Common use of Execution, Authentication, Delivery and Dating Clause in Contracts

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the Company. The signature of any of these officers on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company Order shall authenticate and deliver such Notes. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of the Trustee by an authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Company Applicable Issuer by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyAuthorized Officers. The signature of any of these officers such Authorized Officer on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any the time the proper officers of execution Authorized Officers of the Company Applicable Issuer shall bind the CompanyApplicable Issuer, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Applicable Issuer may deliver Notes executed by the Company Applicable Issuer to the Trustee or the Authenticating Agent for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with or the Company Order Authenticating Agent, upon Issuer Order, shall authenticate and deliver such NotesNotes as provided herein and not otherwise. Each Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose under this Indenture shall be dated the date of its their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current outstanding principal amount of the Notes so transferred, exchanged or replaced. If any Note is divided into more than one Note in accordance with this Article II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authentication Authentication, substantially in the form provided for in Annex Aherein, signed manually in the name of executed by the Trustee or by an the Authenticating Agent by the manual signature of one of their authorized signatorysignatories, and such certificate Certificate of Authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The An Officer shall execute the Notes shall be executed for the Company by manual or facsimile signature in the name and on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice PresidentsCompany. If its corporate seal an Officer whose signature is reproduced thereonon a Note no longer holds that office at the time a Note is authenticated, it the Note shall nevertheless be attested valid. A Note shall not be valid until authenticated by the Secretary or an Assistant Secretary of the Company. The signature of any of these officers on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers signature of the Company Trustee. The signature shall bind be conclusive evidence that the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such NotesNote has been authenticated under this Indenture. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, ; and the Trustee in accordance with the such Company Order shall authenticate and deliver such Notes after the following conditions have been met: (1) Receipt by the Trustee of an Opinion of Counsel stating that such Notes. Each Note , when completed by appropriate insertions and executed and delivered by the Company to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights, to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Notes; and (2) an Officers’ Certificate stating that all conditions precedent provided for in this Indenture relating to the issuance of the Notes have been complied with and that, to the best of the knowledge of the signers of such Officers’ Certificate, no Event of Default with respect to any of the Notes shall have occurred and be dated the date of its authenticationcontinuing. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein duly executed by the Trustee by manual or facsimile signature of an authorized signatory, and such certificate and signature upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding The Trustee’s certificate of authentication shall be in substantially the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes following form: This is one of the Indenture such Notes referred to in the within-mentioned Indenture. UMB Bank, N.A., as Trustee By: Authorized Signatory Each Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to dated the benefits date of the Indentureits authentication.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company Issuer by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyAuthorized Officers. The signature of any of these officers such Authorized Officer on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any the time the proper officers of execution Authorized Officers of the Company Issuer shall bind the CompanyIssuer, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee or the Authenticating Agent for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with or the Company Order Authenticating Agent, upon Issuer Order, shall authenticate and deliver such NotesNotes as provided herein and not otherwise. Each Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose under this Indenture shall be dated the date of its their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current outstanding principal amount of the Notes so transferred, exchanged or replaced. If any Note is divided into more than one Note in accordance with this Article II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authentication Authentication, substantially in the form provided for in Annex Aherein, signed manually in the name of executed by the Trustee or by an the Authenticating Agent by the manual signature of one of their authorized signatorysignatories, and such certificate Certificate of Authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company Issuer by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyAuthorized Officers. The signature of any of these officers such Authorized Officer on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any the time the proper officers of execution Authorized Officers of the Company Issuer shall bind the CompanyIssuer, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Collateral Trustee or the Authenticating Agent for authentication, together with a Company Order for the authentication and delivery of such Notesthe Collateral Trustee or the Authenticating Agent, and the Trustee in accordance with the Company Order upon Issuer Order, shall