Common use of Execution and Authentication Clause in Contracts

Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed on behalf of the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer 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. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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 be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee by the manual signature of a Trust Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under this Base Indenture. The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. 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. The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, 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.

Execution and Authentication. Two Officers shall sign, or one Officer shall sign and one Officer (a) Each Note each of whom shall, upon issuance pursuant to Section 2.2in each case, be executed on behalf of have been duly authorized by all requisite corporate actions) shall attest to, the Notes for the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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) valid nevertheless. No Note shall be entitled to any benefit under the this 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 below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under 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 2.12, for all purposes of this Base 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. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the 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 same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Trustee’s certificate of authentication Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in denominations of the Notes $2,000 and integral multiples of a Series issued under the within mentioned Indenture. UMB Bank, 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$1,000 in excess thereof.

Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, The Notes shall be executed on behalf of the Issuer by an Authorized Officer two Officers of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided hereinIssuer. The signature of each such Authorized Officer any of these Officers on the Notes may be manual manual, facsimile, .pdf attachment or facsimileother electronically transmitted signature. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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) valid nevertheless. No Note shall be entitled to any benefit under the this 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 below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under 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 2.12, for all purposes of this Base 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. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of authentication the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in denominations of the Notes €100,000 and any integral multiple of a Series issued under the within mentioned Indenture. UMB Bank, 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€1,000 in excess thereof.

Execution and Authentication. Two Officers shall sign, or one Officer shall sign and one Officer (a) Each Note each of whom shall, upon issuance pursuant to Section 2.2in each case, be executed on behalf of have been duly authorized by all requisite corporate actions) shall attest to, the Notes for the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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) valid nevertheless. No Note shall be entitled to any benefit under the this 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 below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under 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 2.12, for all purposes of this Base 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. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the 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 same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Trustee’s certificate of authentication Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in denominations of the Notes $2,000 and any integral multiples of a Series issued under the within mentioned Indenture. UMB Bank, 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$1,000 in excess thereof.

Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed on behalf of the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on Two Officers shall sign the Notes may be manual for the Company by manual, electronic or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer Company may deliver (i) Additional Notes of any particular Series and (issued pursuant to Section 2.2ii) PIK Notes executed by the Issuer Company to the Trustee for authentication, together with one or more a written order of the Company Orders in the form of an Officers’ Certificate for the authentication and delivery of such Additional Notes or PIK Notes, as applicable, and the Trustee, Trustee in accordance with such written order of the Company Order and this Base Indenture, shall authenticate and deliver such Notes. (c) No . A Note shall be entitled to any benefit under the Indenture or not be valid for any purpose unless there appears on such Note a until an authorized signatory of the Trustee manually signs the certificate of authentication substantially in on the form provided for below, duly executed by the Trustee by the manual Note. The signature of a Trust Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated under this Base Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Unless limited by the term terms 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 same rights as any Registrar, Paying Agent or agent for service of notices and demands. The Trustee shall not be required to authenticate such Notes if the issue thereof will adversely affect the Trustee’s certificate of authentication shall be in substantially the following form: “This is one of own rights, duties, indemnities or immunities under the Notes of a Series issued under the within mentioned and this Indenture. UMB Bank, 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.

Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed on behalf of One Officer shall sign the Notes for the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. 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 (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more a Company Orders Request for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base IndentureRequest, shall authenticate and deliver such Notes. (c) . No Note shall be entitled to any benefit under the this 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 below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under 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 2.12, for all purposes of this Base 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. The Upon prior notice to, and approval by (which approval shall not be unreasonably withheld), the Issuer, the Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: “This is one same rights as an Agent to deal with the Issuer and Affiliates of the Notes Issuer. Each Paying Agent is designated as an authenticating agent for purposes of a Series issued under the within mentioned this Indenture. UMB Bank, 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.

Execution and Authentication. Two Officers shall sign, or one Officer shall sign and one Officer (a) Each Note each of whom shall, upon issuance pursuant to Section 2.2in each case, be executed on behalf of have been duly authorized by all requisite corporate actions) shall attest to, the Notes for the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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) valid nevertheless. No Note shall be entitled to any benefit under the this 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 below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on an authorized officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under 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 2.12, for all purposes of this Base 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. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the 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 same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Trustee’s certificate of authentication Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in minimum denominations of the Notes $2,000 and integral multiples of a Series issued under the within mentioned Indenture. UMB Bank, 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$1,000.

Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed on behalf of the Issuer by an Authorized One Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on shall sign the Notes may be for the Company by manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer Company may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer Company to the Trustee for authentication, together with one or more a Company Orders Request for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base IndentureRequest, shall authenticate and deliver such Notes. (c) . No Note shall be entitled to any benefit under the this 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 below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under 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 2.12, for all purposes of this Base 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. The Upon prior notice to, and approval by (which approval shall not be unreasonably withheld), the Company, the Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: “This is one same rights as an Agent to deal with the Company and Affiliates of the Notes Company. Each Paying Agent is designated as an authenticating agent for purposes of a Series issued under the within mentioned this Indenture. UMB Bank, 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.

Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, Security shall be executed by manual or facsimile signature by the Issuer. Securities bearing the manual or facsimile signature of the individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer shall not be rendered invalid, notwithstanding that such individual has ceased 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. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid. (b) At any time and from time so authorized prior to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and Securities or does not hold such office at the Trustee, in accordance with date of such Company Order and this Base Indenture, shall authenticate and deliver such Notes. (c) Securities. No Note Securities shall be entitled to any benefit under the Indenture this Indenture, or be valid for any purpose purpose, unless there appears on such Note Security a certificate of authentication substantially in the form provided for belowherein, duly executed by or on behalf of the Indenture Trustee by the manual signature of a Trust Officer. Such signatures on duly authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that the Note such Security has been duly authenticated under this Base Indenture. and delivered hereunder. (b) The Issuer shall execute and the Indenture Trustee may appoint shall authenticate and deliver the Securities having the terms specified herein, upon the receipt of an authenticating agent acceptable Issuer Order, to the purchasers thereof, the underwriters for sale or to the Issuer to authenticate Notes. Unless limited for initial retention 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 agentit. The Trustee’s certificate Issuer shall execute and the Indenture Trustee shall authenticate and deliver each Global Note that is issued upon original issuance thereof, upon the receipt of authentication shall be in substantially the following form: “This is one an Issuer Order against payment of the purchase price therefor. The Issuer shall execute and the Indenture Trustee shall authenticate Book-Entry Notes that are issued upon original issuance thereof, upon the receipt of an Issuer Order, to a Series issued under Clearing Agency or its nominee as provided in Section 2.16 against payment of the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”purchase price thereof. (dc) Each Note All Securities shall be dated and issued as of the date of its authentication by the Trusteetheir authentication.

Execution and Authentication. Two Officers shall sign, or one Officer shall sign and one Officer (a) Each Note each of whom shall, upon issuance pursuant to Section 2.2in each case, be executed on behalf have been duly authorized by all requisite corporate actions) shall attest to, the Notes for each of the Issuer Issuers by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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) valid nevertheless. No Note shall be entitled to any benefit under the this 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 below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Base 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. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the 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 same rights as an Agent to deal with the Issuers and Affiliates of the Issuers. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Trustee’s certificate of authentication Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in denominations of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory” (d) Each Note shall be dated $1,000 and issued as of the date of its authentication by the Trusteeany integral multiple thereof.

Execution and Authentication. (a) Each Note One Officer of the Company shall sign the Notes for the Company by manual or facsimile signature. (b) The Trustee shall, upon issuance pursuant to Section 2.2, be executed on behalf a written order of the Issuer Company signed by an Authorized Officer of the Issuer and Company (an “Authentication Order”) delivered by the Issuer to the Trustee from time to time, authenticate and deliver Notes for authentication and redelivery original issue without limit as provided herein. The signature to the aggregate principal amount thereof, subject to compliance with Section 4.09, of each such Authorized Officer which $100.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $100.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be manual or facsimile. be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall nevertheless be valid. (be) 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 (issued pursuant to Section 2.2) executed by the 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 A Note shall be entitled to any benefit under the Indenture or not be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee until authenticated by the manual signature of a Trust Officerthe Trustee. Such signatures on such certificate signature shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated under this Base Indenture. . (f) The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. (g) The Trustee may appoint an authenticating agent acceptable to the Issuer Company to authenticate Notes. Unless limited by the term of such appointment, an 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. The Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: “This is one same rights as an Agent to deal with Holders or an Affiliate of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory” (d) Each Note shall be dated and issued as of the date of its authentication by the TrusteeCompany.

Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed At least one Officer of each of the Issuer and the Co-Issuer shall execute the Notes on behalf of the Issuer and the Co-Issuer, as applicable, by manual, facsimile or electronic (including “.pdf”) signature. If an Authorized Officer of the Issuer and delivered by or the Issuer 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. If an Authorized Officer of the Co-Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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 . A Note shall not be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication until authenticated substantially in the form provided for belowof Exhibit A hereto, duly executed by the Trustee by the manual signature of a Trust Officerthe Trustee. Such signatures on such certificate The signature shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated and delivered under this Base Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuers’ Order (an “Authentication Order”), authenticate and deliver the Initial Notes in the aggregate principal amount or amounts specified in such Authentication Order. In addition, at any time, from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued or increased hereunder. The Trustee may appoint an authenticating agent (an “Authentication Agent”) acceptable to the Issuer Issuers to authenticate Notes. Unless limited by the term of such appointment, an 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. The Trustee’s certificate of authentication shall be in substantially An Authentication Agent has the following form: “This is one same rights as an Agent to deal with Holders or an Affiliate of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory” (d) Each Note shall be dated and issued as of the date of its authentication by the TrusteeIssuers.

Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed At least one Authorized Officer shall execute the Notes on behalf of the Issuer Company by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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 A Note shall not be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication until authenticated substantially in the form provided for below, duly executed by the Trustee in Exhibit A attached hereto by the manual signature of a Trust Officeran authorized signatory of the Trustee. Such signatures on such certificate The signature shall be conclusive evidence, and the only evidence, 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 Company signed by an Authorized 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, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder and, in the case of any issuance of Additional Notes pursuant to Section 2.01, such Authentication Order shall certify that such issuance is in compliance with Section 4.09. (d) The Trustee may appoint an authenticating agent acceptable to the Issuer Company to authenticate Notes. Unless limited by the term of such appointment, an 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. The Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: “This is one same rights as an Agent to deal with Holders or an Affiliate of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory” (d) Each Note shall be dated and issued as of the date of its authentication by the TrusteeCompany.

Execution and Authentication. (a) Each Note shallOne Officer, upon issuance pursuant to Section 2.2who shall have been duly authorized by all requisite corporate actions, be executed on behalf of shall sign the Notes for the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual manual, facsimile or facsimileelectronic image scan signature. If an Authorized the Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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) valid nevertheless. No Note shall be entitled to any benefit under the this 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 below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under 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 2.12, for all purposes of this Base 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. The Trustee may appoint an one or more authenticating agent acceptable to agents with the consent of the Issuer to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the 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 same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Trustee’s certificate of authentication Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in denominations of the Notes $2,000 and any integral multiples of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory” (d) Each Note shall be dated and issued as $1,000 in excess of the date of its authentication by the Trustee$2,000.

Execution and Authentication. An Officer (a) Each Note who shall, upon issuance pursuant to Section 2.2in each case, be executed on behalf of have been duly authorized by all requisite corporate actions) shall sign the Notes for the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual manual, electronic or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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) valid nevertheless. No Note shall be entitled to any benefit under the this 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 below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on an authorized officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under 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 2.12, for all purposes of this Base 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. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the 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 same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Trustee’s certificate of authentication Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in minimum denominations of the Notes $2,000 and integral multiples of a Series issued under the within mentioned Indenture. UMB Bank, 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$1,000 in excess thereof.

Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed At least one Officer shall execute the Notes on behalf of the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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 . A Note shall not be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication until authenticated substantially in the form provided for below, duly executed by the Trustee of Exhibit A by the manual signature of a Trust Officerthe Trustee. Such signatures on such certificate The signature shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated and delivered under this Base Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate Notes. Unless limited by the term of such appointment, an 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. The Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: “This is one same rights as an Agent to deal with Holders or an Affiliate of the Issuer. The Trustee shall have the right to decline to authenticate and deliver any Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory” if (da) Each Note shall be dated and issued as of the date of its authentication by 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 or 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. (aA) Each Note shallThe Bonds shall be executed in the name of the Trust by the manual or facsimile signature of the Executive Director or other Authorized Officer of the Trust, upon issuance pursuant and its corporate seal (or a facsimile thereof) shall be thereunto affixed, imprinted, engraved or otherwise reproduced, and attested by the manual or facsimile signature of an Authorized Officer. In case any one or more of the officers who shall have signed any of the Bonds shall cease to Section 2.2be such officer before the Bonds so signed and sealed shall have been actually authenticated and delivered by the Master Trustee, such Bonds may, nevertheless, be executed authenticated and delivered as herein provided, and may be issued as if the persons who signed or sealed such Bonds had not ceased to hold such offices. Any Bond of a Series may be signed and sealed on behalf of the Issuer Trust by an Authorized Officer such persons as at the actual time of the Issuer and delivered by execution of such Bond shall be duly authorized or hold the Issuer 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. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that proper office at the time Trust, although at the Note is authenticated, date of the Note shall nevertheless be validBonds of such Series such persons may not have been so authorized or have held such office. (bB) At any time and from time to time after The Bonds of each Series shall bear thereon a certificate of authentication, in substantially the execution and delivery of this Base Indenturefollowing form, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed manually by the Issuer to the Trustee for authentication, together with one or more Company Orders for the Master Trustee. Only such Bonds as bear such certificate of 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 be entitled to any right or benefit under the Indenture or this Trust Agreement and no Bond shall be valid or obligatory for any purpose unless there appears on until such Note a certificate of authentication substantially in the form provided for below, shall have been duly executed by the Trustee by the manual signature of a Trust OfficerMaster Trustee. Such signatures on such certificate of the Master Trustee upon any Bond shall be conclusive evidence, and the only evidence, evidence that the Note Bond so authenticated has been duly authenticated and delivered under this Base Indenture. The Trustee may appoint an authenticating agent acceptable Trust Agreement and the Registered Owner thereof is entitled to the Issuer to authenticate Notes. Unless limited by the term benefits 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. The Trustee’s certificate of authentication shall be in substantially the following formTrust Agreement: “This bond is one of the Notes Bonds of a Series issued under the within mentioned IndentureMassachusetts Clean Water Trust described in the Trust Agreement and in the Supplemental Trust Agreement defined in this bond. UMB Bank, 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.

Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, The Notes shall be executed on behalf of the Issuer Company by an Authorized Officer its Chairman of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided hereinBoard, Chief Executive Officer, Chief Financial Officer, President, any Vice President or Treasurer. The signature of each such Authorized Officer any of these officers on the Notes may be manual or facsimile. If an Authorized Officer of the Issuer 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 the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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) valid nevertheless. No Note shall be entitled to any benefit under the this 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 below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under this Base Indentureand delivered hereunder. The Trustee may appoint an authenticating agent acceptable 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 Issuer to authenticate Notes. Unless limited by the term Trustee for cancellation as provided in Section 2.12 hereof, for all purposes of this Indenture 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. The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory” (d) Each Note shall be dated deemed never to have been authenticated and issued as delivered hereunder and shall never be entitled to the benefits of this Indenture. At any time and from time to time after execution and delivery of this Indenture, subject to the terms of this Indenture, the Trustee shall, upon written order of the Company in the form of a Company Order, authenticate and deliver Notes. Each such written order shall specify the amount of Notes to be authenticated and the date of its authentication by on which the TrusteeNotes are to be authenticated.

Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed on behalf of the Issuer by an Authorized An Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on shall sign the Notes may be for the Company by manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note Security no longer holds that office at the time the Note Security is authenticated, the Note Security shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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, . A Security shall authenticate and deliver such Notes. (c) No Note shall be entitled to any benefit under the Indenture or not be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee until authenticated by the manual signature of a Trust Officerthe Trustee or an authenticating agent. Such signatures on such certificate The signature shall be conclusive evidence, and the only evidence, evidence that the Note Security has been duly authenticated under this Base Indenture. Subject to the provisions of this Section 2.2, the Trustee shall, at any time, and from time to time, authenticate Notes for original issue upon receipt by the Trustee of a Company Order. Such Company Order may authorize authentication pursuant to written or electronic instructions from the Company or its duly authorized agent or agents. Prior to the issuance of the Notes, the Trustee shall have received and (subject to Section 7.1) shall be fully protected in relying on: (a) a Board Resolution, supplemental indenture hereto or Officer's Certificate establishing the form and terms of the Notes, (b) an Officer's Certificate complying with Section 10.4, and (c) an Opinion of Counsel complying with Section 10.4. The Trustee shall have the right to decline to authenticate and deliver any Notes: (a) if the Trustee, being advised by counsel, determines that such action may not lawfully be taken; or (b) if the Trustee in good faith by its board of directors or trustees, executive committee or a trust committee of directors and/or vice-presidents shall determine that such action would expose the Trustee to personal liability to Holders of any then outstanding Notes. The Trustee may appoint an authenticating agent acceptable to the Issuer Company to authenticate Notes. Unless limited by the term of such appointment, an 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. The Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: “This is one of same rights as an Agent to deal with the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory” (d) Each Note shall be dated and issued as of the date of its authentication by the TrusteeCompany or an Affiliate.

Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, The Notes shall be executed on behalf of the Issuer by an Authorized one Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided hereinIssuer. The signature of each such Authorized Officer on the Notes may be manual manual, facsimile or facsimileelectronic (including “.pdf”). If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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) valid nevertheless. No Note shall be entitled to any benefit under the this 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 below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on manual, facsimile or electronic (including “.pdf”) signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under 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 2.12, for all purposes of this Base 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. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of authentication the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in minimum denominations of the Notes $2,000 and any integral multiple of a Series issued under the within mentioned Indenture. UMB Bank, 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$1,000 in excess thereof.

Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed on behalf of An Authorized Officer shall sign the Notes for the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the . The Issuer may shall deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Indenture Trustee for authentication, together with one or more Company Orders for the an executed Note and an 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) order each time it requests a new Note to be issued. No Note shall be entitled to any benefit under the this Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for belowherein, duly executed by the Indenture Trustee by the manual signature of a Trust Officeran authorized signatory. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the a Note has been duly authenticated under this Base Indenture. The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. 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. The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Class [A] [B] [C] [D] [E] [F] Notes of a Series issued under referred to in the within mentioned Indenture. UMB Bank, N.A.[__________________________], as Indenture Trustee By: Authorized Signatory”: (db) Each Note shall be dated and issued as of the date of its authentication by the Indenture Trustee. (c) 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 2.16, 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 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) Each Note shall, upon issuance pursuant to Section 2.2, The Notes shall be executed on behalf of the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided hereinIssuer. The signature of each such Authorized the Officer on the Notes may be manual or facsimile. If an Authorized the Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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) valid nevertheless. No Note shall be entitled to any benefit under the this 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 below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under 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 2.12, for all purposes of this Base 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. The Trustee may appoint an one or more authenticating agent acceptable to agents, at the Issuer expense of the Issuer, to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of authentication the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in denominations of the Notes $2,000 and any integral multiple of a Series issued under the within mentioned Indenture. UMB Bank, 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$1,000 in excess thereof.

Execution and Authentication. One Officer (aor in the case of the Notes issued on the Issue Date, two Officers) Each Note shall, upon issuance pursuant to Section 2.2, be executed on behalf of shall sign the Notes for the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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) valid nevertheless. No Note shall be entitled to any benefit under the this 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 below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under 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 2.12, for all purposes of this Base 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. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the 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 same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Trustee’s certificate of authentication Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in minimum denominations of the Notes $2,000 and integral multiples of a Series issued under the within mentioned Indenture. UMB Bank, 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$1,000 in excess thereof.

Execution and Authentication. (a) Each Note The Notes shall, upon issuance pursuant to Section 2.2, be executed on behalf of the each Co-Issuer by an Authorized Officer of the such Co-Issuer and delivered by the Issuer Co-Issuers to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer Officers on the Notes may be manual or facsimile. If an Authorized Officer of the a Co-Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer Co-Issuers may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer 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 be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee by the manual manual, facsimile, or electronic signature of a Trust OfficerOfficer (and the Luxembourg agent (the “Luxembourg Agent”) if applicable, if the Notes of the Series to which such Note belongs are listed on the Luxembourg Stock Exchange). Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under this Base Indenture. The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. 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. The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB BankCITIBANK, N.A., as Trustee By: Name: Title: 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 a Co-Issuer (or 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) Each Note shall, upon issuance pursuant to Section 2.2, The Notes shall be executed on behalf of the Issuer Issuers by an Authorized Officer two Officers of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided hereineach Issuer. The signature of each such Authorized Officer any of these Officers on the Notes may be manual or facsimile. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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) valid nevertheless. No Note shall be entitled to any benefit under the this 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 below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Base 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. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer Issuers to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate An authenticating agent has the same rights as an Agent to deal with the Issuers and Affiliates of authentication the Issuers. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in denominations of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory” (d) Each Note shall be dated $1,000 and issued as of the date of its authentication by the Trusteeany integral multiple thereof.

Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed One Officer shall execute the Notes on behalf of the Issuer Company by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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 . A Note shall not be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication until authenticated substantially in the form provided for belowof Exhibit A hereto, duly executed by as the Trustee case may be, by the manual signature of a Trust Officerthe Trustee. Such signatures on such certificate The signature shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated and delivered under this Base Indenture. On the Issue Date, the Trustee shall, upon receipt of a written order of the Company directing authentication (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication Order. In addition, at any time, from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver (i) any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder and (ii) 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. The Trustee may appoint an authenticating agent acceptable to the Issuer Company to authenticate Notes. Unless limited by the term of otherwise provided in 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. The Trustee’s certificate of authentication An authenticating agent shall be in substantially have the following form: “This is one same rights as the Trustee to deal with Holders, the Company or an Affiliate of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory” (d) Each Note shall be dated and issued as of the date of its authentication by the TrusteeCompany.

Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed on behalf One Officer shall sign the Notes for each of the Company and the Co-Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual manual, facsimile or facsimile. portable document format signature. (b) If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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 A Note shall be entitled to any benefit under the Indenture or not be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee until authenticated by the manual signature of a Trust Officerthe Trustee. Such signatures on such certificate The signature shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated under this Base Indenture. . (d) The Trustee shall, upon a written order of the Issuers signed by an Officer of each Issuer (an “Authentication Order”), authenticate Notes for original issue. (e) The Trustee may appoint an authenticating agent acceptable to the Issuer Issuers to authenticate Notes. Unless limited by otherwise provided in 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 same rights as an Agent to deal with Holders or an Affiliate of the Company or any of their respective Subsidiaries. (f) The Trustee’s certificate Issuers may issue Additional Notes from time to time after the offering of authentication the Initial Notes. The issuance of Additional Notes will be subject to the provisions of Section 4.09 hereof. The Initial Notes and any Additional Notes subsequently issued under this Indenture shall be in substantially treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that Additional Notes will not be issued with the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A.same CUSIP or ISIN, as Trustee By: Authorized Signatory” (d) Each Note shall be dated and issued applicable, as of the date of its authentication by Initial Notes unless such Additional Notes are fungible with the TrusteeInitial Notes for U.S. federal income tax purposes.

Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed on behalf of An Authorized Officer shall sign the Notes for the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the . The Issuer may shall deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Indenture Trustee for authentication, together with one or more Company Orders for the an executed Note and an 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) order each time it requests a new Note to be issued. No Note shall be entitled to any benefit under the this Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for belowherein, duly executed by the Indenture Trustee by the manual signature of a Trust Officeran authorized signatory. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the a Note has been duly authenticated under this Base Indenture. The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. 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. The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Class [A] [B] [C] [D] [E] [F] [G] Notes of a Series issued under referred to in the within mentioned Indenture. UMB Bank[ ], N.A., as Trustee By: Authorized Signatory”: (db) Each Note shall be dated and issued as of the date of its authentication by the Indenture Trustee. (c) 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 2.16, 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 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) Each Note The Notes (other than Uncertificated Notes) shall, upon issuance pursuant to Section 2.2, be executed on behalf of the each Co-Issuer by an Authorized Officer of the such Co-Issuer and delivered by the Issuer Co-Issuers to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer Officers on the Notes may be manual or facsimile. If an Authorized Officer of the a Co-Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer Co-Issuers may deliver Notes (other than Uncertificated Notes) of any particular Series (issued pursuant to Section 2.2) executed by the Issuer Co-Issuers to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes (or registration in the case of Uncertificated Notes), and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes (or register in the case of Uncertificated Notes). (c) No Note (other than Uncertificated Notes) shall be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee by the manual manual, facsimile, or electronic signature of a Trust OfficerOfficer (and the Luxembourg agent (the “Luxembourg Agent”) if applicable, if the Notes of the Series to which such Note belongs are listed on the Luxembourg Stock Exchange). Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under this Base Indenture. The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. 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. The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB BankCITIBANK, N.A., as Trustee By: Name: Title: Authorized Signatory” (d) Each Note (other than Uncertificated Notes) 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 a Co-Issuer (or 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) Each Note shall, upon issuance pursuant to Section 2.2, The Notes shall be executed on behalf of the Issuer Company by an Authorized Officer its Chairman of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided hereinBoard, Chief Executive Officer (or Acting Chief Executive Officer), Chief Financial Officer, President, any Executive Vice President, any Senior Vice President, any Vice President or Treasurer. The signature of each such Authorized Officer any of these officers on the Notes may be manual or facsimile. If an Authorized Officer of the Issuer 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 the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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) valid nevertheless. No Note shall be entitled to any benefit under the this 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 below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under this Base Indentureand delivered hereunder. The Trustee may appoint an authenticating agent acceptable 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 Issuer to authenticate Notes. Unless limited by the term Trustee for cancellation as provided in Section 2.12 hereof, for all purposes of this Indenture 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. The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory” (d) Each Note shall be dated deemed never to have been authenticated and issued as delivered hereunder and shall never be entitled to the benefits of this Indenture. At any time and from time to time after execution and delivery of this Indenture, subject to the terms of this Indenture, the Trustee shall, upon written order of the Company in the form of a Company Order, authenticate and deliver Notes. Each such written order shall specify the amount of Notes to be authenticated and the date of its authentication by on which the TrusteeNotes are to be authenticated.

Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, The Notes shall be executed on behalf of the Issuer by an Authorized one Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided hereinIssuer. The signature of each such Authorized Officer on the Notes may be manual manual, facsimile or facsimileelectronic (including “.pdf”). If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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) valid nevertheless. No Note shall be entitled to any benefit under the this 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 below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on manual, facsimile or electronic (including “.pdf”) signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under 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 2.12, for all purposes of this Base 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. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of authentication the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in denominations of the Notes $2,000 and any integral multiple of a Series issued under the within mentioned Indenture. UMB Bank, 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$1,000 in excess thereof.

Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed on behalf of the Issuer by an Authorized One Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on shall sign the Notes may be for the Company by manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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) valid nevertheless. No Note shall be entitled to any benefit under the this 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 below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under 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 2.11, for all purposes of this Base 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. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the 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 same rights as an Agent to deal with the Company and Affiliates of the Company. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Trustee’s certificate of authentication Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in denominations of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory” (d) Each Note shall be dated $1,000 and issued as of the date of its authentication by the Trusteeany integral multiple thereof.

Execution and Authentication. Two Officers shall sign, or one Officer shall sign and one Officer (a) Each Note each of whom shall, upon issuance pursuant to Section 2.2in each case, be executed on behalf of the Issuer have been duly authorized by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on all requisite corporate actions) shall attest to, the Notes may be for the Company by manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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) valid nevertheless. No Note shall be entitled to any benefit under the this 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 below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under 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 2.12, for all purposes of this Base 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. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the 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 same rights as an Agent to deal with the Company and Affiliates of the Company. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Trustee’s certificate of authentication Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in denominations of the Notes $2,000 and any integral multiple of a Series issued under the within mentioned Indenture. UMB Bank, 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$1,000 in excess thereof.

Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, The Notes shall be executed on behalf of the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided hereinIssuer. The signature of each such Authorized Officer any of these Officers on the Notes may be manual or facsimile. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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) valid nevertheless. No Note shall be entitled to any benefit under the this 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 below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under 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 2.12, for all purposes of this Base 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. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of authentication the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. Each series of Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in denominations of the Notes $2,000 and integral multiples of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory” (d) Each Note shall be dated and issued as $1,000 in excess of the date of its authentication by the Trustee$2,000.

Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, The Notes shall be executed on behalf of the Issuer Issuers by an Authorized Officer two Officers of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided hereineach Issuer. The signature of each such Authorized Officer any of these Officers on the Notes may be manual or facsimile. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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) valid nevertheless. No Note shall be entitled to any benefit under the this 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 below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Base 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. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer Issuers to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate An authenticating agent has the same rights as an Agent to deal with the Issuers and Affiliates of authentication the Issuers. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in denominations of the Notes $2,000 and any integral multiple of a Series issued under the within mentioned Indenture. UMB Bank, 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$1,000 in excess thereof.

Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed At least one Officer of each of the Issuer and the Co-Issuer shall execute the Notes on behalf of the Issuer and the Co-Issuer, as applicable, by manual, facsimile or electronic (including “.pdf”) signature. If an Authorized Officer of the Issuer and delivered by or the Issuer 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. If an Authorized Officer of the Co-Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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 . A Note shall not be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication until authenticated substantially in the form provided for belowof Exhibit A hereto, duly executed by the Trustee by the manual signature of a Trust Officerthe Trustee. Such signatures on such certificate The signature shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated and delivered under this Base Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuers’ Order (an “Authentication Order”), authenticate and deliver the Initial Notes in the aggregate principal amount or amounts specified in such Authentication Order. In addition, at any time, from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes or Exchange Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes or Exchange Notes issued or increased hereunder. The Trustee may appoint an authenticating agent acceptable to the Issuer Issuers to authenticate Notes. Unless limited by the term of such appointment, an 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. The Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: “This is one same rights as an Agent to deal with Holders or an Affiliate of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory” (d) Each Note shall be dated and issued as of the date of its authentication by the TrusteeIssuers.

Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed At least one Officer of each of the Issuer and the Co-Issuer shall execute the Notes on behalf of the Issuer and the Co-Issuer, as applicable, by manual, facsimile or electronic (including “.pdf”) signature. If an Authorized Officer of the Issuer and delivered by or the Issuer 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. If an Authorized Officer of the Co-Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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 . A Note shall not be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication until authenticated substantially in the form provided for belowof Exhibit A hereto, duly executed by the Trustee by the manual signature of a Trust Officerthe Trustee. Such Electronically imaged signatures on such certificate as .pdf files, faxed signatures or other electronic signatures to the Note shall have the same effect as original signatures. The signature shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated and delivered under this Base Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuers’ Order (an “Authentication Order”), authenticate and deliver the Initial Notes in the aggregate principal amount or amounts specified in such Authentication Order. In addition, at any time, from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued or increased hereunder. The Trustee may appoint an authenticating agent acceptable to the Issuer Issuers to authenticate Notes. Unless limited by the term of such appointment, an 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. The Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: “This is one same rights as an Agent to deal with Holders or an Affiliate of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory” (d) Each Note shall be dated and issued as of the date of its authentication by the TrusteeIssuers.

Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed on behalf of One Officer shall sign the Issuer Notes for the Company by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided hereinmanual or facsimile signature. The signature of each such Authorized Officer Company's seal shall be reproduced on the Notes and may be manual or facsimilein facsimile form. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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 . A Note shall be entitled to any benefit under the Indenture or not be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee until authenticated by the manual signature of a Trust Officerthe Trustee. Such signatures on such certificate signature shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated under this Base Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibit A-1. The Trustee shall authenticate (i) the Series G Notes from time to time for issue only in exchange for a like principal amount of Series A/B Notes, Series D Notes or Series F Notes, in each case upon a written order of the Company signed by one Officer, which written order shall specify (a) the amount of Notes to be authenticated and the date from which interest on such securities shall accrue and (b) the amount of Notes to be issued in global form or definitive form and (ii) Series G Notes for issue for additional principal amounts as may be set forth in a written order of the Company signed by an Officer as described below in paragraph 4 of the Notes. The aggregate principal amount of Notes outstanding at any time may not exceed $280,000,000 plus any additional principal amount issued pursuant to item (ii) of the first sentence of this paragraph, except as provided in Section 2.07 hereof. The Trustee may appoint an authenticating agent acceptable to the Issuer Company to authenticate Notes. Unless limited by the term of such appointment, an 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. The Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: “This is one same rights as an Agent to deal with the Company, any Guarantor or an Affiliate of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory” (d) Each Note shall be dated and issued as of the date of its authentication by the TrusteeCompany.

Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, The Notes shall be executed on behalf of the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided hereinIssuer. The signature of each such Authorized the Officer on the Notes may be manual or facsimiledigital. If an Authorized the Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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) valid nevertheless. No Note shall be entitled to any benefit under the this 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 below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on or digital signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under 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 2.12, for all purposes of this Base 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. The Trustee may appoint an one or more authenticating agent acceptable to agents, at the Issuer expense of the Issuer, to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of authentication the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in denominations of the Notes $2,000 and any integral multiple of a Series issued under the within mentioned Indenture. UMB Bank, 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$1,000 in excess thereof.

Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed on behalf Two members of the Board of Directors shall sign the Global Notes and two Officers shall sign the Definitive Registered Certificates for the Issuer by an Authorized Officer manual or facsimile signature. If a member of the Issuer and delivered by Board of Directors or an Officer, as the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes case may be manual or facsimile. If an Authorized Officer of the Issuer be, whose signature is on a Note or Definitive Registered Certificate no longer holds that such office at the time the Trustee authenticates the Note is authenticatedor Definitive Registered Certificate, as applicable, the Note or Definitive Registered Certificate, as applicable, shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery valid nevertheless. A Global Note or Definitive Registered Certificate shall not be valid until an authorized signatory of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authenticationmanually (or with respect to a Definitive Registered Certificate, together with one manually or more Company Orders for by facsimile) signs the certificate of authentication and delivery of such Noteson the Note or Definitive Registered Certificate, and as applicable. The signature shall be conclusive evidence that the Trustee, in accordance with such Company Order and Global Note or Definitive Registered Certificate has been authenticated under this Base Indenture, . The Trustee shall authenticate and deliver such Notes. (c) No Note shall be entitled to any benefit under the Indenture or be valid make available for any purpose unless there appears on such Note a certificate of authentication substantially delivery Notes and Definitive Registered Certificates as set forth in the form provided for below, duly executed by the Trustee by the manual signature of a Trust Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under this Base Indenture. Appendix A. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate Notesthe Notes and Definitive Registered Certificates. 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 term terms of such appointment, an authenticating agent may authenticate Notes and Definitive Registered Certificates whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory” (d) Each Note shall be dated notices and issued as of the date of its authentication by the Trusteedemands.

Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, The Notes shall be executed on behalf of the Issuer by an Authorized Officer two Officers of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided hereinIssuer. The signature of each such Authorized Officer any of these Officers on the Notes may be manual manual, facsimile, .pdf attachment or facsimileother electronically transmitted signature. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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) valid nevertheless. No Note shall be entitled to any benefit under the this 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 below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under 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 2.12, for all purposes of this Base 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. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of authentication the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in denominations of the Notes $2,000 and any integral multiple of a Series issued under the within mentioned Indenture. UMB Bank, 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$1,000 in excess thereof.

Execution and Authentication. (a) Each Note The Notes shall, upon issuance pursuant to Section 2.2, be executed on behalf of the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer 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. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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 be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee by the manual signature of a Trust OfficerOfficer (and the Luxembourg agent (the “Luxembourg Agent”) if applicable, if the Notes of the Series to which such Note belongs are listed on the Luxembourg Stock Exchange). Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under this Base Indenture. The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. 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. The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB BankCITIBANK, N.A., as Trustee By: Name: Title: 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 Issuer, and the 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 14.3) 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) Each Note shall, upon issuance pursuant to Section 2.2, be executed on behalf of One Officer shall sign the Issuer Notes for the Company by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided hereinmanual or facsimile signature. The signature of each such Authorized Officer Company's seal shall be reproduced on the Notes and may be manual or facsimilein facsimile form. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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 . A Note shall be entitled to any benefit under the Indenture or not be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee until authenticated by the manual signature of a Trust Officerthe Trustee. Such signatures on such certificate signature shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated under this Base Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibit A-1 or Exhibit A-2 hereto. The Trustee shall authenticate (i) the Series A Notes for original issue up to the aggregate principal amount stated in paragraph 4 of the Notes and (ii) the Series B Notes from time to time for issue only in exchange for a like principal amount of Series A Notes, in each case upon a written order of the Company signed by one Officer, which written order shall specify (i) the amount of Notes to be authenticated, (ii) whether the Notes are Series A Notes or Series B Notes, and (iii) the amount of Notes to be issued in global form or definitive form. The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.07 hereof. The Trustee may appoint an authenticating agent acceptable to the Issuer Company to authenticate Notes. Unless limited by the term of such appointment, an 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. The Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: “This is one same rights as an Agent to deal with the Company, any Guarantor or an Affiliate of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory” (d) Each Note shall be dated and issued as of the date of its authentication by the TrusteeCompany.

Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, The Notes shall be executed on behalf of the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided hereinIssuer. The signature of each such Authorized the Officer on the Notes may be manual or facsimile. If an Authorized the Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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) valid nevertheless. No Note shall be entitled to any benefit under the this 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 below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under 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 2.12, for all purposes of this Base 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. The Trustee may appoint an one or more authenticating agent acceptable to agents, at the Issuer expense of the Issuer, to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of authentication the Issuer. Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in denominations of the Notes $2,000 and integral multiples of a Series issued under the within mentioned Indenture. UMB Bank, 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$1,000 in excess thereof.

Execution and Authentication. (a) Each Note The Notes (other than Uncertificated Notes) shall, upon issuance pursuant to Section 2.2, be executed on behalf of the Master Issuer by an Authorized Officer of the Master Issuer and delivered by the Master Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual manual, scanned or facsimile. If an Authorized Officer of the Master Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Master Issuer may deliver Notes (other than Uncertificated Notes) of any particular Series (issued pursuant to Section 2.2) executed by the Master Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery (or registration in the case of Uncertificated Notes) of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes (or register such Notes, in the case of Uncertificated Notes). (c) No Note (other than Uncertificated Notes) shall be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee by the manual signature of a Trust OfficerOfficer (and a Luxembourg agent (the “Luxembourg Agent”), if the Notes of the Series to which such Note belongs are listed on the Luxembourg Stock Exchange). Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under this Base Indenture. The Trustee may appoint an authenticating agent acceptable to the Master Issuer to authenticate Notes. 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. The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB BankCitibank, N.A., as Trustee By: Authorized Signatory”: (d) Each Note (other than Uncertificated Notes) 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 14.3) 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) Each Note shall, upon issuance pursuant to Section 2.2, be executed on behalf of One Officer shall sign the Notes for the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) valid nevertheless. 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 (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders an Issuer Request for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base IndentureIssuer Request, shall authenticate and deliver such Notes. (c) . No Note shall be entitled to any benefit under the this 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 below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under 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 2.12, for all purposes of this Base 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. The Upon prior notice to, and approval by (which approval shall not be unreasonably withheld), the Issuer, the Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: “This is one same rights as an Agent to deal with the Issuer and Affiliates of the Notes Issuer. Each Paying Agent is designated as an authenticating agent for purposes of a Series issued under the within mentioned this Indenture. UMB Bank, 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.

Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, Notes shall be executed on behalf of the Issuer Nonaffiliated Partner Trustee by an Authorized Officer manual signature of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature president, a senior vice president, a vice president, an assistant vice president, its treasurer, its secretary, an assistant secretary, an assistant treasurer or other authorized officer of each such Authorized Officer on the Notes may be manual or facsimile. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be validNonaffiliated Partner Trustee. (b) At any time and from time to time Immediately after the execution and delivery of this Base Indenturethe Notes, the Issuer may Nonaffiliated Partner Trustee shall deliver such Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer Indenture Trustee for authentication and, subject to the provisions of Section 2.10, Indenture 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 Notesthe Notes by manual signature upon written orders of Nonaffiliated Partner Trustee. Notes shall be authenticated on behalf of Indenture Trustee by any authorized officer or signatory of Indenture Trustee. (c) No A Note shall not be valid or obligatory for any purpose or entitled to any security or benefit under the Indenture or be valid for any purpose unless there appears hereunder until executed on such Note a certificate behalf of authentication substantially in the form provided for below, duly executed by the Nonaffiliated Partner Trustee by the manual signature of a Trust Officerthe officer of Nonaffiliated Partner Trustee specified in Section 2.2(a) and until authenticated on behalf of Indenture Trustee by the manual signature of the authorized officer or signatory of Indenture Trustee specified in Section 2.2(b). Such signatures on such certificate shall be conclusive evidence, and the only evidence, evidence that the such Note has been duly executed, authenticated and issued under this Base Indenture. The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. 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. The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”and any Indenture Supplement. (d) Each Note shall be dated and issued as of the date of its The authentication by Indenture Trustee of any Note issued hereunder shall not be construed as a representation or warranty by Indenture Trustee as to the Trusteevalidity or security of this Indenture or such Note, and Indenture Trustee shall in no respect be liable or answerable for the use made of such Note or the proceeds thereof.

Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed At least one Officer of each of the Issuer and the Co-Issuer shall execute the Notes on behalf of the Issuer and the Co-Issuer, as applicable, by manual, facsimile or electronic (including “.pdf”) signature. If an Authorized Officer of the Issuer and delivered by or the Issuer 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. If an Authorized Officer of the Co-Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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 . A Note shall not be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication until authenticated substantially in the form provided for belowof Exhibit A-1 or Exhibit A-2, duly executed by the Trustee as applicable, hereto, by the manual signature of a Trust Officerthe Trustee. Such signatures on such certificate The signature shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated and delivered under this Base Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuers’ Order (an “Authentication Order”), authenticate and deliver the Initial Notes in the aggregate principal amount or amounts specified in such Authentication Order. In addition, at any time, from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued or increased hereunder. The Trustee may appoint an authenticating agent (an “Authentication Agent”) acceptable to the Issuer Issuers to authenticate Notes. Unless limited by the term of such appointment, an 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. The Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: “This is one same rights as an Agent to deal with Holders or an Affiliate of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory” (d) Each Note shall be dated and issued as of the date of its authentication by the TrusteeIssuers.

Execution and Authentication. (a) Each Note The Notes shall, upon issuance issue pursuant to Section 2.2, be executed on behalf of the Issuer HVF by an Authorized Officer of the Issuer and delivered by the Issuer HVF 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. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer HVF may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer HVF 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 be entitled to any benefit under the this Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for belowherein, duly executed by the Trustee by the manual signature of a Trust OfficerOfficer (and the Luxembourg agent (the “Luxembourg Agent”), if the Notes of the Series to which such Note belongs are listed on the Luxembourg Stock Exchange). Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under this Base Indenture. The Trustee may appoint an authenticating agent acceptable to the Issuer HVF to authenticate Notes. 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. The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A.BNY MIDWEST TRUST COMPANY, 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 HVF, and HVF 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 HVF, 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. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section 2.4 if the Trustee, based on the written advice of counsel, determines that such action may not lawfully be taken.

Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, The Notes shall be executed on behalf of the Issuer Issuers by an Authorized Officer two Officers of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided hereineach Issuer. The signature of each such Authorized Officer any of these Officers on the Notes may be manual manual, facsimile, .pdf attachment or facsimileother electronically transmitted signature. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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) valid nevertheless. No Note shall be entitled to any benefit under the this 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 below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Base 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. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer Issuers to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate An authenticating agent has the same rights as an Agent to deal with the Issuers and Affiliates of authentication the Issuers. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. Table of Contents Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in denominations of the Notes $2,000 and any integral multiple of a Series issued under the within mentioned Indenture. UMB Bank, 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$1,000 in excess thereof.

Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed on behalf of the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on One or more Officers shall sign the Notes may be manual for the Company by manual, electronically or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be validvalid nevertheless. (b) A Note shall not be valid until an authorized signatory of the Trustee manually, electronically or by facsimile authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that such Note has been duly and validly authenticated and issued under this Indenture. (c) 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 (issued pursuant to Section 2.2) executed by the 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 Notesmake 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 authenticated and the date on which the original issue of Notes is to be authenticated. (cd) No Note shall be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee by the manual signature of a Trust Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under this Base Indenture. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate the Notes. Unless limited by the term terms of such appointment, an authenticating agent any such 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. The Trustee’s certificate of authentication shall be in substantially the following form: “This is one Authenticating Agent. (e) In case a Successor Company 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 Company, be exchanged for other Notes executed in the name of the Successor Company 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 Company, 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 Series issued under Successor Company pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such Successor Company, at the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory” (d) Each Note shall be dated and issued as option of the date Holders but without expense to them, shall provide for the exchange of its authentication by all Notes at the Trusteetime Outstanding for Notes authenticated and delivered in such new name.

Execution and Authentication. (a) Each Note The Notes (other than Uncertificated Notes) shall, upon issuance pursuant to Section 2.2, be executed on behalf of the Master Issuer by an Authorized Officer of the Master Issuer and delivered by the Master Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual manual, scanned, electronic or facsimile. If an Authorized Officer of the Master Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Master Issuer may deliver Notes (other than Uncertificated Notes) of any particular Series (issued pursuant to Section 2.2) executed by the Master Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery (or registration, in the case of Uncertificated Notes) of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes (or register such Notes, in the case of Uncertificated Notes). (c) No Note (other than Uncertificated Notes) shall be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee by the manual manual, scanned, facsimile or electronic signature of a Trust Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under this Base Indenture. The Trustee may appoint an authenticating agent acceptable to the Master Issuer to authenticate Notes. 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. The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB BankCitibank, N.A., as Trustee By: Authorized Signatory” (d) Each Note (other than Uncertificated Notes) 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 Control Party (which need not comply with Section 14.3) 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) Each Note shall, upon issuance pursuant to Section 2.2, The Notes shall be executed on behalf of the Issuer Company by an Authorized Officer its Chairman of the Issuer and delivered Board, one of its Vice Chairmen, its President or one of its Vice Presidents, under its corporate seal reproduced thereon attested by the Issuer to the Trustee for authentication and redelivery as provided hereinits Secretary or one of its Assistant Secretaries. The signature of each any such Authorized Officer officer on the Notes may be manual or facsimile. If an Authorized Officer of the Issuer Company whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid. (b) . Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth in Exhibit A hereto, manually executed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate of authentication executed by the Trustee upon any Note executed by the Company shall be conclusive evidence that the Note so authenticated has been duly authenticated and made available for delivery hereunder. At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer Company may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer Company to the Trustee for authentication, together with one or more Company Orders a request for the authentication and delivery of such NotesNotes signed by an Officer of the Company, and the Trustee, in accordance with such Company Order and this Base Indenturerequest, shall authenticate and deliver such Notes as provided in this Indenture. The Trustee shall authenticate (i) Original Notes for original issue in the aggregate principal amount not to exceed $175,000,000, and (ii) Exchange Notes issued, either (x) in the Exchange Offer for the Original Notes pursuant to the Exchange Offer Registration Statement filed with the Commission from time to time, for issue only in exchange for a like principal amount of Original Notes or (y) in the Private Exchange, for issue only in exchange for a like principal amount of Original Notes. (c) No Note shall be entitled to any benefit under , in each case, upon written order of the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially Company in the form provided for below, duly executed by the Trustee by the manual signature of a Trust Officeran Officers' Certificate. Such signatures Officers' Certificate shall specify the amount of Notes to be authenticated and the date on such certificate which the Notes are to be authenticated, whether the Notes are to be Original Notes or Exchange Notes and whether the Notes are to be Definitive Notes or Global Notes. Except as contemplated by Section 2.07 hereof, the aggregate principal amount of Notes outstanding at any time may not exceed $175,000,000. Notwithstanding the foregoing, all Notes issued under this Indenture shall vote and consent together on all matter as one class and no series of Notes will have the right to vote or consent as a separate class on any matter. The Notes shall be conclusive evidenceissuable in fully registered form only, without coupons, in denominations of $1,000 and the only evidence, that the Note has been duly authenticated under this Base Indentureany integral multiple thereof. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Unless limited by the term of such appointment, an 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 same rights as an Agent to deal with the Company or an Affiliate of the Company. The Trustee’s certificate Trustee shall not be liable for any act or failure to act of authentication the authenticating agent to perform any duty either required herein or authorized herein to be performed by such person in accordance with this Indenture. Each authenticating agent shall be acceptable to the Company and otherwise comply in substantially all respects with the following form: “This is one eligibility requirements of the Notes of a Series issued under the within mentioned Trustee contained in this Indenture. UMB Bank, 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.

