common depositary, deliver to such common depositary upon a written order of the Issuers signed by one Officer or authorized signatory of each Issuer (an “Authentication Order”) (a) An Senior Secured Notes for original issue on the date hereof in an aggregate principal amount of $3,250,000,000, (b) pursuant to a Senior Secured Notes Registered Exchange Offer, Senior Secured Exchange Securities from time to time for issue only in a Senior Secured Notes Registered Exchange Offer and (c) subject to the terms of this Senior Secured Notes Indenture, Additional Senior Secured Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of the Senior Secured Notes to be authenticated and the date on which the original issue of Senior Secured Notes is to be authenticated. Notwithstanding anything to the contrary in this Senior Secured Notes Indenture or Appendix A, any issuance of Additional Senior Secured 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 execute the Notes on behalf or authorized signatory of each Issuer shall sign the Senior Secured Notes for the Issuers by manual or facsimile signature. If an Officer or authorized signatory whose signature is on a Senior Secured Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Senior Secured Note, the Senior Secured Note shall nevertheless be valid. (b) valid nevertheless. Prior to authentication of the Senior Secured Notes, the Trustee shall be entitled to receive the Officer’s Certificate and Opinion of Counsel required pursuant to Sections 13.03 and 13.04. A Senior 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 by the manual signature of an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Senior Secured Note. The signature shall be conclusive evidence that the Senior Secured Note has been duly authenticated and delivered under this Senior Secured Notes Indenture. (c) On the Issue Date, the Trustee shall, upon receipt of a written order of the Issuers signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 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 Notes issued hereunder. (d) The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuers to authenticate Notesthe Senior Secured Note. 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 Senior Secured Notes whenever the Trustee may do so. Each reference in this Senior Secured Notes 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, the Issuers or an Affiliate agent for service of the Issuersnotices and demands.

Execution and Authentication. (a) An At least one Officer of the Company shall execute sign the Notes on behalf of each Issuer for the Company 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 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 by the manual signature of an authorized signatory of the Trustee. The Such signature shall be conclusive evidence that the Note has been duly authenticated under the Indenture. The aggregate principal amount of Notes which may be authenticated and delivered under the Indenture is unlimited. The Company may, subject to Section 1109 and applicable law, issue Additional Notes under the Indenture. The Initial Notes and any Additional Notes subsequently issued shall be treated as a single class for all purposes under the Indenture. At any time and from time to time after the execution of this Supplemental Indenture. (c) On the Issue Date, the Trustee shall, upon receipt of a written order of the Issuers Company signed by an Officer of the Company (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 or any Notes issuable following a redemption or repurchase by the Issuers pursuant to the terms of this Indenture for original issue in an aggregate principal amount specified in such Authentication Order. The Authentication Order for such shall specify the amount of Notes issued hereunder. (d) to be authenticated and the date on which the Notes are to be authenticated. 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 the 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, the Issuers Holders or an Affiliate of the IssuersCompany. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of the Trustee by an authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution and Authentication. (a) An One Officer of the Company shall execute sign the Notes on behalf of each Issuer for the Company 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 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 by the manual signature of an 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 which may be authenticated and delivered under this Indenture is unlimited. The Company may, subject to Article Four of this Indenture and applicable law, issue Additional Notes under this Indenture. (c) On . The Initial Notes, and any Additional Notes subsequently issued shall be treated as a single class of Notes for all purposes under this Indenture; provided that Additional Notes that are not fungible with the Issue DateInitial Notes for U.S. Federal income tax purposes may trade under a separate CUSIP and may be treated as a separate class for purposes of transfers and exchanges. At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall, upon receipt of a written order of the Issuers Company signed by an Officer of the Company (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 or any Notes issuable following a redemption or repurchase by the Issuers pursuant to the terms of this Indenture for original issue in an aggregate principal amount specified in such Authentication Order. The Authentication Order for such shall specify the amount of Notes issued hereunder. (d) to be authenticated and the date on which the Notes are to be authenticated. 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, the Issuers Holders or an Affiliate of the IssuersCompany. The Company shall execute and the Trustee shall, in accordance with this Indenture, authenticate and deliver the Global Notes that (i) shall be registered in the name of the Depositary or the nominee of the Depositary and (ii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instructions or held by the Trustee as Custodian. Participants shall have no rights either under this Indenture with respect to any Global Note held on their behalf by the Depositary or by the Custodian or under such Global Note, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any Agent or other agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Participants, the operation of customary practices of such Depositary governing the exercise of the rights of an owner of a beneficial interest in any Global Note.