authenticate and deliver such NotesNotes as provided herein and not otherwise. Each Note authenticated and delivered by the Collateral Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose under this Indenture shall be dated the date of its their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current outstanding principal amount of the Notes so transferred, exchanged or replaced. If any Note is divided into more than one Note in accordance with this Article II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authentication Authentication, substantially in the form provided for in Annex Aherein, signed manually in executed by the name Collateral Trustee or by the Authenticating Agent by the manual signature of the Trustee by an one of their authorized signatorysignatories, and such certificate Certificate of Authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Senior Notes shall be executed on behalf of the Company by its Chairman any one director or officer and the secretary of the Board, its Vice Chairman Company under the common seal of the Board, its President or one of its Vice Presidents. If its corporate seal is Company reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the Company. The signature of any of these directors or officers on the Senior Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Senior Notes bearing the manual or facsimile signatures of individuals who were at any time the proper directors or officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices positions prior to the authentication and delivery of such Senior Notes or did not hold such offices positions at the date of such Senior Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Senior Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such NotesSenior Notes directing the Trustee to authenticate the Senior Notes and certifying that all conditions precedent to the issuance of Senior Notes contained herein have been fully complied with, and the Trustee in accordance with the such Company Order shall authenticate and deliver such Senior Notes as in this Indenture provided and not otherwise. The Trustee shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such authentication of Senior Notes. Such order shall specify the amount of Senior Notes to be authenticated and the date on which the original issue of Senior Notes is to be authenticated. The Company shall execute and the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate amount equal to the aggregate principal amount of the Outstanding Senior Notes originally issued pursuant to the Prospectus (less the aggregate principal amount, if any, of the Senior Notes originally purchased and delivered in definitive registered form), (ii) shall be registered in the name of the Depositary or the nominee of the Depositary, (iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (iv) shall bear a legend substantially to the effect specified in Exhibit A to this Indenture (or in the form required by the Depositary). The Depositary must, at all times while it serves as such Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. Each Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Senior Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein duly executed by the Trustee by an manual signature of one of its duly authorized signatorysignatories, and such certificate upon any Senior Note shall be conclusive evidence, and the only evidence, that such Senior Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. In case the IndentureCompany, pursuant to Article Eight, shall be amalgamated, consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of substantially all of its properties and assets to any Person, and the successor Person resulting from such amalgamation or consolidation, or surviving such merger, or into which the Company shall have been merged, or the successor Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article Eight, any of the Senior Notes authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Senior Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Senior Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and deliver Senior Notes as specified in such request for the purpose of such exchange. If Senior Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Senior Notes, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Senior Notes at the time Outstanding held by such Holder for Senior Notes authenticated and delivered in such new name.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company Issuer by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the Companyrespective Officers. The signature of any of these officers such Officer on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any the time of execution the proper officers Officers of the Company Issuer shall bind the Company, Issuer notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee or the Authenticating Agent for authentication, together with a Company Order for the authentication and the Trustee or the Authenticating Agent, upon Issuer Order (which shall be deemed to be provided upon delivery of such executed Notes), and the Trustee in accordance with the Company Order shall authenticate and deliver such NotesNotes as provided herein and not otherwise. Each Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose under this Indenture shall be dated the date of its their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current outstanding principal amount of the Notes so transferred, exchanged or replaced. If any Note is divided into more than one Note in accordance with this Article II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authentication Authentication, substantially in the form provided for in Annex Aherein, signed manually in the name of executed by the Trustee or by an the Authenticating Agent by the manual signature of one of their authorized signatorysignatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company Issuer by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyAuthorized Representatives. The signature of any of these officers such Authorized Representative on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals any individual who were was at any time the proper officers an Authorized Representative of the Company Issuer shall bind the Company, Issuer notwithstanding the fact that such individuals or any of them have individual has ceased to hold such offices office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee or the Authenticating Agent for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with or the Company Order Authenticating Agent, upon Issuer Order, shall authenticate and deliver such NotesNotes as provided in this Indenture and not otherwise. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. Each Class A-R Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Amendment and Restatement Date shall be dated as of the Amendment and Restatement Date. All other Notes that are authenticated and delivered after the Closing Date for any other purpose under this Indenture shall be dated the date of its their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that any Note (including, in the case of the Class A-R Notes, the Remaining Unfunded Facility Commitment) is divided into more than one Note in accordance with this Article 2, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authentication Authentication, substantially in the form provided for in Annex Aherein, signed manually in the name of executed by the Trustee or by an authorized signatorythe Authenticating Agent by the manual signature of one of their Authorized Representatives, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the BoardChief Executive Officer, its President Chief Financial Officer or its Treasurer, and attested by its Secretary or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanySecretaries. The signature of any of these officers on the Notes may be manual manual, facsimile or facsimile. If electronic signature (including any electronic signature covered by the Company elects U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., xxx.xxxxxxxx.xxx) and shall not be required to reproduce its be under the Company’s corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notesseal. Notes bearing the manual manual, facsimile or facsimile electronic signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time Pursuant to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401a Company Order, the Company may deliver Trustee shall authenticate for original issue Notes executed by in an aggregate principal amount specified in the Company to Order. The Trustee shall be provided with an Officer’s Certificate and an Opinion of Counsel of the Trustee for authentication, together Company that it may reasonably request in connection with a Company Order for the such authentication and delivery of such Notes, and the Trustee in accordance with the . Such Company Order shall authenticate specify the amount of Notes to be authenticated and deliver such Notesthe date on which the original issue of Notes is to be authenticated. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of Base Indenture executed by the Trustee by an authorized signatorymanual, facsimile or electronic signature (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., xxx.xxxxxxxx.xxx), and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its a Vice Presidents. If its corporate seal is reproduced thereon, it shall be President and attested by the its Secretary or an Assistant Secretary of the CompanySecretary. The signature of any of these officers on the Notes may be manual or facsimile. If facsimile signatures of the Company elects to reproduce its corporate seal on the Notes, then present or any future such seal may be in the form of a facsimile thereof authorized officer and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company Order shall authenticate and deliver such Notes. Each A Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the Indenture or not be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name until an authorized signatory of the Trustee by an authorized signatory, and such certificate upon any manually authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence, and the only evidence, evidence that such Note has been duly and validly authenticated and issued under this Indenture. The Trustee will, upon receipt of a Company Order, authenticate Notes, including any Additional Notes, in an unlimited aggregate principal amount, subject to the provisions of this Indenture. Each Company Order will specify the amount of Notes to be authenticated, the date on which the Notes are to be authenticated and, in the case of Additional Notes, the issue price of such Notes. The Trustee may appoint an agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Notes. Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. In case the Company pursuant to Article IX shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person that shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article VIII, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and deliver Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered hereunder. Notwithstanding in any new name of a successor Person pursuant to this Section 2.12 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the foregoingoption of the Holders but without expense to them, if any Note shall have been provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver in such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenturenew name.