Common use of Execution and Authentication Clause in Contracts

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000.

Execution and Authentication. An Two Officers shall sign, or one Officer shall sign and one Officer (who each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign attest to, the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 1,000 and any integral multiples of $1,000multiple thereof.

Execution and Authentication. An Two Officers shall sign, or one Officer shall sign and one Officer (who each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign attest to, the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the IssuerCompany, and the Issuer Company shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer Company and Affiliates of the IssuerCompany. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 1,000 and any integral multiples of $1,000multiple thereof.

Execution and Authentication. An Officer (One Officer, who shall, in each case, shall have been duly authorized by all requisite corporate actions) , shall sign the Notes for the Issuer by manual or facsimile signature. If an the 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 Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 1,000 principal amount and any integral multiples multiple of $1,000.

Execution and Authentication. An Two Officers shall sign, or one Officer shall sign and one Officer (who each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign attest to, the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,0001,000 in excess thereof.

Execution and Authentication. An Two Officers shall sign, or one Officer shall sign and one Officer (who each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign attest to, the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and any integral multiples of $1,0001,000 in excess thereof.

Execution and Authentication. An One Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Request for authentication and delivery of such Notes, and the Trustee, in accordance with such Company Request, shall authenticate and deliver such Notes. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the IssuerCompany, and the Issuer Company shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Upon prior notice to, and approval by (which approval shall not be unreasonably withheld), the Company, the Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer Company and Affiliates of the IssuerCompany. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign the Notes Securities for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but Security no longer holds that office at the time the Trustee authenticates the Notea Security is authenticated, the Note Security shall nevertheless be valid. A Security shall not be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed until authenticated by the Trustee by manual signature of an authorized officer, and such certificate upon any Note the Trustee. The signature shall be conclusive evidence, and evidence that the only evidence, that such Note Security has been duly authenticated and delivered hereunderunder this Indenture. Notwithstanding The Trustee shall, upon a written order of the foregoingCompany signed by an Officer (an "Authentication Order"), 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 authenticate Securities for original issue up to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indentureaggregate principal amount. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the NotesSecurities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate the Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates Holders or an Affiliate of the IssuerCompany. Each Paying Agent is designated 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 an authenticating agent 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. The Notes Indenture such Security shall be issuable only in registered form without coupons in minimum denominations deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of $2,000 and integral multiples of $1,000this Indenture.

Execution and Authentication. An At least one Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign execute the Notes for on behalf of the Issuer by manual manual, facsimile or facsimile electronic (in “.pdf” format) signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid neverthelessvalid. No A Note shall not be entitled to any benefit under 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 herein executed of Exhibit A attached hereto, by the Trustee by manual signature of an authorized officer, and such certificate upon any Note the Trustee. The signature shall be conclusive evidence, and evidence that the only evidence, that such Note has been duly authenticated and delivered under this Indenture. On the Issue Date, the Trustee shall, upon receipt of an Issuer’s Order (an “Authentication Order”), authenticate and deliver the Initial Notes in the aggregate principal amount or amounts specified in such Authentication Order. 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. Notwithstanding the foregoingIn addition, 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 shall, upon receipt of an Authentication Order, authenticate and deliver Exchange Notes for cancellation as provided issue only in Section 2.12an Exchange Offer, for all purposes a like principal amount of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this IndentureNotes. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in Any such appointment shall be evidenced by an instrument signed by a Responsible Officer of the appointmentTrustee, an a copy of which shall be furnished to the Issuer. An authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer for service of notes and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000demands.

Execution and Authentication. An One Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee for authentication, together with a Company Request for authentication and delivery of such Notes, and the Trustee, in accordance with such Company Request, shall authenticate and deliver such Notes. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Upon prior notice to, and approval by (which approval shall not be unreasonably withheld), the Issuer, the Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000.

Execution and Authentication. An Two Officers shall sign, or one Officer shall sign and one Officer (who each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign attest to, the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000.

Execution and Authentication. An Two Officers shall sign, or one Officer shall sign and one Officer (who each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign attest to, the Notes for each of the Issuer Issuers by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the IssuerIssuers, and the Issuer Issuers shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer Issuers and Affiliates of the IssuerIssuers. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 1,000 and any integral multiples of $1,000multiple thereof.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) The Notes shall sign the Notes for be executed on behalf of the Issuer by manual two Officers of the Issuer. The signature of any of these Officers on the Notes may be manual, facsimile, .pdf attachment or facsimile other electronically transmitted signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 €100,000 and any integral multiples multiple of $1,000€1,000 in excess thereof.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes of each series shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) The Notes shall sign the Notes for be executed on behalf of the Issuer by manual one Officer of the Issuer. The signature of such Officer on the Notes may be manual, facsimile or facsimile signatureelectronic (including “.pdf”). If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officermanual, facsimile or electronic (including “.pdf”) signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and any integral multiples multiple of $1,0001,000 in excess thereof.

Execution and Authentication. An At least one Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign execute the Notes for on behalf of the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. No A Note shall not be entitled to any benefit under 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 herein executed of Exhibit A by the Trustee by manual signature of an authorized officer, and such certificate upon any Note the Trustee. The signature shall be conclusive evidence, and evidence that the only evidence, that such Note has been duly authenticated and delivered hereunderunder this Indenture. Notwithstanding On the foregoingIssue Date, 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 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 cancellation as provided an aggregate principal amount specified in Section 2.12, such Authentication Order for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this IndentureAdditional Notes issued hereunder. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an An authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates Holders or an Affiliate of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes The Trustee shall have the right to decline to authenticate and deliver any Notes if (a) the Trustee, being advised by counsel, determines, in its reasonable discretion, that such action may not be taken lawfully, or (b) the Trustee in good faith by its Board or trustees, executive committee or a trust committee of this Indenture. The Notes directors and/or Responsible Officers shall be issuable only determine, in registered form without coupons in minimum denominations its reasonable discretion, that such action would expose the Trustee to personal liability to Holders of $2,000 and integral multiples of $1,000any then outstanding Notes.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign the Notes for the Issuer by manual manual, electronic or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,0001,000 in excess thereof.

Execution and Authentication. An Officer (who shallThe Notes shall be executed on behalf of the Company by its Chairman of the Board, in each caseChief Executive Officer, have been duly authorized by all requisite corporate actions) shall sign Chief Financial Officer, President, any Vice President or Treasurer. The signature of any of these officers on the Notes for the Issuer by may be manual or facsimile signaturefacsimile. If an Officer officer whose signature is on a Note was an Officer officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the IssuerCompany, and the Issuer Company shall deliver such Note to the Trustee for cancellation as provided in Section 2.122.12 hereof, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable At any time and from time to the Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer time after execution and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes 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. The Each such written order shall specify the amount of Notes shall to be issuable only in registered form without coupons in minimum denominations of $2,000 authenticated and integral multiples of $1,000the date on which the Notes are to be authenticated.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign the Notes Securities for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but Security no longer holds that office at the time the Trustee authenticates the Notea Security is authenticated, the Note Security shall nevertheless be valid. A Security shall not be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed until authenticated by the Trustee by manual signature of an authorized officer, and such certificate upon any Note the Trustee. The signature shall be conclusive evidence, and evidence that the only evidence, that such Note Security has been duly authenticated under this Indenture. The Trustee shall, upon a written order of the Company signed by an Officer (an "Authentication Order"), together with an Officer's Certificate and delivered hereunderan Opinion of Counsel, authenticate Securities for original issue in the aggregate principal amount stated in the Authentication Order. Notwithstanding The Officer's Certificate and Opinion of Counsel shall each state that all conditions precedent provided for or relating to the foregoing, if any Note shall issuance of such Securities have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenturecomplied with. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the NotesSecurities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate the Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates Holders or an Affiliate of the IssuerCompany. Each Paying Agent is designated 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 an authenticating agent 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. The Notes Indenture such Security shall be issuable only in registered form without coupons in minimum denominations deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of $2,000 and integral multiples of $1,000this Indenture.