Execution and Authentication. (a) An At least one Officer shall execute the Notes on behalf of each Issuer the Partnership by manual manual, facsimile or facsimile electronic 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 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 Issuers Partnership signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 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. (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, the Issuers 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 $700,000,000 of 2025 Notes and in an aggregate principal amount of $900,000,000 of 2027 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. (a) An Officer A member of the Board of Directors of the Issuer shall execute sign the Notes on behalf of each for the Issuer by 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 validvalid 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 the form of Exhibit A attached hereto by the manual signature of an authorized signatory of the TrusteeTrustee manually or electronically authenticates the Note. The signature of the 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. (c) On the Issue Date, the Trustee shall, upon receipt of a written order of the Issuers signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at At any time and from time to timetime after the execution and delivery of this Indenture, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, shall authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement make available for delivery Notes upon a written order of the Issuer signed by an Officer of the Issuer or the Guarantors (an “Issuer Order”). An Issuer Order shall specify the amount of the Notes to be issued pursuant authenticated and the date on which such issue of Notes is to Section 2.07, any temporary Notes pursuant to Section 2.10 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 Notes issued hereunder.be 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 HoldersArticle IV, the Issuers or an Affiliate 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. (a) An One Officer of each Issuer shall execute the Notes on behalf of each Issuer the Issuers 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 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 by the manual 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 Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and time, from time to time, the Trustee shall, shall upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, Order authenticate and deliver any Global Notes, any Definitive Notes, (a) any Additional Notes (including any PIK Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 or any Notes issuable following a redemption or repurchase by the Issuers pursuant to the terms of this Indenture in ) for an aggregate principal amount specified in such Authentication Order for such Additional Notes (including any PIK Notes) issued hereunder. hereunder and (db) record increases in the principal amount of the Notes to reflect a PIK Payment or authenticate PIK Notes to reflect a PIK Payment, each upon receipt of an Issuer Order. 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, the Issuers Holders or an Affiliate of the Issuers.

Execution and Authentication. (a) An At least one Officer shall execute the Notes on behalf of each Issuer the Company by manual 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 or Exhibit B, as applicable, attached hereto by the manual 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 Company signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at At any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 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. (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, the Issuers Company or an Affiliate of the IssuersCompany. (e) The Trustee shall authenticate and make available for delivery upon a written Authentication 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 $400,000,000, (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 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 Unrestricted Global Notes.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer (a) An Original Notes for original issue on the date hereof in an aggregate principal amount of $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 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 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 $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall execute sign the Notes on behalf of each Issuer for the Issuers 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. (b) valid 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 by the manual signature of 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. (c) On the Issue Date, the Trustee shall, upon receipt of a written order of the Issuers signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 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 Notes issued hereunder. (d) 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. The Trustee is hereby authorized to deal enter into a letter of representations with Holders, the Depository in the form provided by the Issuers or an Affiliate of the Issuersand to act in accordance with such letter.