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Company Trust by its Chairman one of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyOwner Trustee's Authorized Officers. The signature of any of these officers such Authorized Officer on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals any individual who were was, at any the time the proper officers of execution thereof, an Authorized Officer of the Company Owner Trustee, on behalf of the Trust, shall bind the CompanyOwner Trustee on behalf of the Trust, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes. . (b) At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Owner Trustee may deliver Notes executed by the Company Owner Trustee to the Indenture Trustee for authentication, together with a Company Order for the authentication and delivery the Indenture Trustee, upon receipt of such Notesthe Notes and of an Issuer Order, and the Trustee in accordance with the Company Order shall authenticate and deliver such Notes. ; provided, however, that the Indenture Trustee shall not authenticate any Note which on its face and based upon the last information received by the Indenture Trustee from the Servicer does not comply with the provisions of this Indenture; provided, further, that the Indenture Trustee shall not authenticate the initial Notes unless and until it shall have received the documents listed in Section 2.11 hereof. (c) Each Note authenticated and delivered by the Indenture Trustee to or upon Issuer Order on or prior to the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes under the Indenture shall be dated the date of its their authentication. (d) Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Original Principal Balance of the Notes so transferred, exchanged or replaced, but shall represent only the Outstanding Principal Balance of the Notes so transferred, exchanged or replaced. In the event that any Note is divided into more than one Note in accordance with this Article II, the Outstanding Principal Balance of such Note shall be proportionately divided among the Notes delivered in exchange therefor. (e) No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication authentication, substantially in the form provided for in Annex Aherein, signed manually in executed by the name of the Indenture Trustee by an authorized signatorythe manual signature of at least one of its Responsible Officers, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenturedelivered.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company Issuer by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice PresidentsOfficers. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyIssuer. The signature of any of these officers on the Notes may be manual or facsimile. If the Company Issuer elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers Officers of the Company Issuer shall bind the CompanyIssuer, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental the Indenture and as provided in Section 401301, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee for authentication, together with a Company an Issuer Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company Issuer Order shall authenticate and deliver such Notes. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of the Trustee by an authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the CompanyIssuer, and the Company Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 409309, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company Issuer by its Chairman an Authorized Officer of the Board, its Vice Chairman of Owner Trustee or the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyAdministrator. The signature of any of these officers such Authorized Officer on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures signature of individuals who were at any time the proper officers Authorized Officers of the Company Owner Trustee or the Administrator shall bind the CompanyIssuer, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time Subject to time after the execution and delivery satisfaction of this Supplemental Indenture and as provided the conditions set forth in Section 4012.08 hereof, the Company may deliver Notes executed by the Company to the Indenture Trustee for authentication, together with a Company shall upon Issuer Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company Order shall authenticate and deliver the Notes for original issue in the following principal amount: $_____________. The aggregate principal of the Notes Outstanding at any time may not exceed such Notesamount. Each Note The Notes that are authenticated and delivered by the Indenture Trustee to or upon the order of the Issuer on the Closing Date shall be dated ___________, 200_. All other Notes that are authenticated after the Closing Date for any other purpose under the Indenture shall be dated the date of its their authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $25,000 initial principal amount and integral multiples of $1,000 in excess thereof; provided however, that any Note may be issued in such denominations as may be necessary to represent the remainder of the aggregate principal amount of the Notes. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in herein executed by the name of the Indenture Trustee by an the manual signature of one of its authorized signatorysignatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The One Officer shall sign the Notes shall be executed on behalf of for the Company by its Chairman manual, facsimile or electronic signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be valid until authenticated by the manual, facsimile or electronic signature of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyTrustee. The signature of any of these officers on shall be conclusive evidence that the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such NotesNote has been authenticated under this Indenture. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, ; and the Trustee in accordance with the such Company Order shall authenticate and deliver such Notes. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein duly executed by the Trustee by manual, facsimile or electronic signature of an authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. The Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Notes referred to in the within-mentioned Indenture. The Bank of New York Mellon Trust Company, N.A., as Trustee Date: By: Authorized Signatory Each Note shall be dated the date of its authentication. With respect to Notes that are not to be originally issued at one time, the Trustee may conclusively rely, as to the authorization by the Company of any of such Notes, on the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to this Section, as applicable, in connection with the first authentication of Notes. Notwithstanding the foregoing, if any Note shall have been duly authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 4092.13 hereof together with a written statement stating that such Note has never been issued and sold by the Company, for all purposes of the this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the this Indenture.