Execution and Authentication. An At least one Officer (who shall, in of each case, have been duly authorized by all requisite corporate actions) of the Issuer and the Co-Issuer shall sign execute the Notes for on behalf of the Issuer and the Co-Issuer, as applicable, by manual manual, facsimile or facsimile electronic (including “.pdf”) signature. If an Officer of the Issuer or the Co-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 Trustee authenticates the Note, the Note shall nevertheless be valid neverthelessvalid. No A Note shall not be entitled to any benefit under 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 herein executed of Exhibit A hereto, by the Trustee by manual signature of an authorized officer, and such certificate upon any Note the Trustee. The signature shall be conclusive evidence, and evidence that the only evidence, that such Note has been duly authenticated and delivered hereunderunder this Indenture. Notwithstanding On the foregoingIssue Date, 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 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 cancellation as provided an aggregate principal amount specified in Section 2.12, such Authentication Order for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this IndentureAdditional Notes issued or increased hereunder. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Unless otherwise provided in the appointment, an An authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates Holders or an Affiliate of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000Issuers.

Execution and Authentication. An Officer (One Officer, who shall, in each case, shall have been duly authorized by all requisite corporate actions) , shall sign the Notes for the Issuer by manual manual, facsimile or facsimile electronic image scan signature. If an the 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 Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent reasonably acceptable to agents with the consent of the Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and any integral multiples of $1,0001,000 in excess of $2,000.

Execution and Authentication. An At least one Officer (who shall, in of each case, have been duly authorized by all requisite corporate actions) Issuer shall sign execute the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. No A Note shall not be entitled to any benefit under 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 herein executed of Exhibit A attached hereto by the Trustee by manual signature of an authorized officer, and such certificate upon any Note the Trustee. The signature shall be conclusive evidence, and evidence that the only evidence, that such Note has been duly authenticated and delivered hereunderunder this Indenture. Notwithstanding On the foregoingIssue Date, 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 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 cancellation as provided an aggregate principal amount specified in Section 2.12, such Authentication Order for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this IndentureAdditional Notes issued hereunder. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Unless otherwise provided in the appointment, an An authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates Holders or an Affiliate of the IssuerIssuers. Each Paying Agent is designated The exchange of copies of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery as an authenticating agent to the parties hereto for purposes of this Indenture. The Notes shall Section 2.02 and such copies may be issuable only used in registered form without coupons in minimum denominations lieu of $2,000 and integral multiples the original versions of $1,000such signature pages for all purposes.

Execution and Authentication. An Two Officers shall sign, or one Officer shall sign and one Officer (who each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign attest to, the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the IssuerCompany, and the Issuer Company shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer Company and Affiliates of the IssuerCompany. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and any integral multiples multiple of $1,0001,000 in excess thereof.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign the Notes Securities for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but Security no longer holds that office at the time the Trustee authenticates the Notea Security is authenticated, the Note Security shall nevertheless be valid. A Security shall not be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed until authenticated by the Trustee by manual signature of an authorized officer, and such certificate upon any Note officer of the Trustee. The signature shall be conclusive evidence, and evidence that the only evidence, that such Note Security has been duly authenticated under this Indenture. The Trustee shall, upon a written order of the Company signed by an Officer (an "AUTHENTICATION ORDER"), together with an Officers' Certificate and delivered hereunder. Notwithstanding an Opinion of Counsel, authenticate Securities for original issue in the foregoing, if any Note shall have been authenticated aggregate principal amount and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver pursuant to such Note procedures acceptable to the Trustee for cancellation as provided are stated in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled the Authentication Order. In addition to the benefits matters required by Section 11.05, such Officers' Certificate and Opinion of this IndentureCounsel shall cover such other matters as the Trustee shall reasonably request. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the NotesSecurities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate the Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates Holders or an Affiliate of the IssuerCompany. Each Paying Agent is designated 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 an authenticating agent 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. The Notes Indenture such Security shall be issuable only in registered form without coupons in minimum denominations deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of $2,000 and integral multiples of $1,000this Indenture.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) Two Officers of the Company shall sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer of the Company 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 Trustee authenticates the NoteNote is authenticated, the Note shall nevertheless be valid. A Note shall not be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed until authenticated by the Trustee by manual signature of an authorized officer, and such certificate upon any Note the Trustee. The signature of the Trustee shall be conclusive evidence, and evidence that the only evidence, that such Note so authenticated has been duly authenticated and delivered hereunderunder this Indenture. Notwithstanding The Trustee shall, upon receipt of a written order of the foregoingCompany signed by two Officers (an “Authentication Order”), if any Note shall have been authenticated and delivered hereunder but never issued and sold by authenticate (i) Notes for original issue in an aggregate principal amount up to $300,000,000 on the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes date of this Indenture such Note shall be deemed never and (ii) Additional Notes from time to have been authenticated and delivered hereunder and shall never be entitled to the benefits of time as permitted under this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with any Holder, the Issuer and Affiliates Company or an Affiliate of the IssuerCompany. Each Paying Agent is designated as an The Trustee shall not be liable for any act or failure to act of the authenticating agent for purposes of to perform any duty either required herein or authorized herein to be performed by such person in accordance with this Indenture. The Notes Each authenticating agent shall be issuable only acceptable to the Company and otherwise comply in registered form without coupons all respects with the eligibility requirements of the Trustee contained in minimum denominations of $2,000 and integral multiples of $1,000this Indenture.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign the Notes Securities for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but Security no longer holds that office at the time the Trustee authenticates the Notea Security is authenticated, the Note Security shall nevertheless be valid. A Security shall not be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed until authenticated by the Trustee by manual signature of an authorized officer, and such certificate upon any Note officer of the Trustee. The signature shall be conclusive evidence, and evidence that the only evidence, that such Note Security has been duly authenticated under this Indenture. The Trustee shall, upon a written order of the Company signed by an Officer (an “Authentication Order”), together with an Officer’s Certificate and delivered hereunder. Notwithstanding an Opinion of Counsel, authenticate Securities for original issue in the foregoing, if any Note shall have been authenticated aggregate principal amount and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver pursuant to such Note procedures acceptable to the Trustee for cancellation as provided are stated in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled the Authentication Order. In addition to the benefits matters required by Section 12.05, such Officer’s Certificate and Opinion of this IndentureCounsel shall cover such other matters as the Trustee shall reasonably request. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the NotesSecurities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate the Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates Holders or an Affiliate of the IssuerCompany. Each Paying Agent is designated 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 an authenticating agent 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. The Notes Indenture such Security shall be issuable only in registered form without coupons in minimum denominations deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of $2,000 and integral multiples of $1,000this Indenture.

Execution and Authentication. An Two Officers shall sign, or one Officer shall sign and one Officer (who each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign attest to, the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless, provided that such signature may be verified by an incumbency certificate. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 U.S.$1,000 and any integral multiples of $1,000multiple thereof.