Execution and Authentication. (a) An Officer One or more Officers shall execute sign the Notes on behalf of each Issuer for the Company 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 validvalid 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 the form of Exhibit A attached hereto by the manual signature of an authorized signatory of the TrusteeTrustee manually authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and delivered issued under this Indenture. (c) On the Issue Date, the Trustee shall, upon receipt of a written order of the Issuers signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at At any time and from time to timetime after the execution and delivery of this Indenture, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, shall authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement make available for delivery Notes upon a written order of the Company signed by an Officer of the Company (the “Company Order”). A Company Order shall specify the amount of the Notes to be issued pursuant authenticated and the date on which the original issue of Notes is to Section 2.07, any temporary Notes pursuant to Section 2.10 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 Notes issued hereunderbe 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 HoldersArticle IV, the Issuers or an Affiliate 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. (a) An authorized Officer of the Company shall execute sign the Notes on behalf of each Issuer for the Company by 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 valid. (b) valid 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 by the manual signature of an authorized signatory of the TrusteeTrustee or the Authenticating Agent, as applicable, 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. (c) On the Issue Date. Pursuant to a Company Order, the Trustee shall, upon receipt of a written order of the Issuers signed by an Officer (an “Authentication Order”), authenticate Company shall execute and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, shall authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement (a) Original Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 or any Notes issuable following a redemption or repurchase by the Issuers pursuant to the terms of this Indenture for original issue in an aggregate principal amount specified of $400,000,000, in the case of the Original Dollar Notes, and €400,000,000, in the case of the Original Euro Notes, and (b) Additional Notes subject to compliance at the time of issuance of such Authentication Order for such Additional Notes issued hereunder. (d) with the provisions of this Indenture. The aggregate principal amount of Notes outstanding shall not exceed the amount of Notes so executed and authenticated except as provided in Section 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 Issuers 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. (a) An Officer shall execute must sign the Senior Secured Notes on behalf of each for the Issuer by manual or facsimile signature. If an the Officer whose signature is on a Senior Secured Note no longer holds that office at the time a Senior Secured Note is authenticated, the Senior Secured Note shall will nevertheless be valid. (b) . A Senior Secured 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 by the manual or facsimile signature of the Trustee (or an authorized signatory of the TrusteeAuthentication Agent). The signature shall will be conclusive evidence that the Senior Secured Note has been duly authenticated and delivered under this Indenture. (c) . On the Issue Date, the Trustee Trustee, or an Authentication Agent (as defined below), shall, upon receipt of a written order of the Issuers Issuer signed by an Officer (an “Authentication Order”), authenticate and deliver make available for delivery the Initial Notes. In addition, Upon delivery of any Authentication Order at any time and from time to timetime thereafter, the Trustee shallshall authenticate Additional Senior Secured Notes for original issue, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any or Definitive Notes, any Additional Notes, any replacement Registered Notes to be issued pursuant to Section 2.072.06 hereof, any temporary Notes pursuant to Section 2.10 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. Such Authentication Order for shall specify the amount of the Senior Secured Notes to be authenticated and the date on which Senior Secured Notes are to be authenticated. In addition, such Notes issued hereunder. Authentication Order shall include (da) a statement that the Person signing the Authentication Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Authentication Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Authentication Order are based. The Trustee may appoint an authenticating authentication agent acceptable to the Issuers Issuer to authenticate the Senior Secured Notes. An authenticating Unless limited by the terms of such appointment, an authentication agent may authenticate the Senior Secured Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating Such authentication agent has shall have the same rights as an Agent to deal the Trustee in any dealings hereunder with Holders, the Issuers Issuer or an Affiliate with any of the IssuersIssuer’s Affiliates. The Trustee hereby appoints Elavon Financial Services DAC, UK Branch, as authentication agent (the “Authentication Agent”). Elavon Financial Services DAC, UK Branch, hereby accepts such appointment and the Issuer hereby confirms that such appointment is acceptable to it.

Execution and Authentication. (a) An At least one Officer shall execute of the Issuer must sign the Notes on behalf of each for the Issuer 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 authenticatedauthenticated or at any time thereafter, the Note shall will nevertheless be valid. (b) . 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 by the manual signature of an authorized signatory of the TrusteeAuthenticating Agent. The signature shall will be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. (c) On . The Authenticating Agent shall authenticate the Notes on the Issue Date, the Trustee shall, Date in an aggregate principal amount of £300,000,000 upon receipt of a written an authentication order signed by at least one Officer of the Issuers signed by an Officer Issuer 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 and from time to time, the Trustee shall, Additional Notes upon receipt of an Authentication Order, Opinion Order relating thereto. Each Note shall be dated the date of Counsel and Officerits authentication. The Trustee may authenticate Notes as the Issuer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 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 Notes issued hereunder. (d) Authenticating 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 the Trustee in any dealings hereunder with any of the Issuer’s Affiliates. Notes authenticated by an Authenticating Agent shall be entitled to deal with Holdersthe 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 Issuers or an Affiliate laws of the Issuers.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. [NAME OF AUTHENTICATING AGENT], as Authenticating Agent By: Authorized Signatory”

Execution and Authentication. (a) An Officer shall execute must sign the Notes on behalf of each for the Issuer by manual manual, electronic 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. (b) . 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 by the manual manual, electronic or facsimile signature of the Trustee (or an authorized signatory of the TrusteeAuthentication Agent). The signature shall will be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. (c) . On the Issue Date, the Trustee Trustee, or relevant Authentication Agent shall, upon receipt of a written order of the Issuers Issuer signed by an Officer (an “Authentication Order”), authenticate and deliver make available for delivery the Initial Notes. In addition, Upon delivery of any Authentication Order at any time and from time to timetime thereafter, the Trustee shallshall authenticate Additional Notes for original issue, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any or Definitive Notes, any Additional Notes, any replacement Registered Notes to be issued pursuant to Section 2.072.06 hereof, any temporary Notes pursuant to Section 2.10 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. Such Authentication Order for shall specify the amount of the Notes to be authenticated and the date on which Notes are to be authenticated. In addition, such Notes issued hereunder. Authentication Order shall include (da) a statement that the Person signing the Authentication Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Authentication Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Authentication Order are based. The Trustee may appoint an authenticating authentication agent acceptable to the Issuers Issuer to authenticate the Notes. An authenticating Unless limited by the terms of such appointment, an authentication 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 agentagents. An authenticating Such authentication agent has shall have the same rights as an Agent to deal the Trustee in any dealings hereunder with Holders, the Issuers Issuer or an Affiliate with any of the IssuersIssuer’s Affiliates. The Trustee hereby appoints Global Loan Agency Services Limited, as authentication agent for the Notes (the “Authentication Agent”) and Global Loan Agency Services Limited hereby accepts such appointment and the Issuer hereby confirms that such appointment is acceptable to it.