Execution and Authentication. Two Officers shall sign, or one Officer shall sign and one Officer (a) Each Note each of whom shall, upon issuance pursuant to Section 2.2in each case, be executed on behalf of the Issuer have been duly authorized by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on all requisite corporate actions) shall attest to, the Notes may be for the Issuers by manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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) valid nevertheless. No Note shall be entitled to any benefit under the this 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 below, duly herein executed by the Trustee by the manual signature of a Trust Responsible Officer. Such signatures on , and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Base 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. The Trustee may appoint an authenticating agent acceptable to the Issuer Issuers to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the 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 same rights as an Agent to deal with the Issuers and Affiliates of the Issuers. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Trustee’s certificate of authentication Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in minimum denominations of the Notes $2,000 and integral multiples of a Series issued under the within mentioned Indenture. UMB Bank, 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$1,000 in excess thereof.

Execution and Authentication. Two Officers shall sign, or one Officer shall sign and one Officer (a) Each Note each of whom shall, upon issuance pursuant to Section 2.2in each case, be executed on behalf of have been duly authorized by all requisite corporate actions) shall attest to, the Notes for the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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) valid nevertheless. No Note shall be entitled to any benefit under the this 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 below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under 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 2.12, for all purposes of this Base 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. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, 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.the

Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed At least one Officer shall execute the Notes on behalf of the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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 . A Note shall not be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication until authenticated substantially in the form provided for below, duly executed by the Trustee of Exhibit A by the manual signature of a Trust Officerthe Trustee. Such signatures on such certificate The signature shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated and delivered under this Base Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate Notes. Unless limited by the term of such appointment, an 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. The Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: “This is one same rights as an Agent to deal with Holders or an Affiliate of the Issuer. The Trustee shall have the right to decline to authenticate and deliver any Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory” if (da) Each Note shall be dated and issued as of the date of its authentication by 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) Each Note shall, upon issuance pursuant to Section 2.2, be executed on behalf of the Issuer by an Authorized One Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on shall sign the Notes may be for the Company by manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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) valid nevertheless. No Note shall be entitled to any benefit under the this 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 below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under 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 2.12, 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 Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the 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 same rights as an Agent to deal with the Company and Affiliates of the Company. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Trustee’s certificate of authentication Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in denominations of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory” (d) Each Note shall be dated $1,000 and issued as of the date of its authentication by the Trusteeany integral multiple thereof.

Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, The Notes of each series shall be executed on behalf of the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided hereinIssuer. The signature of each such Authorized the Officer on the Notes may be manual manual, electronic, facsimile or facsimilePDF transmission. If an Authorized the Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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) valid nevertheless. No Note shall be entitled to any benefit under the this 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 below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under 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 2.12, for all purposes of this Base 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. The Trustee may appoint an one or more authenticating agent acceptable to agents, at the Issuer expense of the Issuer, to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of authentication the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in denominations of the Notes $2,000 and any integral multiple of a Series issued under the within mentioned Indenture. UMB Bank, 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$1,000 in excess thereof.

Execution and Authentication. (a) Each Note The Notes shall, upon issuance pursuant to Section 2.2, be executed on behalf of the Issuer Co-Issuers by an Authorized Officer of the each Co-Issuer and delivered by the Issuer 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. If an Authorized Officer of the any Co-Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer Co-Issuers may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer 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 be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee by the manual signature of a Trust OfficerOfficer (and the Luxembourg agent (the “Luxembourg Agent”), if the Notes of the Series to which such Note belongs are listed on the Luxembourg Stock Exchange). Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under this Base Indenture. The Trustee may appoint an authenticating agent acceptable to the Issuer Co-Issuers to authenticate Notes. 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. The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB BankCitibank, 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) Each Note The Notes shall, upon issuance pursuant to Section 2.2, be executed on behalf of the Master Issuer by an Authorized Officer of the Master Issuer and delivered by the Master Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual manual, scanned or facsimile. If an Authorized Officer of the Master Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Master Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) 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 be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee by the manual signature of a Trust Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under this Base Indenture. The Trustee may appoint an authenticating agent acceptable to the Master Issuer to authenticate Notes. 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. The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB BankCitibank, 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 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 14.3) 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. Two Officers shall sign, or one Officer shall sign and one Officer (a) Each Note each of whom shall, upon issuance pursuant to Section 2.2in each case, be executed on behalf of the Issuer have been duly authorized by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on all requisite corporate actions) shall attest to, the Notes may be for the Issuers by manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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) valid nevertheless. No Note shall be entitled to any benefit under the this 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 below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Base 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. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating authenti- cating agent may authenticate the 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 same rights as an Agent to deal with the Issuers and Affiliates of the Issuers. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Trustee’s certificate of authentication Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in denominations of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory” (d) Each Note shall be dated $1,000 and issued as of the date of its authentication by the Trusteeany integral multiple thereof.

Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed on behalf of One Officer shall sign the Issuer Notes for the Company by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided hereinmanual or facsimile signature. The signature of each such Authorized Officer Company's seal shall be reproduced on the Notes and may be manual or facsimilein facsimile form. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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 . A Note shall be entitled to any benefit under the Indenture or not be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee until authenticated by the manual signature of a Trust Officerthe Trustee. Such signatures on such certificate signature shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated under this Base Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibit A-1 or Exhibit A-2 hereto. The Trustee shall authenticate (i) the Series C Notes for original issue up to the aggregate principal amount stated in paragraph 4 of the Notes and (ii) the Series D Notes from time to time for issue only in exchange for a like principal amount of Series C Notes, in each case upon a written order of the Company signed by one Officer, which written order shall specify (i) the amount of Notes to be authenticated, (ii) whether the Notes are Series C Notes or Series D Notes, and (iii) the amount of Notes to be issued in global form or definitive form. The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.07 hereof. The Trustee may appoint an authenticating agent acceptable to the Issuer Company to authenticate Notes. Unless limited by the term of such appointment, an 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. The Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: “This is one same rights as an Agent to deal with the Company, any Guarantor or an Affiliate of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory” (d) Each Note shall be dated and issued as of the date of its authentication by the TrusteeCompany.

Execution and Authentication. (a) Each Note The Notes shall, upon issuance issue pursuant to Section 2.2, be executed by manual, electronically scanned or facsimile signature on behalf of the Issuer CPF by an Authorized Officer of the Issuer and delivered by the Issuer CPF 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. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer CPF may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer CPF 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 be entitled to any benefit under the this Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for belowherein, duly executed by the Trustee by the manual signature of a Trust Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under this Base Indenture. The Trustee may appoint an authenticating agent acceptable to the Issuer CPF to authenticate Notes. 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. The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB BankTHE BANK OF NEW YORK MELLON TRUST COMPANY, 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 CPF, and CPF shall deliver such Note to the Trustee for cancellation as provided in Section 2.12 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 CPF, 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) Each Note shall, upon In connection with their issuance pursuant to Section 2.2, the Notes shall be executed on behalf of the Issuer Issuers by an Authorized Officer of the Issuer Issuers and delivered by the Issuer 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. If an Authorized Officer of the Issuer Issuers whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer Issuers may deliver Notes of any particular Series (issued pursuant to Section 2.2) 2.2 executed by the Issuer 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 Order, this Base IndentureIndenture and the applicable Series Supplement, shall authenticate and deliver such Notes. (c) No Note shall be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee by the manual signature of a Trust Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under this Base Indenture. The Trustee may appoint an authenticating agent acceptable to the Issuer Issuers to authenticate Notes. 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. The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Notes of a Series of Notes issued under the within mentioned Indenture. UMB Bank, N.A.Deutsche Bank Trust Company Americas, as Trustee By: Authorized Signatory” (d) Each Note shall be dated and issued as of the date of its authentication by the Trustee. (e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers shall deliver such Note to the Trustee for cancellation as provided in Section 2.14 together with a written statement to the Trustee and the Back-Up Manager (which need not comply with Section 14.2) stating that such Note has never been issued and sold by the Issuers, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.

Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, The Notes shall be executed on behalf of the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided hereinIssuer. The signature of each such Authorized the Officer on the Notes may be manual manual, electronic or facsimile. If an Authorized the Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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) valid nevertheless. No Note shall be entitled to any benefit under the this 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 below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under 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 2.12, for all purposes of this Base 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. The Trustee may appoint an one or more authenticating agent acceptable to agents, at the Issuer expense of the Issuer, to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of authentication the Issuer. Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in denominations of the Notes $2,000 and integral multiples of a Series issued under the within mentioned Indenture. UMB Bank, 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$1,000 in excess thereof.

Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed on behalf A member of the Issuer by an Authorized Officer Board of Directors and a member of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on Supervisory Committee shall sign the Notes may be for the Company by manual or facsimilefacsimile signature. If an Authorized Officer a member of the Issuer Board of Directors and/or a member of the Supervisory Committee whose signature is on a Note no longer holds that office position at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be validvalid nevertheless. (b) A Note shall not be valid until an authorized signatory of the Trustee manually authenticates the Note. The signature of the Trustee on the certificate of authentication on a Note shall be conclusive evidence that such Note has been duly and validly authenticated and issued under this Indenture. (c) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer Company may deliver one or more Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer Company to the Trustee for authentication, authentication together with one or more Company Orders for the authentication and delivery of such Notesapplicable documents referred to below in this Section 2.2, and the Trustee, in accordance with such Company Order and this Base Indenture, Trustee shall thereafter authenticate and deliver such Notes to or upon the order of the Company (contained in the Company Order referred to below) or pursuant to such procedures as may be specified from time to time by a Company Order. Such Company Order may be transmitted via facsimile (with the original to be delivered by mail) and may provide written instructions or provide for further instructions from the Company as to the form and terms of such Notes. (c) No Note . 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: (i) a company order requesting such authentication setting forth instructions as to delivery (if the Notes are not to be delivered to the Company) and completion of any benefit under the Indenture or be valid for any purpose unless there appears on terms not set forth in such Note a certificate of authentication substantially in the form provided for below, duly Notes as executed by the Trustee Company or setting forth procedures as to such completion and delivery (the “Company Order”); (ii) any resolutions of the Board of Directors and an Officers’ Certificate; (iii) to the extent the form and terms of such Notes are determined pursuant to (and are not set forth in) resolutions of the Board of Directors, an Officers’ Certificate, prepared in accordance with Section 10.2, either setting forth the form and terms of the Notes; and (iv) an Opinion of Counsel, prepared in accordance with Section 10.2, from Argentine Counsel and New York Counsel which shall state (a) that the form and terms of such Notes have been or will, when established in compliance with procedures therein described, be duly authorized and established in conformity with the provisions of this Indenture; and (b) that such Notes, when authenticated and delivered by the manual signature Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of a Trust Officer. Such signatures on Counsel, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with and subject to such certificate matters as counsel may therein specify. (d) The Trustee shall be conclusive evidencehave the right to decline to authenticate and deliver any Notes under this Section 2.2 if the Trustee, (x) being advised by counsel, and after having consulted with counsel to the only evidenceCompany, determines that such action may not lawfully be taken, (y) acting in good faith through its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Note has been duly authenticated under this Base Indenture. Trustee to personal liability or (z) determines that such action will affect its rights, duties, obligations or immunities hereunder in a manner not reasonably acceptable to it. (e) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate the Notes. Unless limited by the term terms of such appointment, an authenticating agent any such 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. The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory” (d) Each Note shall be dated and issued as of the date of its authentication by the TrusteeAuthenticating Agent.

Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed At least one Officer of each of the Issuer and the Co-Issuer shall execute the Notes on behalf of the Issuer and the Co-Issuer, as applicable, by manual, facsimile or electronic (including “.pdf”) signature. If an Authorized Officer of the Issuer and delivered by or the Issuer 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. If an Authorized Officer of the Co-Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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 . A Note shall not be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication until authenticated substantially in the form provided for belowof Exhibit A hereto, duly executed by the Trustee by the manual signature of a Trust Officerthe Trustee. Such signatures on such certificate The signature shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated and delivered under this Base Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuers’ Order (an “Authentication Order”), authenticate and deliver the Initial Notes in the aggregate principal amount or amounts specified in such Authentication Order. In addition, at any time, from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes or Exchange Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes or Exchange Notes issued or increased hereunder. The Trustee may appoint an authenticating agent (an “Authentication Agent”) acceptable to the Issuer Issuers to authenticate Notes. Unless limited by the term of such appointment, an 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. The Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: “This is one same rights as an Agent to deal with Holders or an Affiliate of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory” (d) Each Note shall be dated and issued as of the date of its authentication by the TrusteeIssuers.

Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, The Notes shall be executed on behalf of the Issuer Company by an Authorized Officer two Officers of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided hereinCompany . The signature of each such Authorized Officer any of these Officers on the Notes may be manual or facsimile. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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) valid nevertheless. No Note shall be entitled to any benefit under the this 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 below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under 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 2.12, for all purposes of this Base 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. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer Company to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of authentication the Company. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in denominations of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory” (d) Each Note shall be dated $1,000 and issued as of the date of its authentication by the Trusteeany integral multiple thereof.

Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, The Notes shall be executed signed on behalf of the Issuer Company by an Authorized Officer one of its Officers. Signatures may be in the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided hereinform of a manual or facsimile signature. The Company may use the facsimile signature of each such Authorized any Person who shall have been an Officer on (at the Notes may be manual or facsimile. If an Authorized Officer time of execution), notwithstanding the Issuer whose signature is on a Note no longer holds fact that office at the time the Note is authenticatedNotes shall be authenticated and delivered or disposed of such Person shall have ceased to be such an officer of the Company. The Notes may contain such notations, the legends or endorsements required by law, stock exchange rule or usage. A Note shall nevertheless not be valid. (b) valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer Company may deliver Notes of any particular Series (issued pursuant to Section 2.2including Additional Notes) executed by the Issuer Company to the Trustee for authentication, together with one or more a written order of the Company Orders for the authentication and delivery of such Notes, signed by an Officer, and the Trustee, Trustee in accordance with such Company Order and this Base Indenture, written order shall authenticate and deliver such Notes. (c) No Note . Upon the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Notes under this Indenture, the Trustee shall be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for belowwith, duly executed by the Trustee by the manual signature of a Trust Officer. Such signatures on such certificate and shall be conclusive evidencefully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the only evidenceexecution, that authentication and delivery of such Notes are in conformity with the Note has been duly authenticated under provisions of this Base Indenture. The Trustee may appoint an authenticating agent shall not be required to authenticate such Notes if the issue of such Notes pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner that is not reasonably acceptable to the Issuer to authenticate Notes. 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. The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, 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.

Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed Two Officers shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimileCompany. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the . The Trustee, in accordance with such Company Order and this Base Indentureat the expense of the Company, shall authenticate and deliver such Notes. (c) No Note shall be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee by the manual signature of a Trust Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under this Base Indenture. The Trustee may appoint an authenticating agent acceptable to (the Issuer "Authenticating Agent") to authenticate Notes. Unless limited by the term of such appointment, an authenticating agent The 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 agentAuthenticating Agent. The Trustee’s A Note shall not be valid until the Trustee or Authenticating Agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. In authenticating the Notes, the Trustee shall be entitled to receive prior to the first authentication of any Notes and (subject to Article 7) shall be fully protected in substantially relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution by or pursuant to which the following form: “This is one form and terms of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory”were established; (db) Each Note an Officers' Certificate setting forth the form and terms of the Notes, stating that the form and terms of the Notes have been, or will be when established in accordance with such procedures as shall be dated referred to therein, established in compliance with this Indenture; and (c) an Opinion of Counsel in form and issued as of the date of its authentication by substance reasonably satisfactory to the Trustee.

Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, The Notes shall be executed on behalf of the Issuer by an Authorized Officer two Officers of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided hereinIssuer. The signature of each such Authorized Officer any of these Officers on the Notes may be manual or facsimile. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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) valid nevertheless. No Note shall be entitled to any benefit under the this 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 below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under 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 2.12, for all purposes of this Base 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. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of authentication the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in denominations of the Notes $2,000 and any integral multiple of a Series issued under the within mentioned Indenture. UMB Bank, 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$1,000 in excess thereof.

Execution and Authentication. (a) Each Note shallTwo Officers of each Issuer, upon issuance pursuant to Section 2.2, one of whom shall be executed on behalf the Chairman of the Issuer by an Authorized Board, the President, the Chief Executive Officer of or the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on Chief Financial Officer, shall sign the Notes may be for the Issuers by manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be validvalid nevertheless. (b) A Note shall not be valid until an authorized signatory of the Trustee manually authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that such Note has been duly and validly authenticated and issued under this Indenture. (c) 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 (issued pursuant to Section 2.2) executed by the 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 Notesmake available for delivery: Notes upon a written order of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of each Issuer (the "Issuer Order"). An Issuer Order shall specify the amount of the ------------ Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. (cd) No Note shall be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee by the manual signature of a Trust Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under this Base Indenture. The Trustee may appoint an authenticating agent (the "Authenticating Agent") -------------------- reasonably acceptable to the Issuer Issuers to authenticate the Notes. Unless limited by the term terms of such appointment, an authenticating agent any such 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. The Trustee’s certificate of authentication the Authenticating Agent. (e) In case the Company: (i) shall be in consolidated with or merged into any other Person, (ii) or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the following form: “This is one Successor Company resulting from such consolidation, or surviving such merger, or which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have 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 Company, be exchanged for other Notes executed in the name of the Successor Company 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 Company, 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 Series issued under Successor Company pursuant to this Section 2.2 in exchange or substitution for or upon registration of ----------- transfer of any Notes, such Successor Company, at the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory” (d) Each Note shall be dated and issued as option of the date Holders but without expense to them, shall provide for the exchange of its authentication by all Notes at the Trusteetime outstanding for Notes authenticated and delivered in such new name.

Execution and Authentication. (a) Each Note The Notes shall, upon issuance pursuant to Section 2.2, be executed on behalf of the Issuereach Co-Issuer by an Authorized Officer of the Issuersuch Co-Issuer and delivered by the Issuer IssuerCo-Issuers to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer OfficerOfficers on the Notes may be manual or facsimile. If an Authorized Officer of the Issuera Co-Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer IssuerCo-Issuers may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer IssuerCo-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 be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee by the manual manual, facsimile, or electronic signature of a Trust OfficerOfficer (and the Luxembourg agent (the “Luxembourg Agent”) if applicable, if the Notes of the Series to which such Note belongs are listed on the Luxembourg Stock Exchange). Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under this Base Indenture. The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. 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. The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB BankCITIBANK, N.A., as Trustee By: Name: Title: 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 IssuerCo-Issuers, and a Co-Issuer (or the IssuerCo-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 IssuerCo-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) Each Note shallTwo Officers, upon issuance pursuant to Section 2.2, one of whom shall be executed on behalf the Chairman of the Issuer by an Authorized Board, the President, the Chief Executive Officer or the Chief Financial Officer of the Issuer and delivered Company, shall sign the Debentures for the Company by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note Debenture no longer holds that office at the time the Note is authenticatedTrustee authenticates the Debenture, the Note Debenture shall nevertheless be validvalid nevertheless. (b) A Debenture shall not be valid until an authorized signatory of the Trustee authenticates the Debenture. The signature of the Trustee on a Debenture shall be conclusive evidence that such Debenture has been duly and validly authenticated and issued under this Indenture. The form of Trustee's certificate of authentication to be borne by the Debentures shall be substantially as set forth in Exhibit A hereto. (c) 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 (issued pursuant to Section 2.2) executed by the 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. make available for delivery Debentures for original issue on the Issue Date in an aggregate principal amount not to exceed $[ ], upon a written order of the Company signed by two Officers of the Company (c) No Note shall be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee by the manual signature of a Trust Officer"Company Order"). Such signatures on such certificate Company Order shall specify the amount of the Debentures to be conclusive evidence, authenticated and the only evidencedate on which the original issue of Debentures is to be authenticated. Except as expressly set forth in Article IV, that the Note has been duly authenticated all Debentures issued under this Base Indenture. The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. 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. The Trustee’s certificate of authentication shall be in substantially the following form: “This is vote and consent together on all matters as one of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory” (d) Each Note shall be dated and issued as of the date of its authentication by the Trusteeclass.

Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed At least one Officer shall execute the Notes on behalf of the Issuer by an Authorized Officer each of the Issuer and delivered Issuers by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual manual, facsimile or facsimileelectronic (including, but not limited to, “.pdf”) signature. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the 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 by the manual or electronic signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer Issuers may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer Issuers to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery and the Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver the Notes of any series for an aggregate principal amount specified in such Authentication Order for such Notes. In authenticating such Notes, and accepting the Trusteeadditional responsibilities under this Indenture in relation to such Notes, in accordance with such Company Order and this Base Indenturethe Trustee shall receive, and, subject to Section 7.01, shall authenticate be fully protected in relying upon: (a) (x) if the terms and deliver form of such NotesNotes are established by action taken pursuant to a resolution or resolutions of the Board of the Issuers, a copy of the appropriate record of such action, certified by the Secretary or an Assistant Secretary of the Issuers, and (y) if the terms and form of such Notes are established by an Officer’s Certificate pursuant to general authorization of the Board of the Issuers, such Officer’s Certificate; and/or (b) a copy of the executed supplemental indenture. (c) No Note an Officer’s Certificate delivered in accordance with Sections 13.04 and 13.05; and (d) an Opinion of Counsel, delivered in accordance with Sections 13.04 and 13.05, and which shall be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in also state: (1) that the form provided for belowof such Notes has been established by an Officer’s Certificate or supplemental indenture or pursuant to resolutions of the Issuers’ Boards in accordance with Section 2.01 of the Base Indenture and in conformity with the Base Indenture; (2) that the terms of such Notes have been established in accordance with Section 2.01 of the Base Indenture and in conformity with the other provisions of the Base Indenture; and (3) that such Notes, duly executed when authenticated and delivered by the Trustee and issued by the manual signature Issuers in the manner and subject to any conditions specified in such Opinion of a Trust Officer. Such signatures on such certificate shall be conclusive evidenceCounsel, will constitute valid and the only evidencelegally binding obligations of each Issuer, that the Note has been duly authenticated under this Base Indentureenforceable in accordance with their terms, subject to customary exceptions, limitations, qualifications and other assumptions. The Trustee may appoint an authenticating agent acceptable to the Issuer Issuers to authenticate Notes. Unless limited by the term of such appointment, an 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. The Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: “This is one same rights as an Agent to deal with Holders or an Affiliate of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory” (d) Each Note shall be dated and issued as of the date of its authentication by the TrusteeIssuers.

Execution and Authentication. An Officer shall sign (awho shall have been duly authorized by all requisite corporate actions) Each Note shall, upon issuance pursuant to Section 2.2, be executed on behalf of the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be for the Company by manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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) valid nevertheless. No Note shall be entitled to any benefit under the this 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 below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under 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 2.12, for all purposes of this Base 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. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the 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 same rights as an Agent to deal with the Company and Affiliates of the Company. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Trustee’s certificate of authentication Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in denominations of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory” (d) Each Note shall be dated $1,000 and issued as of the date of its authentication by the Trusteeany integral multiple thereof.

Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed The chief executive officer of the Company shall execute the Notes on behalf of the Issuer Company by an Authorized Officer of the Issuer and delivered by the Issuer 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. facsimile signature. (b) If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the a Note is authenticatedauthenticated by the Trustee, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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 A Note shall be entitled to any benefit under the Indenture or not be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee until authenticated by the manual signature of a Trust Officerthe Trustee. Such signatures on such certificate The signature shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated under this Base Indenture. . (d) The Trustee shall, upon receipt of a written order of the Company signed by an Officer (an “Authentication Order”), authenticate (i) one Global Note evidencing Notes for issuance on the Issue Date in the aggregate principal amount of $50,000,000 and (ii) any other Notes that have been executed by the Company in order to effect any registration of transfer or exchange in accordance with the provisions of Section 2.06. (e) The Trustee and the Registrar shall each have the right to decline to authenticate and deliver any Notes under this Indenture (i) unless and until it receives an Authentication Order from the Company; or (ii) if the Trustee or Registrar determines that such action would expose to Trustee or Registrar to personal liability, unless indemnity and/or security satisfactory to such Person against such liability is provided to it. (f) The Trustee may appoint an authenticating agent acceptable to the Issuer Company to authenticate Notes. Unless limited by the term of otherwise provided in 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. The Trustee’s certificate agent and any such agent shall have the benefit of all rights and indemnities available to the Trustee in respect of the authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under hereunder. An authenticating agent shall have the within mentioned Indenture. UMB Banksame rights as the Trustee to deal with Holders, N.A., as Trustee By: Authorized Signatory” (d) Each Note shall be dated and issued as the Company or an Affiliate of the date of its authentication by the TrusteeCompany.

Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed on behalf of An Officer shall sign the Issuer Securities for the Company by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note Security no longer holds that office at the time the Note a Security is authenticated, the Note Security shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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, . A Security shall authenticate and deliver such Notes. (c) No Note shall be entitled to any benefit under the Indenture or not be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee until authenticated by the manual signature of a Trust Officerthe Trustee. Such signatures on such certificate The signature shall be conclusive evidence, and the only evidence, evidence that the Note Security has been duly authenticated under this Base Indenture. Securities shall be dated the date of their authentication. The Trustee shall, upon a written order of the 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 stated in the Authentication Order. The Trustee may appoint an authenticating agent acceptable to the Issuer Company to authenticate NotesSecurities. Unless limited by the term of such appointment, an An authenticating agent may authenticate Notes Securities whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of authentication the Company. 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 in substantially deemed never to have been authenticated and delivered hereunder and shall not be entitled to the following form: “This is one benefits of the Notes of a Series issued under the within mentioned this Indenture. UMB Bank, 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.

Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed Two Officers of the Issuer shall execute the Notes on behalf of the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided hereinmanual or facsimile signature. The signature of each such Authorized Officer Issuer's seal may but need not be impressed, affixed, imprinted or reproduced on the Notes may be manual or facsimile. Notes. (b) If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticatedauthenticated or at any time thereafter, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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 Notesvalid nevertheless. (c) No A Note shall be entitled to any benefit under the Indenture or not be valid for any purpose unless there appears on such Note a until an authorized signatory of the Trustee manually signs the certificate of authentication substantially in on the form provided for below, duly executed by the Trustee by the manual signature of a Trust OfficerNote. Such signatures on such certificate signature shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated under this Base Indenture. (d) The Trustee shall authenticate Notes on the Issue Date in an aggregate principal amount of [e]270.0 million, upon receipt of an Issuer Request signed by two Officers of the Issuer directing the Trustee 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 Trustee shall authenticate Additional Notes upon receipt of an Authentication Order relating thereto. (e) The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. Unless limited by the term terms 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. The Trustee’s certificate of authentication Such authenticating agent shall be have the same rights as the Trustee in substantially any dealings hereunder with the following form: “This is one Issuer or with any of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory” (d) Each Note shall be dated and issued as of the date of its authentication by the TrusteeIssuer's Affiliates.

Execution and Authentication. An officer of each Issuer (a) Each Note who shall, upon issuance pursuant to Section 2.2in each case, be executed on behalf of the Issuer have been duly authorized by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on all requisite corporate actions) shall sign the Notes may be for the Issuers by manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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) valid nevertheless. No Note shall be entitled to any benefit under the this 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 below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on an authorized officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Base 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. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the 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 same rights as an Agent to deal with the Issuers and Affiliates of the Issuers. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Trustee’s certificate of authentication Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in minimum denominations of the Notes $2,000 and integral multiples of a Series issued under the within mentioned Indenture. UMB Bank, 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$1,000.

Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, The Notes shall be executed on behalf of the Issuer by an Authorized Officer its Chairman of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided hereinBoard, Chief Executive Officer, Chief Financial Officer, President or any Vice President. The signature of each such Authorized Officer any of these officers on the Notes may be manual or facsimile. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. valid nevertheless. On the Issue Date, the Trustee shall, upon receipt of a written order of the Issuer signed by an Officer (b) At an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and time, from time to time after the execution and delivery of this Base Indenturetime, the Issuer Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes. Such Authentication Order shall specify the amount of the Notes to be authenticated. The Trustee may deliver Notes of any particular Series (issued pursuant appoint an authenticating agent acceptable to Section 2.2) executed by the Issuer to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee for authentication, together 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 one Holders or more Company Orders for an Affiliate of 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) Issuer. No Note shall be entitled to any benefit under the this 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 belowin Exhibit A attached hereto, duly executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under this Base Indenture. The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. 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. The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory” (d) Each Note shall be dated and issued as of the date of its authentication by the Trusteedelivered hereunder.

Execution and Authentication. Two Officers shall sign, or one Officer shall sign and one Officer (a) Each Note each of whom shall, upon issuance pursuant to Section 2.2in each case, be executed on behalf of the Issuer have been duly authorized by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on all requisite corporate actions) shall attest to, the Notes may be for the Issuers by manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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) valid nevertheless. No Note shall be entitled to any benefit under the this 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 below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on an authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Base 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. The Trustee may appoint an authenticating agent acceptable to the Issuer Issuers to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the 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 same rights as an Agent to deal with the Issuers and Affiliates of the Issuers. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Trustee’s certificate of authentication Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in minimum denominations of the Notes $1,000 and integral multiples of a Series issued under the within mentioned Indenture. UMB Bank, 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$1.00 in excess thereof.

Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed on behalf A member of the Issuer by an Authorized Officer Board of Directors and a member of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on Supervisory Committee shall sign the Notes may be for the Bank by manual or facsimilefacsimile signature. If an Authorized Officer a member of the Issuer Board of Directors and/or a member of the Supervisory Committee whose signature is on a Note no longer holds that office position at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be validvalid nevertheless. (b) A Note shall not be valid until an authorized signatory of the Trustee manually authenticates the Note. The signature of the Trustee on the certificate of authentication on a Note shall be conclusive evidence that such Note has been duly and validly authenticated and issued under this Indenture. (c) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer Bank may deliver one or more Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer Bank to the Trustee for authentication, authentication together with one or more Company Orders for the authentication and delivery of such Notesapplicable documents referred to below in this Section 2.2, and the Trustee, in accordance with such Company Order and this Base Indenture, Trustee shall thereafter authenticate and deliver such Notes to or upon the order of the Bank (contained in the Bank Order referred to below) or pursuant to such procedures as may be specified from time to time by a Bank Order. Such Bank Order may be transmitted via facsimile (with the original to be delivered by mail) and may provide written instructions or provide for further instructions from the Bank as to the form and terms of such Notes. (c) No Note . 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: (i) a company order requesting such authentication setting forth instructions as to delivery (if the Notes are not to be delivered to the Bank) and completion of any benefit under the Indenture or be valid for any purpose unless there appears on terms not set forth in such Note a certificate of authentication substantially in the form provided for below, duly Notes as executed by the Trustee Bank or setting forth procedures as to such completion and delivery (the “Bank Order”); (ii) any resolutions of the Board of Directors and an Officers’ Certificate; (iii) to the extent the form and terms of such Notes are determined pursuant to (and are not set forth in) resolutions of the Board of Directors, an Officers’ Certificate, prepared in accordance with Section 10.2, either setting forth the form and terms of the Notes; and (iv) an Opinion of Counsel, prepared in accordance with Section 10.2, from Argentine counsel and New York counsel which shall state (a) that the form and terms of such Notes have been or will, when established in compliance with procedures therein described, be duly authorized and established in conformity with the provisions of this Indenture; and (b) that such Notes, when authenticated and delivered by the manual signature Trustee and issued by the Bank in the manner and subject to any conditions specified in such Opinion of a Trust Officer. Such signatures on Counsel, will constitute valid and binding obligations of the Bank, enforceable against the Bank in accordance with and subject to such certificate matters as counsel may therein specify. (d) The Trustee shall be conclusive evidencehave the right to decline to authenticate and deliver any Notes under this Section 2.2 if the Trustee, (x) being advised by counsel, and after having consulted with counsel to the only evidenceBank, determines that such action may not lawfully be taken, (y) acting in good faith through its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Note has been duly authenticated under this Base Indenture. Trustee to personal liability or (z) determines that such action will affect its rights, duties, obligations or immunities hereunder in a manner not reasonably acceptable to it. (e) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer Bank to authenticate the Notes. Unless limited by the term terms of such appointment, an authenticating agent any such 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. The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory” (d) Each Note shall be dated and issued as of the date of its authentication by the TrusteeAuthenticating Agent.

Execution and Authentication. (a) Each Note A new Series of Notes or Additional Notes of an existing Series, Class, Subclass or Tranche of Notes shall, upon issuance pursuant to Section 2.2, be executed on behalf of the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer 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. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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 be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee by the manual signature of a Trust Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under this Base Indenture. The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. 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. The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB BankCITIBANK, N.A., as Trustee By: Name: Title: 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 Issuer, and the 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 14.3) 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) Each Note shallAt least one Officer of the Escrow Issuer or, upon issuance pursuant to Section 2.2from and after the Escrow Release Date, be executed each Issuer shall execute the Notes on behalf of the Escrow Issuer or, from and after the Escrow Release Date, each Issuer, as applicable, by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual manual, electronic or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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 . A Note shall not be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication until authenticated substantially in the form provided for belowof Exhibit A hereto, duly executed by as the Trustee case may be, by the manual signature of a Trust Officerthe Trustee. Such signatures on such certificate The signature shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated and delivered under this Base Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuer Order to authenticate (an “Authentication Order”) the Initial Notes, authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall, upon receipt of a Board Resolution and an Authentication Order, authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. Such Authentication Order shall specify the amount of the Notes to be authenticated and, in case of any issuance of Additional Notes pursuant to Section 2.01, shall certify that such issuance is in compliance with Section 4.09. The Trustee may appoint an authenticating agent acceptable to the Issuer Issuers to authenticate Notes. Unless limited by the term of such appointment, an 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. The Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: “This is one same rights as an Agent to deal with Holders or an Affiliate of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory” (d) Each Note shall be dated and issued as of the date of its authentication by the TrusteeIssuer.

Execution and Authentication. One (a1) Each Note shallOfficer shall sign the Global Certificate for the Company by manual or facsimile signature. The Company has furnished together with the delivery of this Indenture, upon issuance pursuant and from time to Section 2.2time thereafter may furnish, be executed on behalf a certificate identifying and certifying the incumbency and specimen (or facsimile) signatures of the Issuer by an Authorized Officer Officers. The Trustee and the Agents shall be entitled to conclusively rely on the last certificate delivered to it for the purposes of determining the Issuer and delivered authorized Officers, unless otherwise notified by the Issuer to Company through the Trustee for authentication and redelivery as provided herein. The signature issuance of each such Authorized Officer on an amendment certificate setting forth the Notes may be manual specimen (or facsimile) signatures of authorized Officers. If an Authorized Officer of the Issuer whose signature is on a Note Bond no longer holds that office at the time the Note Bond is authenticated, the Note Bond shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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, . The Global Certificate shall authenticate and deliver such Notes. (c) No Note shall be entitled to any benefit under the Indenture or not be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee until authenticated by the manual signature of a Trust Officerthe Trustee. Such signatures on such certificate The signature of the Trustee shall be conclusive evidence, and the only evidence, evidence that the Note Bond has been duly authenticated under this Base Indenture. The form of the Trustee’s authentication to be borne by the Bonds shall be substantially as set forth in Exhibit A hereto. The Trustee shall, upon receipt of an Officer’s Certificate directing it to do so, authenticate the Bonds to be originally issued for an aggregate principal amount of up to US$ 10,000,000. The aggregate principal amount of Bonds outstanding at any time may appoint an authenticating agent acceptable not exceed US$10,000,000. The Trustee shall have the right to decline to authenticate and deliver any Bonds under this section if the Trustee determines that such action may not be lawfully taken or if the Trustee shall determine that such action would expose the Trustee or the Registrar to personal liability, if indemnity and/or security and/or pre-funding satisfactory to the Issuer to authenticate Notes. Unless limited by Trustee against such liability, loss or expense, in the term sole discretion of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture and the Registrar is not assured to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory” (d) Each Note shall be dated and issued as of the date of its authentication by the Trusteeit.

Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed At least one Officer shall execute the Notes on behalf of the Issuer Company by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the a Note is authenticated, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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 A Note shall not be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication until authenticated substantially in the form provided for below, duly executed by the Trustee of Exhibit A attached hereto by the manual signature of a Trust Officeran authorized signatory of the Trustee. Such signatures on such certificate The signature shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated and delivered under this Base Indenture. The certification of the Trustee on Notes issued hereunder shall not be construed as a representation or warranty by the Trustee as to the validity of the Indenture or the Notes (except the due certification thereof) and the Trustee shall in no respect be liable or answerable for the use made of the Notes or any of them or of the consideration therefor except as otherwise specified herein. (c) On the Issue Date, the Trustee shall, upon receipt of a written order of the 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, authenticate and deliver any Additional Notes 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 Issuer Company to authenticate Notes. Unless limited by the term of such appointment, an 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. The Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., same rights as Trustee By: Authorized Signatory” (d) Each Note shall be dated and issued as of the date of its authentication by the Trusteean Agent to deal with Holders.