Execution and Authentication. An One Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) of the Company and one Officer of the Co-issuer shall sign the Notes for the Issuer Company and the Co-issuer, respectively, by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid. A Note shall not be valid neverthelessuntil authenticated by the manual signature of the Trustee. Such signature shall be conclusive evidence that the Note has been authenticated under the Indenture. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. Any PIK Notes will be secured, equally and ratably, with all other Notes and shall be treated as a single class for all purposes under the Indenture, including waivers, amendments, redemptions and offers to purchase. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under this the Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by in Exhibit B signed manually in the name of the Trustee by manual signature of an authorized officersignatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the IssuerIssuers, and the Issuer Issuers shall deliver such Note to the Trustee for cancellation as provided in Section 2.122.15, for all purposes of this the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this the Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000.

Execution and Authentication. An One Officer (who shallor in the case of the Notes issued on the Issue Date, in each case, have been duly authorized by all requisite corporate actionstwo Officers) shall sign the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,0001,000 in excess thereof.

Execution and Authentication. An The Notes shall be executed on behalf of the Company by its Chairman of the Board, Chief Executive Officer (who shallor Acting Chief Executive Officer), in each caseChief Financial Officer, have been duly authorized by all requisite corporate actions) shall sign President, any Executive Vice President, any Senior Vice President, any Vice President or Treasurer. The signature of any of these officers on the Notes for the Issuer by may be manual or facsimile signaturefacsimile. If an Officer officer whose signature is on a Note was an Officer officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the IssuerCompany, and the Issuer Company shall deliver such Note to the Trustee for cancellation as provided in Section 2.122.12 hereof, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable At any time and from time to the Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer time after execution and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes 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. The Each such written order shall specify the amount of Notes shall to be issuable only in registered form without coupons in minimum denominations of $2,000 authenticated and integral multiples of $1,000the date on which the Notes are to be authenticated.

Execution and Authentication. An One Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) of the Company shall sign the Notes for Securities on behalf of the Issuer Company by manual or facsimile signature. The Company’s seal may be (but shall not be required to be) impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer of the Company whose signature is on this Indenture or a Note was an Officer at the time of such execution but Security no longer holds that office at the time the Trustee authenticates the Notesuch Security or at any time thereafter, the Note Security shall be valid nevertheless. No Note A Security shall not be entitled to any benefit under 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 herein executed until authenticated by the Trustee by manual signature of an authorized officersignatory of the Trustee, and such certificate upon any Note which signature shall be conclusive evidence, and evidence that the only evidence, that such Note Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of under this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable shall authenticate and deliver Securities of any series executed by the Company and delivered to the Trustee for authentication along with an Issuer to authenticate Order. Such Issuer Order shall specify the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates amount of the IssuerSecurities to be authenticated and the date on which the issue of Securities is to be authenticated and either detail or attach the information from Section 2.02. Each Paying Agent is designated as an authenticating agent for purposes of The Company may issue Additional Securities under this Indenture. The Notes In authenticating such Securities, the Trustee shall receive, and shall be issuable only in registered form without coupons in minimum denominations entitled to conclusively rely upon, an Opinion of $2,000 and integral multiples of $1,000.Counsel substantially to the effect that:

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) The Notes shall sign the Notes for be executed on behalf of the Issuer by an Officer of the Issuer. The signature of the Officer on the Notes may be manual or facsimile signaturefacsimile. If an the 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 Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent reasonably acceptable to agents, at the Issuer expense of the Issuer, to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and any integral multiples multiple of $1,0001,000 in excess thereof.

Execution and Authentication. An Officer (One Officer, who shall, in each case, shall have been duly authorized by all requisite corporate actions) , shall sign the Notes Securities for the Issuer by manual or facsimile signature. If an the Officer whose signature is on a Note Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the NoteSecurity, the Note Security shall be valid nevertheless. No Note Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note Security shall be conclusive evidence, and the only evidence, that such Note Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note Security shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note Security to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent reasonably acceptable to agents with the Issuer consent of the Issuers to authenticate the NotesSecurities. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the IssuerIssuers. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes Securities shall be issuable only in registered form without coupons in minimum denominations of $2,000 5,000 and any integral multiples of $1,000, in the case of Dollar Securities, and £5,000 and any integral multiples of £1,000, in the case of Sterling Securities.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign the Notes Securities for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but Security no longer holds that office at the time the Trustee authenticates the Notea Security is authenticated, the Note Security shall nevertheless be valid. A Security shall not be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed until authenticated by the Trustee by manual signature of an authorized officer, and such certificate upon any Note the Trustee. The signature shall be conclusive evidence, and evidence that the only evidence, that such Note Security has been duly authenticated under this Indenture. The Trustee shall, upon a written order of the Company signed by an Officer (an "AUTHENTICATION ORDER"), together with an Officer's Certificate and delivered hereunderan Opinion of Counsel, authenticate Securities for original issue in the aggregate principal amount stated in the Authentication Order. Notwithstanding The Officer's Certificate and Opinion of Counsel shall each state that all conditions precedent provided for or relating to the foregoing, if any Note shall issuance of such Securities have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenturecomplied with. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the NotesSecurities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate the Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates Holders or an Affiliate of the IssuerCompany. Each Paying Agent is designated 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 an authenticating agent 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. The Notes Indenture such Security shall be issuable only in registered form without coupons in minimum denominations deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of $2,000 and integral multiples of $1,000this Indenture.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign the Notes for the Issuer Issuers by manual manual, facsimile or facsimile electronic image scan (e.g., pdf) signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid neverthelessvalid. No Note The Trustee shall be entitled to any benefit under this Indenture or be valid or obligatory authenticate Notes for any purpose unless there appears original issue on such Note the Issue Date in the aggregate principal amount of $375,000,000 (the “Initial Notes”) upon receipt by the Trustee of a certificate written order of authentication substantially the Issuers in the form provided of an Officers’ Certificate. In addition, upon receipt of a written order from the Issuers, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for herein original issue upon receipt by the Trustee of a written order of the Issuers in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Notes executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note Issuers to the Trustee for cancellation as provided authentication, together with a written order of the Issuers in Section 2.12the form of an Officers’ Certificate for the authentication and delivery of such Notes, for all purposes and the Trustee in accordance with such written order of this Indenture the Issuers shall authenticate and deliver such Notes. A Note shall not be deemed never to have valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated and delivered hereunder and shall never be entitled to the benefits of under this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Issuer Issuers and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000Issuers.

Execution and Authentication. An One Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the IssuerCompany, and the Issuer Company shall deliver such Note to the Trustee for cancellation as provided in Section 2.122.11, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer Company and Affiliates of the IssuerCompany. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 1,000 and any integral multiples of $1,000multiple thereof.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) The Notes shall sign the Notes for be executed on behalf of the Issuer by an Officer of the Issuer. The signature of the Officer on the Notes may be manual or facsimile signaturedigital. If an the 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 Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officeror digital signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent reasonably acceptable to agents, at the Issuer expense of the Issuer, to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and any integral multiples multiple of $1,0001,000 in excess thereof.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign the Notes for the Issuer by manual manual, electronic or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual or electronic signature of an authorized officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Issuer shall not be required to deliver an Opinion of Counsel or Officer’s Certificate to the Trustee in connection with the authentication of the issuance of the of Initial Notes hereunder. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000.