Execution and Authentication. (a) An The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (i) Notes for original issue on the date hereof in an aggregate principal amount of $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 the Registration Rights Agreement for a like principal amount of Initial Notes and, if applicable, any Additional Notes. 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 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 duly authorized Officer shall execute sign the Notes on behalf of each for the Issuer by 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 validvalid nevertheless. (bd) 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 by the manual signature of 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. (c) On the Issue Date, the Trustee shall, upon receipt of a written order of the Issuers signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 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 Notes issued hereunder. (de) 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. (f) The Trustee is hereby authorized to deal enter into a letter of representations with Holders, the Issuers or an Affiliate of Depository in the Issuersform provided by the Issuer and to act in accordance with such letter.

Execution and Authentication. (a) An Officer Two Officers shall execute sign the Notes on behalf of for each Issuer 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 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 by the manual 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 Supplemental Indenture. (c) On . At any time and from time to time after the Issue Dateexecution and delivery of this Supplemental Indenture, the Issuers may deliver Notes executed by the Issuers to the Trustee shallfor authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount of $1,500,000,000 and (ii) Additional Notes from time to time for original issue in aggregate principal amount specified by the Issuers, in each case specified in clauses (i) and (ii) above, upon receipt of a written order of the Issuers signed by an Officer of each Issuer (an “Authentication Order”). Such Authentication Order shall specify the amount and series of Notes to be authenticated and the date on which the Notes are to be authenticated, authenticate whether such Notes are to be Initial Notes or Additional Notes and deliver whether the Initial NotesNotes are to be issued as one or more Global Notes and such other information as the Issuers may include or the Trustee may reasonably request. In addition, at any time The aggregate principal amount of Notes which may be authenticated and from time to timedelivered under this Supplemental Indenture is unlimited. On the Issue Date, the Trustee shall, upon receipt Issuers will issue Initial Notes in the form of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any one or more Global Notes, any Definitive as provided in Section 2.01(c). Any Additional Notes shall also be issued in the form of one or more Global Notes, any Additional Notes, any replacement Notes to be issued pursuant to as provided in Section 2.07, any temporary Notes pursuant to Section 2.10 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 Notes issued hereunder. (d) 2.01(c). 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 Supplemental 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, the Issuers Holders or an Affiliate of the Issuers.

Execution and Authentication. The Trustee shall authenticate and in the case of a Global Security registered in the name of DTC or its nominee, hold such Global Security as custodian for DTC, and in the case of a Global Security registered in the name of a common depositary, deliver to such common depositary upon a written order of the Issuers signed by one Officer or authorized signatory of each Issuer (an “Authentication Order”) (a) An Senior Notes for original issue on the date hereof in an aggregate principal amount of $650,000,000 and (b) subject to the terms of this Senior Notes Indenture, Additional Senior Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of the Senior Notes to be authenticated and the date on which the original issue of Senior Notes is to be authenticated. Notwithstanding anything to the contrary in this Senior Notes Indenture or Appendix A, any issuance of Additional Senior 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 execute the Notes on behalf or authorized signatory of each Issuer shall sign the Senior Notes for the Issuers by manual or facsimile signature. If an Officer or authorized signatory whose signature is on a Senior Note no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Senior Note, the Senior Note shall nevertheless be valid. (b) valid nevertheless. Prior to authentication of the Senior Notes, the Trustee shall be entitled to receive the Officer’s Certificate and Opinion of Counsel required pursuant to Sections 13.03 and 13.04. 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 by the manual signature of 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 Senior Notes Indenture. (c) On the Issue Date, the Trustee shall, upon receipt of a written order of the Issuers signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 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 Notes issued hereunder. (d) The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuers to authenticate Notesthe Senior Note. 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 Senior Notes whenever the Trustee may do so. Each reference in this Senior Notes 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, the Issuers or an Affiliate agent for service of the Issuersnotices and demands.