Execution and Authentication. (a) Each Note The Notes shall, upon issuance issue pursuant to Section 2.2, be executed on behalf of the Issuer BTF by an Authorized Officer of the Issuer and delivered by the Issuer BTF 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. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer BTF may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer BTF to the Trustee Table of Contents 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 be entitled to any benefit under the this Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for belowherein, duly executed by the Trustee by the manual signature of a Trust Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under this Base Indenture. The Trustee may appoint an authenticating agent acceptable to the Issuer BTF to authenticate Notes. 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. The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB BankTHE BANK OF NEW YORK TRUST COMPANY, 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 BTF, and BTF shall deliver such Note to the Trustee for cancellation as provided in Section 2.12 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 BTF, 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) Each Note shall, upon issuance pursuant to Section 2.2, The Notes shall be executed on behalf of the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided hereinIssuer. The signature of each such Authorized Officer any of these Officers on the Notes may be manual or facsimile. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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) valid nevertheless. No Note shall be entitled to any benefit under the this Indenture or be valid or ob- ligatory for any purpose unless there appears on such Note a certificate of authentication substantially sub- stantially in the form provided for below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under 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 2.12, for all purposes of this Base IndentureIndenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Inden- ture. The Trustee may appoint an one or more authenticating agent acceptable agents reasonably ac- ceptable to the Issuer to authenticate the Notes. Unless limited by otherwise provided in the term of such appointmentappoint- ment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of authentication the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in denomina- tions of the Notes $2,000 and integral multiples of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory” (d) Each Note shall be dated and issued as $1,000 in excess of the date of its authentication by the Trustee$2,000.

Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed on behalf of the Issuer by an Authorized One Officer for each of the Issuer and delivered Co-Issuer, who shall have been duly authorized by all requisite corporate actions, shall sign the Notes for the Issuer to and the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be Co-Issuer by manual or facsimilefacsimile signature. If an Authorized the Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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) valid nevertheless. No Note shall be entitled to any benefit under the this 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 below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Base 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. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the 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 same rights as an Agent to deal with the Issuers and Affiliates of the Issuers. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Trustee’s certificate of authentication Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in denominations of the $2,000 and any integral multiple of $1,000 (with any Additional PIK Notes issued in payment of a Series interest in accordance with Section 2.19 may be issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory” (d) Each Note shall be dated in denominations of $1.00 and issued as of the date of its authentication by the Trusteeintegral multiples thereof).

Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, The Notes shall be executed on behalf of the Issuer Issuers by an Authorized Officer two Officers of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided hereineach Issuer. The signature of each such Authorized Officer any of these Officers on the Notes may be manual or facsimile. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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) valid nevertheless. No Note shall be entitled to any benefit under the this 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 below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Base 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. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer Issuers to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate An authenticating agent has the same rights as an Agent to deal with the Issuers and Affiliates of authentication the Issuers. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in denominations of the Notes $2,000 and any integral multiple of a Series issued under the within mentioned Indenture. UMB Bank, 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$1,000.

Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed on behalf of the Issuer by an Authorized An Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on shall sign the Notes may be manual for the Company by manual, facsimile or facsimileelectronically transmitted signature. One Officer shall sign each notation of Subsidiary Guarantee for each Guarantor by manual, facsimile or electronically transmitted signature. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery valid nevertheless. A Note shall not be valid until an authorized signatory of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for manually authenticates the authentication and delivery Note. The signature of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes. (c) No Trustee on a Note shall be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on conclusive evidence that such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee by the manual signature of a Trust Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly and validly authenticated and issued under this Base Indenture. The Trustee shall authenticate and deliver: (i) Notes for original issue in an aggregate principal amount of $500,000,000 on the Issue Date, and (ii) if and when issued, Additional Notes (which may be issued in either a registered or a private offering under the Securities Act), in each case upon a Company Order. Such Company Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and whether the Notes are to be in global or definitive form and whether they are to bear the Private Placement Legend. The Company may issue Additional Notes under this Indenture subsequent to the Issue Date, subject to Section 4.3 of this Indenture. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate the Notes. Unless limited by the term terms of such appointment, an authenticating agent any such 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. The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, 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.

Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, The Notes shall be executed on behalf of the Issuer Company by an Authorized Officer manual or facsimile signature of the Issuer and delivered by Chief Executive Officer, the Issuer to Chief Financial Officer, any Executive Vice President, any Senior Vice President, any Vice President or the Trustee for authentication and redelivery as provided herein. The signature Secretary of each such Authorized Officer on the Notes may be manual or facsimileCompany. If an Authorized Officer of the Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. valid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed or an authentication agent appointed by the Issuer to Trustee as provided below) manually signs 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 be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in on the form provided for below, duly executed by the Trustee by the manual Note. The signature of a Trust Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated under this Base Indenture. The Trustee shall authenticate and make available for delivery Notes for original issue, upon receipt of a written order or orders of the Company signed by an Officer (a “Company Order”): (i) in an initial aggregate principal amount of up to $[initial principal amount] and (ii) from time to time, in such aggregate principal amount as shall be established for any Additional Notes established pursuant to the respective Officers’ Certificate in respect thereof delivered pursuant to ‎Section 2.14. The Company Order shall specify the amount of Notes to be authenticated and shall state the date on which such Notes are to be authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. 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 term terms 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. The Trustee’s certificate An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory” (d) Each Note shall be dated notices and issued as of the date of its authentication by the Trusteedemands.

Execution and Authentication. (a) Each Note The Notes (other than Uncertificated Notes) shall, upon issuance pursuant to Section 2.2, be executed on behalf of the Master Issuer by an Authorized Officer of the Master Issuer and delivered by the Master Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual manual, scanned or facsimile. If an Authorized Officer of the Master Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Master Issuer may deliver Notes (other than Uncertificated Notes) of any particular Series (issued pursuant to Section 2.2) executed by the Master Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery (or registration in the case of Uncertificated Notes) of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes (or register such Notes, in the case of Uncertificated Notes). (c) No Note (other than Uncertificated Notes) shall be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee by the manual signature of a Trust OfficerOfficer (and a Luxembourg agent (the “Luxembourg Agent”), if the Notes of the Series to which such Note belongs are listed on the Luxembourg Stock Exchange). Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under this Base Indenture. The Trustee may appoint an authenticating agent acceptable to the Master Issuer to authenticate Notes. 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. The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB BankCitibank, N.A., as Trustee By: Authorized Signatory” (d) Each Note (other than Uncertificated Notes) 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 (or de-registration) 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 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) Each Note The Notes shall, upon issuance pursuant to Section 2.2, be executed on behalf of the Issuer Co-Issuers by an Authorized Officer of the each Co-Issuer and delivered by the Issuer 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. If an Authorized Officer of the any Co-Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer Co-Issuers may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer 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 be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee by the manual signature of a Trust OfficerOfficer (and the Luxembourg agent (the “Luxembourg Agent”), if the Notes of the Series to which such Note belongs are listed on the Luxembourg Stock Exchange). Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under this Base Indenture. The Trustee may appoint an authenticating agent acceptable to the Issuer Co-Issuers to authenticate Notes. 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. The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB BankCitibank, 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) Each Note shall, upon issuance pursuant to Section 2.2, be executed At least one Officer of each of the Issuer and the Co-Issuer shall execute the Notes on behalf of the Issuer and the Co-Issuer, as applicable, by manual, facsimile or electronic (including “.pdf”) signature. If an Authorized Officer of the Issuer and delivered by or the Issuer 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. If an Authorized Officer of the Co-Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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 . A Note shall not be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication until authenticated substantially in the form provided for belowof Exhibit A-1 hereto, duly executed by in the Trustee case of the PHRI Notes, or in the form of Exhibit A-2 hereto, in the case of any other Notes, by the manual signature of a Trust Officerthe Trustee. Such signatures on such certificate The signature shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated and delivered under this Base Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuers’ Order (an “Authentication Order”), authenticate and deliver the Initial Notes in the aggregate principal amount or amounts specified in such Authentication Order. In addition, at any time, from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes or Exchange Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes or Exchange Notes issued or increased hereunder. The Trustee may appoint an authenticating agent acceptable to the Issuer Issuers to authenticate Notes. Unless limited by the term of such appointment, an 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. The Trustee’s certificate of authentication shall be in substantially An authenticating agent has the following form: “This is one same rights as an Agent to deal with Holders or an Affiliate of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory” (d) Each Note shall be dated and issued as of the date of its authentication by the TrusteeIssuers.

Execution and Authentication. (a) Each Note The Notes (other than Uncertificated Notes) shall, upon issuance pursuant to Section 2.2, be executed on behalf of the Master Issuer by an Authorized Officer of the Master Issuer and delivered by the Master Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual manual, scanned or facsimile. If an Authorized Officer of the Master Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Master Issuer may deliver Notes (other than Uncertificated Notes) of any particular Series (issued pursuant to Section 2.2) executed by the Master Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery (or registration, in the case of Uncertificated Notes) of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes (or register such Notes, in the case of Uncertificated Notes). (c) No Note (other than Uncertificated Notes) shall be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee by the manual signature of a Trust Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under this Base Indenture. The Trustee may appoint an authenticating agent acceptable to the Master Issuer to authenticate Notes. 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. The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB BankCitibank, N.A., as Trustee By: Authorized Signatory” ” (d) Each Note (other than Uncertificated Notes) shall be dated and issued as of the date of its authentication by the Trustee.

Execution and Authentication. (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed on behalf Two Officers of the Issuer Company (who shall have been duly authorized by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on all requisite corporate actions) shall sign the Notes may be for the Company by manual or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery . A Note shall not be valid until an authorized signatory of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer to the Trustee for authentication, together with one or more Company Orders for manually signs 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 be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in on the form provided for below, duly executed by the Trustee by the manual Note. The signature of a Trust Officer. Such signatures on such certificate shall be conclusive evidence, and the only evidence, evidence that the Note has been duly authenticated under this Base Indenture. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $1,250,000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order of the Company in the form of an Officers’ Certificate. Each such Officers’ Certificate shall specify the amount of Notes 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 Issuer Company to authenticate Notes. Unless limited by otherwise provided in 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 same rights as an Agent to deal with the Company and Affiliates of the Company. The Trustee’s certificate of authentication Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in denominations of the Notes of a Series issued under the within mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory” (d) Each Note shall be dated $1,000 and issued as of the date of its authentication by the Trusteeintegral multiples thereof.

Execution and Authentication. An Officer (a) Each Note who shall, upon issuance pursuant to Section 2.2in each case, be executed on behalf of have been duly authorized by all requisite corporate actions) shall sign the Notes for the Issuer by an Authorized Officer of the Issuer and delivered by the Issuer to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes may be manual manual, electronic or facsimilefacsimile signature. If an Authorized Officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Note is authenticatedTrustee authenticates the Note, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the 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) valid nevertheless. No Note shall be entitled to any benefit under the this 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 below, duly herein executed by the Trustee by the manual signature of a Trust Officer. Such signatures on an authorized officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that the such Note has been duly authenticated under 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 2.12, for all purposes of this Base 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. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless limited by otherwise provided in the term of such appointment, an authenticating agent may authenticate the 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 same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Trustee’s certificate of authentication Notes shall be issuable only in substantially the following form: “This is one registered form without coupons in minimum denominations of the Notes $2,000 and integral multiples of a Series issued under the within mentioned Indenture. UMB Bank, 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$1,000.

Execution and Authentication. (a) Each Note The Notes shall, upon issuance pursuant to Section 2.2, be executed on behalf of the Issuer Co-Issuers by an Authorized Officer of the each Co-Issuer and delivered by the Issuer 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. If an Authorized Officer of the any Co-Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer Co-Issuers may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Issuer 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 be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee by the manual signature of a Trust OfficerOfficer (and the Luxembourg agent (the “Luxembourg Agent”), if the Notes of the Series to which such Note belongs are listed on the Luxembourg Stock Exchange). Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under this Base Indenture. The Trustee may appoint an authenticating agent acceptable to the Issuer Co-Issuers to authenticate Notes. 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. The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. UMB BankCitibank, 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.