Execution and Authentication. An Officer (One Officer, who shall, in each case, shall have been duly authorized by all requisite corporate actions) , shall sign the Notes for the Issuer by manual or facsimile signature. If an the 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 Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,0001,000 in excess thereof.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) Two Officers shall sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the NoteNote is authenticated, the Note shall nevertheless be valid. A Note shall not be valid neverthelessuntil authenticated by the manual signature of the Trustee. No Note The signature of the Trustee shall be entitled to any benefit conclusive evidence that the Note has been authenticated under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a Indenture. The form of Trustee's certificate of authentication substantially in the form provided for herein executed to be borne by the Trustee by manual signature of an authorized officer, and such certificate upon any Note Notes shall be conclusive evidencesubstantially as set forth in Exhibit A attached hereto. The Trustee shall, and upon a Company Order, authenticate for original issue up to $110,000,000 aggregate principal amount of the only evidence, that such Note has been duly authenticated and delivered hereunderNotes. Notwithstanding the foregoing, if The aggregate principal amount of Notes outstanding at 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 time may not exceed $110,000,000 except as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture2.7 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication authenticating by the Trustee includes authentication authenticating by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates Company or an Affiliate of the IssuerCompany. Each Paying Agent The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name any Note is designated registered as an authenticating agent the owner of such Note for purposes the purpose of receiving payment of principal of and (subject to the provisions of this Indenture. The Indenture and the Notes with respect to record dates) interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000affected by notice to the contrary.

Execution and Authentication. An Officer (who shall, in The Notes shall be executed on behalf of the Issuers by two Officers of each case, have been duly authorized by all requisite corporate actions) shall sign Issuer. The signature of any of these Officers on the Notes for the Issuer by may be manual or facsimile signaturefacsimile. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the IssuerIssuers, and the Issuer Issuers shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer Issuers to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer Issuers and Affiliates of the IssuerIssuers. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 1,000 and any integral multiples of $1,000multiple thereof.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized The Notes shall be executed on behalf of the Company by all requisite corporate actions) shall sign any Officer. The signature of any of these Officers on the Notes for the Issuer by may be manual or facsimile signaturefacsimile. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee Authentication Agent authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee Authentication Agent by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the IssuerCompany, and the Issuer Company shall deliver such Note to the Trustee Paying Agent for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes each series shall be issuable only in registered form without coupons such denominations as shall be specified as contemplated by Section 2.01. In the absence of any such provisions with respect to the Notes of any series, the Notes of such series denominated in minimum Dollars shall be issuable in denominations of $2,000 and integral multiples of $1,0001,000 in excess thereof and the Notes of such series denominated in a Non-Dollar Currency shall be issuable in denominations equivalent to $2,000 and integral multiples equivalent to $1,000 in excess thereof in that Non-Dollar Currency (in each case rounded to an integral multiple of 1,000 units of such Non-Dollar Currency). The Trustee may appoint an authenticating agent (the “Authentication Agent”) acceptable to the Company to authenticate Notes. Any such appointment shall be evidenced by an instrument signed by a Responsible Officer, a copy of which shall be furnished to the Company. The Trustee hereby appoints with due care Citibank, N.A., as the Authentication Agent and Citibank, N.A. hereby accepts such appointment. The Company hereby confirms this appointment as acceptable to it. The Trustee shall have no responsibility to compensate, reimburse or indemnify the Authentication Agent. The Trustee may change the Authentication Agent without prior notice to the Holders; provided the Authentication Agent is acceptable to the Company.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) Two Officers shall sign the Notes Exchange Debentures for the Issuer Holdings by manual or facsimile signature. Holdings' seal shall be reproduced on the Exchange Debentures and may be in facsimile form. If an Officer whose signature is on a Note was an Officer at the time of such execution but Exchange Debenture no longer holds that office at the time the Trustee authenticates the Notean Exchange Debenture is authenticated, the Note Exchange Debenture shall nevertheless be valid. An Exchange Debenture shall not be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed until authenticated by the Trustee by manual signature of an authorized officer, and such certificate upon any Note the Trustee. The signature shall be conclusive evidence, and evidence that the only evidence, that such Note Exchange Debenture has been duly authenticated and delivered hereunderunder this Indenture. Notwithstanding the foregoingThe Trustee shall, if any Note shall have been authenticated and delivered hereunder but never issued and sold upon a written order of Holdings signed by the Issuertwo Officers, and the Issuer shall deliver such Note authenticate Exchange Debentures for original issue up to the Trustee for cancellation aggregate principal amount stated in paragraph 4 of the Exchange Debentures. The aggregate principal amount of Exchange Debentures outstanding at any time may not exceed such amount except as provided in Section 2.12, for all purposes 2.7 hereof. The authentication order shall specify which series of this Indenture such Note Exchange Debentures shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indentureissued. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Holdings to authenticate the NotesExchange Debentures. Unless otherwise provided in the appointment, an An authenticating agent may authenticate the Notes Exchange Debentures whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates Holdings or an Affiliate of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000Holdings.

Execution and Authentication. An Officer (who shall, in The Notes shall be executed on behalf of the Issuers by two Officers of each case, have been duly authorized by all requisite corporate actions) shall sign Issuer. The signature of any of these Officers on the Notes for the Issuer by may be manual or facsimile signaturefacsimile. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the IssuerIssuers, and the Issuer Issuers shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer Issuers to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer Issuers and Affiliates of the IssuerIssuers. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and any integral multiples multiple of $1,0001,000 in excess thereof.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) The Notes shall sign the Notes for be executed on behalf of the Issuer by manual one Officer of the Issuer. The signature of such Officer on the Notes may be manual, facsimile or facsimile signatureelectronic (including “.pdf”). If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officermanual, facsimile or electronic (including “.pdf”) signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and any integral multiples multiple of $1,0001,000 in excess thereof.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign the Notes Securities for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but Security no longer holds that office at the time the Trustee authenticates the Notea Security is authenticated, the Note Security shall nevertheless be valid. A Security shall not be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed until authenticated by the Trustee by manual signature of an authorized officer, and such certificate upon any Note the Trustee. The signature shall be conclusive evidence, and evidence that the only evidence, that such Note Security has been duly authenticated under this Indenture. The Trustee shall, upon a written order of the Company signed by an Officer (an "Authentication Order"), together with an Officers' Certificate and delivered hereunderan Opinion of Counsel, authenticate Securities for original issue in the aggregate principal amount stated in the Authentication Order. Notwithstanding The Officers' Certificate and Opinion of Counsel shall each state that all conditions precedent provided for or relating to the foregoing, if any Note shall issuance of such Securities have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenturecomplied with. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the NotesSecurities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate the Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates Holders or an Affiliate of the IssuerCompany. Each Paying Agent is designated 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 an authenticating agent 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. The Notes Indenture such Security shall be issuable only in registered form without coupons in minimum denominations deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of $2,000 and integral multiples of $1,000this Indenture.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) The Notes shall sign the Notes for be executed on behalf of the Issuer by an Officer of the Issuer. The signature of any of these Officers on the Notes may be manual or facsimile signaturefacsimile. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Each series of Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,0001,000 in excess of $2,000.

Execution and Authentication. An Officer of the Issuer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000.

Execution and Authentication. An Two Officers shall sign, or one Officer shall sign and one Officer (who each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign attest to, the Notes for the Issuer Issuers by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officera Responsible Officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the IssuerIssuers, and the Issuer Issuers shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer Issuers and Affiliates of the IssuerIssuers. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and any integral multiples of $1,0001,000 in excess thereof.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign the Notes for the Issuer by manual manual, electronic or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual manual, electronic or facsimile signature of an authorized officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,0001,000 in excess thereof.

Execution and Authentication. An Two Officers shall sign, or one Officer shall sign and one Officer (who each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign attest to, the Notes for the Issuer by manual manual, electronic or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,0001,000 in excess thereof.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) The Notes shall sign the Notes for be executed on behalf of the Issuer by two Officers of the Issuer. The signature of any of these Officers on the Notes may be manual or facsimile signaturefacsimile. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 €50,000 and any integral multiples multiple of $1,000€1,000 in excess thereof.