Execution, Authentication, Delivery and Dating. The Class A Notes shall be executed on behalf of the Company Issuer by its Chairman one of the Board, its Vice Chairman Authorized Officers of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyIssuer. The signature of any of these officers such Authorized Officer on the Class A Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Class A Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers Authorized Officers of the Company Issuer shall bind the CompanyIssuer, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Class A Notes or did not hold such offices at the date of issuance of such Class A Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Issuer may deliver Class A Notes executed by the Company Issuer to the Trustee or the Authenticating Agent for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with or the Company Order Authenticating Agent, upon Issuer Order, shall authenticate and deliver such NotesClass A Notes as provided in this Indenture and not otherwise. Each Class A Note authenticated and delivered by the Trustee or the Authenticating Agent to or upon Issuer Order on the Closing Date shall be dated as of the Closing Date. All other Class A Notes that are authenticated after the Closing Date for any other purpose under this Indenture shall be dated the date of its their authentication. Class A Notes issued upon transfer, exchange or replacement of other Class A Notes shall be issued in authorized denominations, if applicable, reflecting the original aggregate principal amount or notional amount, as the case may be, of the Class A Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount or notional amount, as the case may be, of the Class A Notes so transferred, exchanged or replaced. In the event that any Class A Note is divided into more than one Class A Note in accordance with this Article II, the original principal amount or notional amount, as the case may be, of such Class A Note shall be proportionately divided among the Class A Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount or notional amount, as the case may be, of such subsequently issued Class A Notes. No Class A Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Class A Note a certificate Certificate of authentication Authentication, substantially in the form provided for in Annex Aherein, signed manually in the name of executed by the Trustee or by an the Authenticating Agent by the manual signature of one of their authorized signatorysignatories, and such certificate upon any Class A Note shall be conclusive evidence, and the only evidence, that such Class A Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the BoardChief Executive Officer, its Vice Chairman of the BoardChief Financial Officer, its the Treasurer, the President or one of its a Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary President of the Company. The signature of any of these officers individuals on the Notes may be a manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then facsimile signature of such seal may be in the form of a facsimile thereof authorized officer and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals an individual who were was at any time the proper officers officer of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them individual shall have ceased to hold such offices office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes Notes, executed by the Company Company, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company Order shall authenticate and deliver such Notes. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex ASection 2.02, signed manually in the name of duly executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 4093.08 together with a written statement (which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Company, for all purposes of the Indenture this Indenture, such Note shall be deemed never not to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the this Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company Issuer and the Co-Issuer by its Chairman an Authorized Officer of the BoardIssuer and the Co-Issuer, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the Companyrespectively. The signature of any of these officers such Authorized Officers on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers Authorized Officers of the Company Issuer or the Co-Issuer shall bind the CompanyIssuer or the Co-Issuer, as the case may be, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Issuer and the Co-Issuer may deliver Notes executed by the Company Issuer and the Co-Issuer to the Trustee or the Authenticating Agent for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee or the Authenticating Agent, upon Issuer Order (which Issuer Order shall, in accordance connection with a transfer of Notes hereunder, be deemed to have been provided upon the Company Order delivery of an executed Note to the Trustee), shall authenticate and deliver such NotesNotes as provided in this Indenture and not otherwise. Each Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose under this Indenture shall be dated the date of its their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that any Note is divided into more than one Note in accordance with this Article 2, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authentication Authentication, substantially in the form provided for in Annex Aherein, signed manually in the name of executed by the Trustee or by an authorized signatorythe Authenticating Agent by the manual signature of one of their Authorized Officers, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman a member of the Board, its Vice Chairman Board of Directors and a member of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary Supervisory Committee (a Syndic) of the Company. The signature of any of these officers such Director and Syndic on the Notes may be manual manual, or by facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers Directors or Syndics of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices positions prior to the authentication and delivery of such Notes or did not hold such offices positions at the date of authentication and delivery of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes executed by the Company (as set forth above) to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee Trustee, in accordance with the such Company Order Order, shall authenticate and deliver such NotesNotes as provided in this Indenture and not otherwise. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section if the Trustee (a) being advised by counsel determines that such action may not lawfully be taken or (b) acting in good faith through its board of directors or board of trustees, executive committee, or a trust committee of directors or trust officers shall determine that such action would expose the Trustee to personal liability to Holders. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of Exhibit A hereto executed by the Trustee by an authorized signatorymanual 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Company Applicable Issuer by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyAuthorized Officers. The signature of any of these officers such Authorized Officer on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any the time the proper officers of execution Authorized Officers of the Company Applicable Issuer shall bind the CompanyApplicable Issuer, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Applicable Issuer may deliver Notes executed by the Company Applicable Issuer to the Collateral Trustee or the Authenticating Agent for authentication, together with a Company Order for the authentication and delivery of such Notesthe Collateral Trustee or the Authenticating Agent, and the Trustee in accordance with the Company Order upon Issuer Order, shall authenticate and deliver such NotesNotes as provided herein and not otherwise. Each Note authenticated and delivered by the Collateral Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose under this Indenture shall be dated the date of its their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current outstanding principal amount of the Notes so transferred, exchanged or replaced. If any Note is divided into more than one Note in accordance with this Article II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authentication Authentication, substantially in the form provided for in Annex Aherein, signed manually in executed by the name Collateral Trustee or by the Authenticating Agent by the manual signature of the Trustee by an one of their authorized signatorysignatories, and such certificate Certificate of Authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President Chief Executive Officer (or any Co-Chief Executive Officer if the title is allocated to more than one person), its President, its Chief Financial Officer or its Treasurer, and attested by its Secretary or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanySecretaries. The signature of any of these officers on the Notes may be manual or facsimile. If facsimile and shall not be required to be under the Company elects to reproduce its Company’s corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notesseal. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time Pursuant to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401a Company Order, the Company may deliver Trustee shall authenticate for original issue Notes executed by in an aggregate principal amount specified in the Company Order. The Trustee shall be entitled to receive an Officer’s Certificate and an Opinion of Counsel of the Trustee for authentication, together Company that it may reasonably request in connection with a Company Order for the such authentication and delivery of such Notes, and the Trustee in accordance with the . Such Company Order shall authenticate specify the amount of Notes to be authenticated and deliver such Notesthe date on which the original issue of Notes is to be authenticated. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of Base Indenture executed by the Trustee by an authorized signatorymanual or 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Company by its Chairman of the BoardChief Executive Officer, its Vice Chairman of the BoardPresident, its President Chief Financial Officer or one any of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the Company. The signature of any of these officers on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. . (b) Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At . (c) Subject to Section 3.01, at any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such NotesNotes and an Officers’ Certificate and Opinion of Counsel as required by Section 1.02 of this Indenture. The Company Order shall specify the amount of Notes to be authenticated, and shall further specify the amount of such Notes to be issued as Global Notes or as Physical Notes. The Trustee in accordance with the such Company Order shall authenticate and deliver such Notes. Notes as in this Indenture provided and not otherwise. (d) Each Note shall be dated the date of its authentication. . (e) No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name Exhibit F of this Indenture executed by the Trustee by an authorized signatorymanual 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company Issuer by its Chairman of the Board, its Vice Chairman of the Board, its President or at least one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyOfficer. The signature of any of these officers Officer on the Notes may be manual manual, electronic or facsimile. If facsimile signatures of the Company elects to reproduce its corporate seal on the Notes, then present or any future such seal may be in the form of a facsimile thereof authorized officer and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual manual, electronic or facsimile signatures signature of individuals an individual who were was at any time the proper officers Officer of the Company Issuer shall bind the CompanyIssuer, notwithstanding the fact that such individuals or any of them have individual has ceased to hold such offices office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee for authentication, together with a Company an Issuer Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company such Issuer Order shall authenticate and deliver such