Execution and Authentication. (a) An At least one Officer shall execute the Second Lien Exchangeable Notes on behalf of each Issuer the Company by 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 by the manual 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 Issuers Company signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt (i) of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary or PIK Notes pursuant to Section 2.10 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 or PIK Notes issued hereunderhereunder or (ii) a written order of the Company, increase the aggregate principal amount of an outstanding Global Note as a result of a PIK Payment in the amount set forth in such 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, the Issuers 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. (a) An Officer authorized member of the Board of Directors or a duly authorized legal representative of the Issuer shall execute sign the Notes on behalf of each the Issuer by 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 valid. (b) valid 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 by the manual signature of 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. (c) On the Issue Date. Upon receipt of an Issuer Order, the Issuer shall execute and the Trustee shallshall authenticate (a) Original Notes, upon receipt on the date hereof, for original issue up to an aggregate principal amount of a written order of the Issuers signed by an Officer $300,000,000 and (an “Authentication Order”)b) Additional Notes, authenticate and deliver the Initial Notes. In addition, at any time and from time to time, subject to compliance at the Trustee shall, upon receipt time of an Authentication Order, Opinion issuance of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any such Additional Notes, any replacement Notes to be issued pursuant to with the provisions of Section 2.07, any temporary Notes pursuant to Section 2.10 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 Notes issued hereunder. (d) 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 Issuers 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. (a) An One Officer of the Issuer shall execute sign the Notes on behalf of each for the Issuer by manual or facsimile or other electronic 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 by the manual signature of an authorized signatory of the Trustee. The Such signature shall be conclusive evidence that the Note has been duly authenticated under the Indenture. The aggregate principal amount of Notes which may be 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 (an “Authentication Order”), authenticate and deliver the Initial NotesIndenture is unlimited. In addition, at At any time and from time to timetime after the execution of this Indenture, the Trustee shall, upon receipt of an Authentication Issuer Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 or any Notes issuable following a redemption or repurchase by the Issuers pursuant to the terms of this Indenture for original issue in an aggregate principal amount specified in such Authentication Issuer Order. The Issuer Order for such shall specify the amount of Notes issued hereunder. (d) to be authenticated and the date on which the Notes are to be authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers Issuer to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this the 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, the Issuers Holders or an Affiliate of either of the IssuersIssuer. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Exhibit A signed manually in the name of the Trustee by an authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered 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 2.15, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution and Authentication. (a) An Officer authorized member of the Issuer’s board of directors or an executive officer of the Issuer shall execute sign the Notes on behalf of each the Issuer by manual 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 authenticates the Note, the Note shall nevertheless be valid. (b) valid 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 by the manual signature of 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. (c) On the Issue Date. Upon receipt of an Issuer Order, the Issuer shall execute and the Trustee shall, upon receipt of a written order of the Issuers signed by an Officer shall authenticate (an “Authentication Order”), authenticate and deliver the a) Initial Notes. In addition, at any time on the date hereof, for original issue up to an aggregate principal amount of $1,500,000,000 and (b) Additional Notes, from time to time, subject to compliance at the Trustee shall, upon receipt time of an Authentication Order, Opinion issuance of Counsel such Additional Notes with the provisions of Section 4.06. Any issue of Additional Notes that is to utilize the same ISIN or CUSIP number as a Note already issued hereunder shall be effected in a manner and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any under circumstances whereby the Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary are fungible for U.S. federal income tax purposes with the Notes pursuant to Section 2.10 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 Notes issued hereunder. (d) previously issued. 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 Issuers 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.