Execution and Authentication. An Two Officers shall sign, or one Officer shall sign and one Officer (who each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign attest to, the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid neverthelessnevertheless valid. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the IssuerCompany, and the Issuer Company shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, 2.12 and for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never 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 otherwise provided in the appointment, an 37 -28- authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer Company and Affiliates of the IssuerCompany. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 1,000 and any integral multiples multiple thereof. The Notes shall be dated the date of $1,000their authentication.

Execution and Authentication. An Two Officers shall sign, or one Officer shall sign and one Officer (who each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign attest to, the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations integral multiple of $2,000 and integral multiples of $1,000U.S.$1.00.

Execution and Authentication. An Two Officers shall sign, or one Officer shall sign and one Officer (who each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign attest to, the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 1,000 and integral multiples of $1,000.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) The Notes shall sign the Notes for be executed on behalf of the Issuer by an Officer of the Issuer. The signature of the Officer on the Notes may be manual or facsimile signaturefacsimile. If an the 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 Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent reasonably acceptable to agents, at the Issuer expense of the Issuer, to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,0001,000 in excess thereof.

Execution and Authentication. An Officer shall sign (who shall, in each case, shall have been duly authorized by all requisite corporate actions) shall sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the IssuerCompany, and the Issuer Company shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer Company and Affiliates of the IssuerCompany. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 1,000 and any integral multiples of $1,000multiple thereof.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign the Notes Securities for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but Security no longer holds that office at the time the Trustee authenticates the Notea Security is authenticated, the Note Security shall nevertheless be valid. A Security shall not be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed until authenticated by the Trustee by manual signature of an authorized officer, and such certificate upon any Note the Trustee. The signature shall be conclusive evidence, and evidence that the only evidence, that such Note Security has been duly authenticated and delivered hereunderunder this Indenture. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note Securities shall be deemed never to have been authenticated 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 delivered hereunder and shall never be entitled to an Opinion of Counsel, authenticate Securities for original issue in the benefits of this Indentureaggregate principal amount stated in the Authentication Order. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the NotesSecurities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate the Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates Holders or an Affiliate of the IssuerCompany. Each Paying Agent is designated 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 an authenticating agent 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. The Notes Indenture such Security shall be issuable only in registered form without coupons in minimum denominations deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of $2,000 and integral multiples of $1,000this Indenture.

Execution and Authentication. An Officer (who shallThe Notes shall be executed on behalf of the Company by its Chairman of the Board, in each case, have been duly authorized by all requisite corporate actions) shall sign its President or one of its Vice Presidents. The signature of any of these officers on the Notes for the Issuer by may be manual or facsimile signaturefacsimile. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the IssuerCompany, and the Issuer Company shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer Company and Affiliates of the IssuerCompany. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 1,000 and any integral multiples of $1,000multiple thereof.

Execution and Authentication. An One Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) of the Issuer shall sign the Notes for the Issuer by manual or facsimile or other electronic signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid. A Note shall not be valid neverthelessuntil authenticated by the manual signature of the Trustee. Such signature shall be conclusive evidence that the Note has been authenticated under the Indenture. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. At any time and from time to time after the execution of this Indenture, the Trustee shall, upon receipt of an Issuer Order, authenticate Notes for original issue in an aggregate principal amount specified in such Issuer Order. The Issuer Order 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 to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in the Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of either of the Issuer. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under this the Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by in Exhibit A signed manually in the name of the Trustee by manual signature of an authorized officersignatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12‎Section 2.15, for all purposes of this the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this the Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) Two Officers of the Company shall sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer of the Company 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 Trustee authenticates the NoteNote is authenticated, the Note shall nevertheless be valid. A Note shall not be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed until authenticated by the Trustee by manual signature of an authorized officer, and such certificate upon any Note the Trustee. The signature of the Trustee shall be conclusive evidence, and evidence that the only evidence, that such Note so authenticated has been duly authenticated and delivered hereunderunder this Indenture. Notwithstanding The Trustee shall, upon receipt of a written order of the foregoingCompany signed by two Officers (an “Authentication Order”), if any Note shall have been authenticated and delivered hereunder but never issued and sold by authenticate (i) Notes for original issue in an aggregate principal amount up to $390,000,000 on the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes date of this Indenture such Note shall be deemed never and (ii) Additional Notes from time to have been authenticated and delivered hereunder and shall never be entitled to the benefits of time as permitted under this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with any Holder, the Issuer and Affiliates Company or an Affiliate of the IssuerCompany. Each Paying Agent is designated as an The Trustee shall not be liable for any act or failure to act of the authenticating agent for purposes of to perform any duty either required herein or authorized herein to be performed by such person in accordance with this Indenture. The Notes Each authenticating agent shall be issuable only acceptable to the Company and otherwise comply in registered form without coupons all respects with the eligibility requirements of the Trustee contained in minimum denominations of $2,000 and integral multiples of $1,000this Indenture.

Execution and Authentication. An Two Officers shall sign, or one Officer shall sign and one Officer (who each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign attest to, the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section SECTION 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 1,000 and any integral multiples of $1,000multiple thereof.

Execution and Authentication. An At least one Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 principal amount and integral multiples of $1,0001,000 in excess thereof.

Execution and Authentication. An Officer (One Officer, who shall, in each case, shall have been duly authorized by all requisite corporate actions) , shall sign the Notes for the Issuer by manual or facsimile signature. If an the 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 Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 1,000 principal amount and any integral multiples multiple of $1,0001.00.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) The Notes shall sign the Notes for be executed on behalf of the Issuer by one Officer of the Issuer. The signature of any of these Officers on the Notes may be manual or facsimile signaturefacsimile. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this IndentureIndenture and the Issuer hereby confirms that such appointment is acceptable to it. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 €100,000 and any integral multiples multiple of $1,000€1,000 in excess thereof.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized The Notes shall be executed on behalf of the Company by all requisite corporate actions) shall sign two Officers of the Company . The signature of any of these Officers on the Notes for the Issuer by may be manual or facsimile signaturefacsimile. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the IssuerCompany, and the Issuer Company shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer Company to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer Company and Affiliates of the IssuerCompany. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 1,000 and any integral multiples of $1,000multiple thereof.

Execution and Authentication. An At least one Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall must sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall will nevertheless be valid. A Note will not be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed until authenticated by the Trustee by manual signature of an authorized officer, and such certificate upon any Note shall the Trustee. The signature will be conclusive evidence, and evidence that the only evidence, that such Note has been duly authenticated and delivered hereunderunder this Indenture. Notwithstanding The Trustee shall, upon a written order of the foregoingCompany signed by one Officer (an “Authentication Order”), if any Note shall have been authenticated and delivered hereunder but never issued and sold by authenticate Notes for original issue on the Issuer, and the Issuer shall deliver such Note Issue Date in an aggregate principal amount not to the Trustee for cancellation exceed $210.0 million (other than as provided in Section 2.122.07). Such Authentication Order shall specify the number, for all purposes principal amount of this Indenture Notes and registered Holder of each of the Notes to be authenticated, whether the Notes are to be issued as Definitive Notes or Global Notes, delivery instructions and such Note other information as the Trustee shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenturereasonably request. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Unless otherwise provided in the appointment, an An authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates Holders or an Affiliate of the IssuerCompany. Each Paying Agent is designated as an authenticating agent for purposes The Company may issue additional Notes (“Additional Notes”) under the indenture from time to time, to the extent the incurrence of this Indenturethe relevant Indebtedness and Liens are permitted hereunder. The Notes shall and any Additional Notes subsequently issued hereunder will be issuable only in registered form without coupons in minimum denominations of $2,000 treated as a single class for all purposes, including waivers, amendments, redemptions and integral multiples of $1,000offers to purchase. Unless the context requires otherwise, references to ‘‘Notes’’ for all purposes hereunder include any Additional Notes that are actually issued; provided that Additional Notes will not be issued with the same CUSIP, if any, as the notes unless such Additional Notes are fungible with the notes for U.S. federal income tax purposes.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) Two Officers of the Issuer shall sign execute the Notes for on behalf of the Issuer by manual or facsimile signature. The Issuer's seal may but need not be impressed, affixed, imprinted or reproduced on the Notes. If an Officer any of the Officers 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 Trustee authenticates the NoteNote is authenticated or at any time thereafter, the Note shall be valid nevertheless. No A Note shall be entitled to any benefit under this Indenture or not be valid or obligatory for any purpose unless there appears on such Note a until an authorised signatory of the Principal Paying Agent manually signs the certificate of authentication substantially in on the form provided for herein executed by the Trustee by manual Note. Such signature of an authorized officer, and such certificate upon any Note shall be conclusive evidence, and evidence that the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of under this Indenture. The Trustee Principal Paying Agent shall authenticate Notes on the Issue Date in an aggregate principal amount of (euro)260,000,000, upon receipt of an Issuer Request signed by an Officer of the Issuer directing the Principal Paying Agent to authenticate the Notes and certifying that all conditions precedent to the issuance of the Notes contained herein have been complied with (an "AUTHENTICATION ORDER"). The Principal Paying Agent shall authenticate Additional Notes upon receipt of an Authentication Order relating thereto. The Principal Paying Agent may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee Principal Paying Agent may do so. Each reference in this Indenture to authentication by the Trustee Principal Paying Agent includes authentication by such agent. An Such authenticating agent has shall have the same rights as an the Principal Paying Agent to deal in any dealings hereunder with the Issuer and Affiliates or with any of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000's Affiliates.

Execution and Authentication. An One Officer of Casella (who shall, in each case, shall have been duly authorized by all requisite corporate actions) shall sign the Notes for the Issuer Casella by manual or facsimile signature. If an Officer whose signature is on a Note or Subsidiary 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 Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid nevertheless. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a until an authorized signatory of the Trustee manually signs the certificate of authentication substantially on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $180,000,000 upon a written order of Casella in the form provided for herein executed of an Officer’s Certificate which shall be in a form reasonably acceptable to the Trustee. In addition, the Trustee shall authenticate Additional Notes thereafter in unlimited amount (so long as not otherwise prohibited by the Trustee by manual signature of an authorized officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits terms of this Indenture, including without limitation, Sections 4.10 and 4.12) for original issue upon a written order of Casella in the form of an Officer’s Certificate which shall be in a form reasonably acceptable to the Trustee. Each such Officer’s 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 Casella to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer Casella and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this IndentureCasella. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,0001,000 in excess thereof.

Execution and Authentication. An Officer (who shallThe Senior Discount Notes shall be executed on behalf of the Company by its Chairman of the Board, in each caseChief Executive Officer, have been duly authorized by all requisite corporate actions) shall sign Chief Financial Officer, President or any Vice President. The signature of any of these officers on the Senior Discount Notes for the Issuer by may be manual or facsimile signaturefacsimile. If an Officer whose signature is on a Senior Discount Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Senior Discount Note, the Senior Discount Note shall be valid nevertheless. No Senior Discount Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Senior Discount Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Senior Discount Note shall be conclusive evidence, and the only evidence, that such Senior Discount Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Senior Discount Note shall have been authenticated and delivered hereunder but never issued and sold by the IssuerCompany, and the Issuer Company shall deliver such Senior Discount Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Senior Discount 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 otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Senior Discount Notes shall be issuable only in fully registered form without coupons in minimum denominations of $2,000 1,000 and any integral multiples of $1,000multiple thereof.

Execution and Authentication. An One Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee for authentication, together with an Issuer Request for authentication and delivery of such Notes, and the Trustee, in accordance with such Issuer Request, shall authenticate and deliver such Notes. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Upon prior notice to, and approval by (which approval shall not be unreasonably withheld), the Issuer, the Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000.

Execution and Authentication. An Officer officer of each Issuer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign the Notes for the Issuer Issuers by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the IssuerIssuers, and the Issuer Issuers shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer Issuers and Affiliates of the IssuerIssuers. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the IssuerIssuers, and the Issuer Issuers shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer Issuers and Affiliates of the IssuerIssuers. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 1,000 and any integral multiples of $1,000multiple thereof.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign the Notes Securities for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but Security no longer holds that office at the time the Trustee authenticates the Notea Security is authenticated, the Note Security shall nevertheless be valid. A Security shall not be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed until authenticated by the Trustee by manual signature of an authorized officer, and such certificate upon any Note the Trustee. The signature shall be conclusive evidence, and evidence that the only evidence, that such Note Security has been duly authenticated under this Indenture. The Trustee shall, upon a written order of the Company signed by an Officer (an "AUTHENTICATION ORDER"), together with an Officers' Certificate and delivered hereunderan Opinion of Counsel, authenticate Securities for original issue in the aggregate principal amount stated in the Authentication Order. Notwithstanding The Officers' Certificate and Opinion of Counsel shall each state that all conditions precedent provided for or relating to the foregoing, if any Note shall issuance of such Securities have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenturecomplied with. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the NotesSecurities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate the Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates Holders or an Affiliate of the IssuerCompany. Each Paying Agent is designated 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 an authenticating agent 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. The Notes Indenture such Security shall be issuable only in registered form without coupons in minimum denominations deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of $2,000 and integral multiples of $1,000this Indenture.

Execution and Authentication. An Two Officers shall sign, or one Officer shall sign and one Officer (who each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign attest to, the Notes for the Issuer Issuers by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the IssuerIssuers, and the Issuer Issuers shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating authenti- cating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer Issuers and Affiliates of the IssuerIssuers. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 1,000 and any integral multiples of $1,000multiple thereof.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) Two Officers shall sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the NoteNote is authenticated, the Note shall nevertheless be valid. A Note shall not be valid neverthelessuntil authenticated by the manual signature of the Trustee. No Note The signature of the Trustee shall be entitled to any benefit conclusive evidence that the Note has been authenticated under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a Indenture. The form of Trustee's certificate of authentication substantially in the form provided for herein executed to be borne by the Trustee by manual signature of an authorized officer, and such certificate upon any Note Notes shall be conclusive evidencesubstantially as set forth in Exhibit A attached hereto. The Trustee shall, and upon a Company Order, authenticate for original issue up to $50,000,000 aggregate principal amount of the only evidence, that such Note has been duly authenticated and delivered hereunderNotes. Notwithstanding the foregoing, if The aggregate principal amount of Notes outstanding at 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 time may not exceed $50,000,000 except as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture2.7 or 2.14 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication authenticating by the Trustee includes authentication authenticating by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates Company or an Affiliate of the IssuerCompany. Each Paying Agent The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name any Note is designated registered as an authenticating agent the owner of such Note for purposes the purpose of receiving payment of principal of and (subject to the provisions of this Indenture. The Indenture and the Notes with respect to record dates) interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000affected by notice to the contrary.