Execution and Authentication. (a) An Officer Each Note shall execute be executed by the Notes manual or the facsimile signature on behalf of each the Issuer by any of the Authorized Officers of the Issuer. Notes bearing the manual or facsimile signature. If an Officer whose signature is of the individual who was, at the time when such signature was affixed, authorized to sign on a Note no longer holds behalf of the Issuer shall not be rendered invalid, notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Notes or does not hold such office at the time a Note is authenticated, the Note shall nevertheless be validdate of such Notes. (b) A From time to time after the execution and delivery of this Base Indenture, the Issuer may deliver 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 Notes, and the Indenture Trustee, in accordance with such Issuer Order and this Base Indenture, shall authenticate and deliver such Notes. (c) Unless otherwise provided in the related Series Supplement, 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 hereto provided for herein, duly executed by the Indenture Trustee by the manual signature of an authorized signatory a Trust Officer and the agent of a foreign exchange (the Trustee. The signature "Non-U.S. Exchange Agent"), if such Notes are listed on a non-U.S. stock exchange, and such certificate shall be conclusive evidence evidence, and the only evidence, that the Note has been duly authenticated and delivered under this Base Indenture. (c) On the Issue Date, the Trustee shall, upon receipt of a written order of the Issuers signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 or any Notes issuable following a redemption or repurchase by the Issuers pursuant to the terms of this The Indenture in an aggregate principal amount specified in such Authentication Order for such Notes issued hereunder. (d) 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 same rights as an Agent to deal with Holders, the Issuers 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 [ENTER SPECIFIC NAME OF NOTE] (i) of a series issued under the within mentioned Base Indenture and (ii) designated above and referred to in the within mentioned [ENTER NAME OF SERIES SUPPLEMENT.]. BANK ONE, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee, By: ----------------------------------------- Authorized Signatory Date: (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 13.3 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 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. (a) An At least one Officer shall execute the Notes on behalf of each the Issuer 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 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 by the manual 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 Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time in connection with the election to pay PIK Interest (upon the terms and from time to timeconditions set forth herein and in the Notes), the Issuer may deliver PIK Notes executed by the Issuer to the Trustee shallfor authentication, upon receipt of together with an Authentication OrderOrder for authentication and delivery of PIK Notes, Opinion specifying the principal amount of Counsel and Officer’s CertificateHolder of each Note, directing the Trustee to authenticate the PIK Notes and deliver the same to the persons in such order certifying the issuance of such Notes is permitted under this Indenture and the Trustee in accordance with such Authentication Order shall authenticate and deliver any Global such PIK Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 or any Notes issuable following a redemption or repurchase by the Issuers pursuant . Notwithstanding anything to the terms contrary in this Indenture, if a PIK Note Payment has been made, the Notes shall be in minimum denominations of this Indenture $1.00 and any integral multiple of $1.00 in an aggregate principal amount specified in such Authentication Order for such Notes issued hereunder. (d) excess thereof. 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, the Issuers Holders or an Affiliate of the IssuersIssuer.

Execution and Authentication. (a) An At least one Officer shall execute the Notes on behalf of each Issuer the Company 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 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 by the manual 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 Company signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 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. (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, the Issuers 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 $127,073,000.00, (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 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) An Officer shall execute the The Investor Notes shall, upon issue pursuant to Section 2.2, be executed on behalf of each the Issuer by manual 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) A 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. 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 hereto provided for herein, duly executed by the Indenture Trustee by the manual signature of an authorized signatory 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. (c) On the Issue Date, the Trustee shall, upon receipt of a written order of the Issuers signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 or any Notes issuable following a redemption or repurchase by the Issuers pursuant to the terms of this The Indenture in an aggregate principal amount specified in such Authentication Order for such Notes issued hereunder. (d) 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, the Issuers 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. (a) An One Officer shall execute sign the Notes on behalf of for each Issuer by manual manual, facsimile or facsimile electronic 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. (b) valid 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 by the manual signature of an authorized signatory of the TrusteeTrustee or an authentication agent manually or electronically 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. (c) 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 a written an authentication order of the Issuers signed by an Officer (of each Issuer directing the Trustee or an “Authentication Order”), authentication agent to authenticate and deliver the Initial such Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 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 Notes issued hereunder. (d) 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 Holderssuch facsimile, scanned and electronic signatures having the same legal effect as manual signatures. The parties agree that this Indenture, the Issuers 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. (a) An One Officer of the Company shall execute sign the New Third Lien Secured Notes on behalf of each Issuer for the Company by manual manual, facsimile or facsimile electronic 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. (b) . 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 by the manual signature of an authorized signatory 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. (c) 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 of a written order of the Issuers Company signed by an 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 and from time accepting the additional responsibilities under this Third Lien Indenture in relation to timesuch Additional New Third Lien Secured Notes, the Third Lien Trustee shallshall 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, upon receipt certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect as of the date of such certificate; (a) an Authentication Order, Officer’s 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 Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 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 Notes issued hereunder. (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, the Issuers or an Affiliate of the Issuers.which shall also state:

Execution and Authentication. (a) An Officer Two Officers shall execute sign the Notes on behalf of for each Issuer 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 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 by the manual 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 Supplemental Indenture. (c) On . At any time and from time to time after the Issue Dateexecution and delivery of this Supplemental Indenture, the Issuers may deliver Notes executed by the Issuers to the Trustee shallfor authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount of $1,250,000,000 and (ii) Additional Notes from time to time for original issue in aggregate principal amount specified by the Issuers, in each case specified in clauses (i) and (ii) above, upon receipt of a written order of the Issuers signed by an Officer of each Issuer (an “Authentication Order”). Such Authentication Order shall specify the amount and series of Notes to be authenticated and the date on which the Notes are to be authenticated, authenticate whether such Notes are to be Initial Notes or Additional Notes and deliver whether the Initial NotesNotes are to be issued as one or more Global Notes and such other information as the Issuers may include or the Trustee may reasonably request. In addition, at any time The aggregate principal amount of Notes which may be authenticated and from time to timedelivered under this Supplemental Indenture is unlimited. On the Issue Date, the Trustee shall, upon receipt Issuers will issue Initial Notes in the form of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any one or more Global Notes, any Definitive as provided in Section 2.01(c). Any Additional Notes shall also be issued in the form of one or more Global Notes, any Additional Notes, any replacement Notes to be issued pursuant to as provided in Section 2.07, any temporary Notes pursuant to Section 2.10 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 Notes issued hereunder. (d) 2.01(c). 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 Supplemental 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, the Issuers Holders or an Affiliate of the Issuers.

Execution and Authentication. (a) An Officer shall execute the The Notes shall, upon issuance pursuant to Section 2.02, be executed on behalf of each the Master Issuer by manual 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, 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. (b) A 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 hereto provided for below, duly executed by the Trustee by the manual signature of an authorized signatory 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. (c) On the Issue Date, the Trustee shall, upon receipt of a written order of the Issuers signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 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 Notes issued hereunder. (d) 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, the Issuers 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) An At least one Officer shall execute the Notes on behalf of each Issuer for the Company 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 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 by the manual 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 . The Trustee shall, upon receipt of a written order of the Issuers Company signed by an Officer (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 and from time to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, including any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 or any Notes issuable following a redemption or repurchase by the Issuers pursuant to the terms of this Indenture in an 2.14 hereof. The aggregate principal amount of Notes outstanding at any time shall 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 authenticating the Notes, the Trustee shall receive, and subject to Section 7.01 hereof shall be fully protected in relying upon, an Opinion of Counsel stating that this Indenture and 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 conditions specified in such Authentication Order for such Notes issued hereunder. Opinion of Counsel, shall constitute valid and binding obligations of the Company and the Guarantors enforceable in accordance with their terms (d) 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, and subject to other customary limitations and 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, the Issuers Holders or an Affiliate of the IssuersCompany.

Execution and Authentication. (a) An Any Officer shall execute sign the Notes on behalf of each Issuer by manual or facsimile signaturefor the Company, which 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 validvalid 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 substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory of the Trustee, upon Company Order, authenticates the Note substantially in the form of 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 the such Note has been duly and validly authenticated and delivered issued under this Indenture. (c) On the Issue Date, the Trustee shall, upon receipt of a written order of the Issuers signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at At any time and from time to timetime after the execution and delivery of this Indenture, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, shall authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement make available for delivery Notes upon a written order of the Company signed by an Officer (the “Company Order”). A Company Order shall specify the amount of the Notes to be issued pursuant authenticated, the applicable series and the date on which the original issue of Notes is to Section 2.07, any temporary Notes pursuant to Section 2.10 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 Notes issued hereunderbe authenticated. (d) The Trustee may appoint an authenticating agent acceptable or agents with respect to the Issuers Notes which shall be authorized to act on behalf of the Trustee to authenticate Notes. An authenticating agent may authenticate Notes whenever 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 may do sohereunder. Each Wherever reference is made in this Indenture to the authentication and delivery of Notes by the Trustee includes 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 agentlaws 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 has Authenticating Agent may resign at any time by giving written notice thereof to the same rights 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 deal with Holderspay 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 Issuers or Notes of a series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an Affiliate alternative certificate of authentication in the following form: “This is one of the Issuers[•] [•] Notes referred to in the within-mentioned Indenture. The Bank of New York, as Trustee By: as Authenticating Agent By: Authorized Signatory Date: ” If any of the Notes of a series 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:

Execution and Authentication. (a) An Officer shall execute the The Notes shall, upon issue pursuant to Section 2.2, be executed on behalf of each the Issuer by an Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided herein. The signature of such Authorized Officer on the Notes may be manual or facsimile signatureelectronic. Delivery of the executed Notes by the Issuer to the Indenture Trustee by electronic transmission (in pdf format or other electronic means) shall be as effective as delivery of manually executed Notes. 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) A 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. 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 hereto provided for herein, duly executed by the Indenture Trustee by the manual signature of an authorized signatory 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. (c) On the Issue Date, the Trustee shall, upon receipt of a written order of the Issuers signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 or any Notes issuable following a redemption or repurchase by the Issuers pursuant to the terms of this The Indenture in an aggregate principal amount specified in such Authentication Order for such Notes issued hereunder. (d) 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, the Issuers 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. (a) An Officer authorized member of the Issuers’ boards of directors or an executive officer of the Issuers shall execute sign the Notes on behalf of each Issuer the Issuers by manual or facsimile signature. If an Officer authorized member of the Issuers’ boards 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 authenticates the Note, the Note shall nevertheless be valid. (b) valid 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 by the manual signature of 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. (c) On the Issue Date, the Trustee shall. ​ ​ The Issuers shall execute and, upon receipt of a written order an Issuers Order, the Trustee shall authenticate (whether itself or via the authenticating agent) Original Notes, on the date hereof, for original issue up to an aggregate principal amount of the Issuers signed by an Officer (an “Authentication Order”)€790,000,000 and Additional Notes, authenticate and deliver the Initial Notes. In addition, at any time and from time to time, subject to compliance at the Trustee shalltime of issuance of such Additional Notes with the provisions of Section 4.06. The Issuers are permitted to issue Additional Notes as part of a further issue under this Indenture, upon receipt from time to time; provided that, if the Additional Notes are not fungible with any series of an Authentication OrderOriginal Notes for U.S. federal income tax purposes, Opinion of Counsel and Officer’s Certificatesuch Additional Notes will have a separate ISIN numbers, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 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 Notes issued hereunder. (d) if applicable. 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, 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 Issuers or an Affiliate of the Issuers. 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. (a) An 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 $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 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 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 execute sign the Notes on behalf of each Issuer for the Company by 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 validvalid nevertheless. (bd) 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 by the manual signature of 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. (c) On the Issue Date, the Trustee shall, upon receipt of a written order of the Issuers signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 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 Notes issued hereunder. (de) 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 or agent for service of notices and demands. (f) The Trustee is hereby authorized to deal enter into a letter of representations with Holders, the Issuers or an Affiliate of Depositary in the Issuersform provided by the Company and to act in accordance with such letter.

Execution and Authentication. (a) An Officer shall execute Two Officers must sign the Notes on behalf Securities of each any series for the Issuer by 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. (b) . 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 by the manual signature of an authorized signatory of the Trustee. The signature shall will be conclusive evidence that the Note Security has been duly authenticated and delivered under this Indenture. (c) On the Issue Date, the . The Trustee shallwill, upon receipt at any time or from time to time of a written order of the Issuers Issuer signed by an Officer two Officers (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at Securities of any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 or any Notes issuable following a redemption or repurchase by the Issuers pursuant series for original issue up to the terms of this Indenture in an aggregate principal amount specified set forth in such Authentication Order for such Notes issued hereunder. (d) Order. 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, the Issuers 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) An At least one Officer of the Issuers shall execute the Notes on behalf of each Issuer the Issuers by manual 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 by the manual 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 Officer of the Issuers (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 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. (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, 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) An At least one Officer shall execute the Notes on behalf of each Issuer the Partnership by manual manual, facsimile or facsimile electronic 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 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 Issuers Partnership signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, authenticate and deliver any Global Notes, any Definitive Notes, any Additional Notes, any replacement Notes to be issued pursuant to Section 2.07, any temporary Notes pursuant to Section 2.10 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. (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, the Issuers 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. (a) An Officer Each Certificate shall execute the Notes be signed on behalf of each Issuer the Trust by 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 validAdministrative 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 by the manual 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 Indenture. (c) On the Issue Date, the Trustee shall, upon receipt of Trust Agreement. Upon a written order of the Issuers Trust signed by an Officer (an “Authentication Order”)one Administrative Trustee, the Property Trustee shall authenticate and deliver the Initial NotesPreferred Securities Certificates for original issue. In addition, The aggregate number of Preferred Securities outstanding at any time and from time shall not exceed the aggregate stated liquidation amount set forth in Section 6.1(a)(i). The Property Trustee shall have the right to time, the Trustee shall, upon receipt of an Authentication Order, Opinion of Counsel and Officer’s Certificate, decline to authenticate and deliver any Global NotesSecurities under this Section if the Property Trustee, any Definitive Notesbeing advised by counsel, any Additional Notes, any replacement Notes determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Property Trustee to be issued pursuant personal liability to Section 2.07, any temporary Notes pursuant to Section 2.10 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 Notes issued hereunder. (d) existing Holders. The Property Trustee may appoint an authenticating agent acceptable to the Issuers Trust to authenticate NotesPreferred Securities Certificates. An 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 has the same rights as an Agent the Property Trustee to deal with Holders, the Issuers Sponsor or an Affiliate of the IssuersAffiliate.