Execution and Authentication. An At least one Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) of the Company shall sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid. A Note shall not be valid neverthelessuntil authenticated by the manual signature of the Trustee. Such signature shall be conclusive evidence that the Note has been authenticated under the Indenture. The aggregate principal amount of Notes which may be authenticated and delivered under the Indenture is unlimited. The Company may, subject to Section 1109 and applicable law, issue Additional Notes under the Indenture. The Initial Notes and any Additional Notes subsequently issued shall be treated as a single class for all purposes under the Indenture. At any time and from time to time after the execution of this Supplemental Indenture, the Trustee shall, upon receipt of a written order of the Company signed by an Officer of the Company (an “Authentication Order”), authenticate Notes for original issue in an aggregate principal amount specified in such Authentication Order. The Authentication Order 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 acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in the Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under this the Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by in Annex A, signed manually in the name of the Trustee by manual signature of an authorized officersignatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the IssuerCompany, and the Issuer Company shall deliver such Note to the Trustee for cancellation as provided in Section 2.12409, for all purposes of this the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this the Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000.

Execution and Authentication. An Officer (who shall, in The Notes shall be executed on behalf of the Issuers by two Officers of each case, have been duly authorized by all requisite corporate actions) shall sign Issuer. The signature of any of these Officers on the Notes for the Issuer by may be manual or facsimile signaturefacsimile. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the IssuerIssuers, and the Issuer Issuers shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer Issuers to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer Issuers and Affiliates of the IssuerIssuers. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and any integral multiples multiple of $1,000.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign the Notes for the Issuer Issuers by manual manual, facsimile or facsimile electronic image scan (e.g., pdf) signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid neverthelessvalid. No Note The Trustee shall be entitled to any benefit under this Indenture or be valid or obligatory authenticate Notes for any purpose unless there appears original issue on such Note the Issue Date in the aggregate principal amount of $550,000,000 (the “Initial Notes”) upon receipt by the Trustee of a certificate written order of authentication substantially the Issuers in the form provided of an Officers’ Certificate. In addition, upon receipt of a written order from the Issuers, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for herein original issue upon receipt by the Trustee of a written order of the Issuers in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Notes executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note Issuers to the Trustee for cancellation as provided authentication, together with a written order of the Issuers in Section 2.12the form of an Officers’ Certificate for the authentication and delivery of such Notes, for all purposes and the Trustee in accordance with such written order of this Indenture the Issuers shall authenticate and deliver such Notes. A Note shall not be deemed never to have valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated and delivered hereunder and shall never be entitled to the benefits of under this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Issuer Issuers and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000Issuers.

Execution and Authentication. An Officer (One Officer, who shall, in each case, shall have been duly authorized by all requisite corporate actions) , shall sign the Notes for the Issuer by manual or facsimile signature. If an the 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 Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 1,000 principal at maturity and any integral multiples multiple of $1,000.

Execution and Authentication. An Two Officers of each Issuer shall sign, or one such Officer shall sign and one such Officer (who each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign attest to, the Notes for the such Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the IssuerIssuers, and the Issuer Issuers shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer Issuers and Affiliates of the IssuerIssuers. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 1,000 and any integral multiples of $1,000multiple thereof.

Execution and Authentication. An Officer (One Officer, who shall, in each case, shall have been duly authorized by all requisite corporate actions) , shall sign the Notes for the Issuer by manual or facsimile signature. If an the 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 Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 principal amount and any integral multiples multiple of $1,0001,000 in excess thereof.

Execution and Authentication. An The Notes shall be executed on behalf of the Company by its Chairman of the Board, Chief Executive Officer (who shallor Acting Chief Executive Officer), in each caseChief Financial Officer, have been duly authorized by all requisite corporate actions) shall sign President, any Executive Vice President, any Senior Vice President, any Vice President or Treasurer. The signature of any of these officers on the Notes for the Issuer by manual may be manual, facsimile or facsimile signaturein electronic form. If an Officer officer whose signature is on a Note was an Officer officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the IssuerCompany, and the Issuer Company shall deliver such Note to the Trustee for cancellation as provided in Section 2.122.12 hereof, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable At any time and from time to the Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer time after execution and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes 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. The Each such written order shall specify the amount of Notes shall to be issuable only in registered form without coupons in minimum denominations of $2,000 authenticated and integral multiples of $1,000the date on which the Notes are to be authenticated.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign the Notes for the Issuer Issuers by manual manual, facsimile or facsimile electronic image scan (e.g., pdf) signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid neverthelessvalid. No Note The Trustee shall be entitled to any benefit under this Indenture or be valid or obligatory authenticate Notes for any purpose unless there appears original issue on such Note the Issue Date in the aggregate principal amount of $350,000,000 (the “Initial Notes”) upon receipt by the Trustee of a certificate written order of authentication substantially the Issuers in the form provided of an Officers’ Certificate. In addition, upon receipt of a written order from the Issuers, the Trustee shall from time to time thereafter authenticate Additional Notes in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.07) for herein original issue upon receipt by the Trustee of a written order of the Issuers in the form of an Officers’ Certificate. At any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Notes executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note Issuers to the Trustee for cancellation as provided authentication, together with a written order of the Issuers in Section 2.12the form of an Officers’ Certificate for the authentication and delivery of such Notes, for all purposes and the Trustee in accordance with such written order of this Indenture the Issuers shall authenticate and deliver such Notes. A Note shall not be deemed never to have valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated and delivered hereunder and shall never be entitled to the benefits of under this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Issuer Issuers and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000Issuers.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) The Notes shall sign the Notes for be executed on behalf of the Issuer by an Officer of the Issuer. The signature of any of these Officers on the Notes may be manual or facsimile signaturefacsimile. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,0001,000 in excess of $2,000.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) The Notes shall sign the Notes for be executed on behalf of the Issuer by manual one Officer of the Issuer. The signature of such Officer on the Notes may be manual, facsimile or facsimile signatureelectronic (including “.pdf”). If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officermanual, facsimile or electronic (including “.pdf”) signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be initially issuable only in registered form without coupons in denominations of $1,000 and any integral multiple of $1,000 in excess thereof. PIK Interest on the Notes, if elected to be paid in accordance with Section 2.20, will be made in registered form without coupons in denominations of $1.00 and integral multiples of $1.00 in excess thereof and thereafter, the Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 1.00 and integral multiples of $1,0001.00 in excess thereof.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign the Notes Securities for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but Security no longer holds that office at the time the Trustee authenticates the Notea Security is authenticated, the Note Security shall nevertheless be valid. A Security shall not be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed until authenticated by the Trustee by manual signature of an authorized officer, and such certificate upon any Note officer of the Trustee. The signature shall be conclusive evidence, and evidence that the only evidence, that such Note Security has been duly authenticated under this Indenture. The Trustee shall, upon a written order of the Company signed by an Officer (an "AUTHENTICATION ORDER"), together with an Officers' Certificate and delivered hereunder. Notwithstanding an Opinion of Counsel, authenticate Securities for original issue in the foregoing, if any Note shall have been authenticated aggregate principal amount and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver pursuant to such Note procedures acceptable to the Trustee for cancellation as provided are stated in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled the Authentication Order. In addition to the benefits matters required by Section 12.05, such Officers' Certificate and Opinion of this IndentureCounsel shall cover such other matters as the Trustee shall reasonably request. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the NotesSecurities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate the Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates Holders or an Affiliate of the IssuerCompany. Each Paying Agent is designated 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 an authenticating agent 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. The Notes Indenture such Security shall be issuable only in registered form without coupons in minimum denominations deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of $2,000 and integral multiples of $1,000this Indenture.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized The Notes shall be executed on behalf of the Company by all requisite corporate actions) shall sign two Officers of the Company. The signature of any of these Officers on the Notes for the Issuer by may be manual or facsimile signaturefacsimile. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the IssuerCompany, and the Issuer Company shall deliver such Note to the Trustee for cancellation as provided in Section 2.122.13, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer Company to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer Company and Affiliates of the IssuerCompany. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 €1,000 and any integral multiples of $1,000multiple thereof.

Execution and Authentication. An Officer (who shallThe Senior Subordinated Notes shall be executed on behalf of the Company by its Chairman of the Board, in each caseChief Executive Officer, have been duly authorized by all requisite corporate actions) shall sign Chief Financial Officer, President or any Vice President. The signature of any of these officers on the Senior Subordinated Notes for the Issuer by may be manual or facsimile signaturefacsimile. If an Officer whose signature is on a Senior Subordinated Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Senior Subordinated Note, the Senior Subordinated Note shall be valid nevertheless. No Senior Subordinated Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Senior Subordinated Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Senior Subordinated Note shall be conclusive evidence, and the only evidence, that such Senior Subordinated Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Senior Subordinated Note shall have been authenticated and delivered hereunder but never issued and sold by the IssuerCompany, and the Issuer Company shall deliver such Senior Subordinated Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Senior Subordinated 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 otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Senior Subordinated Notes shall be issuable only in fully registered form without coupons in minimum denominations of $2,000 1,000 and integral multiples of $1,000.

Execution and Authentication. An One Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the IssuerCompany, and the Issuer Company shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never 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 otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer Company and Affiliates of the IssuerCompany. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 1,000 and any integral multiples of $1,000multiple thereof.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized The Notes shall be executed on behalf of the Company by all requisite corporate actions) shall sign any one of its Officers. The signature of any of these Officers on the Notes for the Issuer by may be manual or facsimile signaturefacsimile. If an Officer of the Company whose signature is on this Indenture or a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the IssuerCompany, and the Issuer Company shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer Company and Affiliates of the IssuerCompany. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 1,000 and any integral multiples of $1,000multiple thereof.

Execution and Authentication. An At least one Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) shall sign the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officeror facsimile signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 principal amount and integral multiples of $1,0001,000 in excess thereof.

Execution and Authentication. An Two Officers shall sign, or one Officer shall sign and one Officer (who each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign attest to, the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Table of Contents -33- 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 Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000.

Execution and Authentication. An Two Officers shall sign, or one Officer shall sign and one Officer for the Company and each Guarantor (who each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign attest to, the Notes for the Issuer Company and the Guarantees for each Guarantor by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the IssuerCompany, and the Issuer Company shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the 41 -35- Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer Company and Affiliates of the IssuerCompany. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 1,000 and any integral multiples of $1,000multiple thereof.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) The Notes shall sign the Notes for be executed on behalf of the Issuer by manual two Officers of the Issuer. The signature of any of these Officers on the Notes may be manual, facsimile, .pdf attachment or facsimile other electronically transmitted signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and any integral multiples multiple of $1,0001,000 in excess thereof.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) Two Officers shall sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the NoteNote is authenticated, the Note shall nevertheless be valid. A Note shall not be valid neverthelessuntil authenticated by the manual signature of the Trustee. No Note The signature of the Trustee shall be entitled to any benefit conclusive evidence that the Note has been authenticated under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a Indenture. The form of Trustee's certificate of authentication substantially in the form provided for herein executed to be borne by the Trustee by manual signature of an authorized officer, and such certificate upon any Note Notes shall be conclusive evidencesubstantially as set forth in Exhibit A attached hereto. The Trustee shall, and upon a Company Order, authenticate for original issue up to $20,000,000 aggregate principal amount of the only evidence, that such Note has been duly authenticated and delivered hereunderNotes. Notwithstanding the foregoing, if The aggregate principal amount of Notes outstanding at 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 time may not exceed $40,000,000 except as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture2.7 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication authenticating by the Trustee includes authentication authenticating by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates Company or an Affiliate of the IssuerCompany. Each Paying Agent The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name any Note is designated registered as an authenticating agent the owner of such Note for purposes the purpose of receiving payment of principal of and (subject to the provisions of this Indenture. The Indenture and the Notes with respect to record dates) interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000affected by notice to the contrary.

Execution and Authentication. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) Two Officers of the Company shall sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer of the Company 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 Trustee authenticates the NoteNote is authenticated, the Note shall nevertheless be valid. A Note shall not be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed until authenticated by the Trustee by manual signature of an authorized officer, and such certificate upon any Note the Trustee. The signature of the Trustee shall be conclusive evidence, and evidence that the only evidence, that such Note so authenticated has been duly authenticated and delivered hereunder. Notwithstanding The Trustee shall, upon a written order of the foregoingCompany signed by two Officers (an "Authentication Order"), if any Note authenticate Notes for original issue in such principal amounts as may be specified in such Authentication Order(s), provided that the issuance of Additional Notes shall have been authenticated and delivered hereunder but never issued and sold by be subject to satisfaction of the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided conditions set forth in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture2.15 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Company to authenticate the Notes. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with any Holder, the Issuer and Affiliates Company or an Affiliate of the IssuerCompany. Each Paying Agent is designated as an The Trustee shall not be liable for any act or failure to act of the authenticating agent for purposes of to perform any duty either required herein or authorized herein to be performed by such person in accordance with this Indenture. The Notes Each authenticating agent shall be issuable only acceptable to the Company and otherwise comply in registered form without coupons all respects with the eligibility requirements of the Trustee contained in minimum denominations of $2,000 and integral multiples of $1,000this Indenture.

Execution and Authentication. An Officer (One Officer, who shall, in each case, shall have been duly authorized by all requisite corporate actions) , shall sign the Notes Securities for the Issuer by manual manual, facsimile or facsimile electronic image scan signature. If an the Officer whose signature is on a Note Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the NoteSecurity, the Note Security shall be valid nevertheless. No Note Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note Security shall be conclusive evidence, and the only evidence, that such Note Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note Security shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note Security to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an one or more authenticating agent reasonably acceptable to agents with the Issuer consent of the Issuers to authenticate the NotesSecurities. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the IssuerIssuers. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes Securities shall be issuable only in registered form without coupons in minimum denominations of $2,000 and any integral multiples of $1,0001,000 in excess of $2,000.

Execution and Authentication. An Two Officers shall sign, or one Officer shall sign and one Officer (who each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign attest to, the Notes for each of the Issuer Issuers by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under 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 herein executed by the Trustee by manual signature of an authorized officersignature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the IssuerIssuers, and the Issuer Issuers shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer Issuers and Affiliates of the IssuerIssuers. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 1,000 principal amount at maturity and any integral multiples of $1,000multiple thereof.

Execution and Authentication. An At least one Officer (who shall, in of each case, have been duly authorized by all requisite corporate actions) of the Issuers shall sign execute the Notes for on behalf of each of the Issuer Issuers by manual signature or facsimile signaturefacsimile. If an Officer of the Issuers 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 Trustee authenticates the Note, the Note shall nevertheless be valid neverthelessvalid. No A Note shall not be entitled to any benefit under 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 herein executed of Exhibit A attached hereto, as the case may be, by the Trustee by manual signature of an authorized officer, and such certificate upon any Note the Trustee. The signature shall be conclusive evidence, and evidence that the only evidence, that such Note has been duly authenticated and delivered hereunderunder this Indenture. Notwithstanding On the foregoingIssue Date, 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 shall, upon receipt of an order from the Issuers, duly signed by an Officer of each of the Issuers (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 cancellation as provided an aggregate principal amount specified in Section 2.12, such Authentication Order for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this IndentureAdditional Notes issued hereunder. The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer Issuers to authenticate the Notes. Unless otherwise provided in the appointment, an An authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates Holders or an Affiliate of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000Issuers.