Notes. On the Issue Date, the Issuer shall deliver the Initial Notes in the aggregate principal amount of $650,000,000, executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, specifying the principal amount and registered holder of each Note, directing the Trustee to authenticate the Notes and deliver the same to the persons named in such Issuer Order and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Initial Notes. At any time and from time to time after the Issue Date, the Issuer may deliver Additional Notes executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Additional Notes, specifying the principal amount of and registered holder of each Note, directing the Trustee to authenticate the Additional Notes and deliver the same to the Persons named in such Issuer Order and certifying that the issuance of such Additional Notes is in compliance with Section 10.11 of this Indenture and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Additional Notes. In each case, the Trustee shall receive a copy of the resolution or resolutions of the Board, an executed supplemental indenture (if any), an Officer’s Certificate and an Opinion of Counsel of the Issuer as to such matters as it may reasonably require in connection with such authentication of Notes; provided that no Opinion of Counsel under Section 1.03 shall be required in connection with the authentication of the Initial Notes. Such Issuer Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. Trustee shall have the right to decline to authenticate and deliver any Notes under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein duly executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. In case the Issuer or any Guarantor, pursuant to Article Eight of this Indenture, shall be merged, consolidated or amalgamated with or into or wind up into any other Person or shall sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries, taken as a whole, in case of the Issuer, or all or substantially all of the properties or assets of such Guarantor in case of a Guarantor, to any Person, and the successor Person (other than the Issuer or such Guarantor, as applicable) formed by or surviving any such merger, consolidation or amalgamation or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made, shall have executed a supplemental indenture hereto with the Trustee pursuant to Article Eight of this Indenture, any of the Notes authenticated or delivered prior to such merger, consolidation, amalgamation, sale, assignment, transfer, lease, conveyance or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Issuer Request of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.02 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company Issuer by its Chairman of the Board, its Vice Chairman of the Board, its President or at least one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyOfficer. The signature of any of these officers Officer on the Notes may be manual manual, electronic or facsimile. If facsimile signatures of the Company elects to reproduce its corporate seal on the Notes, then present or any future such seal may be in the form of a facsimile thereof authorized officer and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual manual, electronic or facsimile signatures signature of individuals an individual who were was at any time the proper officers Officer of the Company Issuer shall bind the CompanyIssuer, notwithstanding the fact that such individuals or any of them have individual has ceased to hold such offices office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee for authentication, together with a Company an Issuer Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company such Issuer Order shall authenticate and deliver such Notes. On the Issue Date, the Issuer shall deliver the Initial Notes in the aggregate principal amount of $600,000,000, executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, specifying the principal amount and registered holder of each Note, directing the Trustee to authenticate the Notes and deliver the same to the persons named in such Issuer Order and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Initial Notes. At any time and from time to time after the Issue Date, the Issuer may deliver Additional Notes executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Additional Notes, specifying the principal amount of and registered holder of each Note, directing the Trustee to authenticate the Additional Notes and deliver the same to the Persons named in such Issuer Order and certifying that the issuance of such Additional Notes is in compliance with Section 10.11 of this Indenture and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Additional Notes. In each case, the Trustee shall receive a copy of the resolution or resolutions of the Board, an executed supplemental indenture (if any), an Officer’s Certificate and an Opinion of Counsel of the Issuer as to such matters as it may reasonably require in connection with such authentication of Notes; provided that no Opinion of Counsel under Section 1.03 shall be required in connection with the authentication of the Initial Notes. Such Issuer Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. Trustee shall have the right to decline to authenticate and deliver any Notes under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein duly executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. In case the Issuer or any Guarantor, pursuant to Article Eight of this Indenture, shall be merged, consolidated or amalgamated with or into or wind up into any other Person or shall sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries, taken as a whole, in case of the Issuer, or all or substantially all of the properties or assets of such Guarantor in case of a Guarantor, to any Person, and the successor Person (other than the Issuer or such Guarantor, as applicable) formed by or surviving any such merger, consolidation or amalgamation or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made, shall have executed a supplemental indenture hereto with the Trustee pursuant to Article Eight of this Indenture, any of the Notes authenticated or delivered prior to such merger, consolidation, amalgamation, sale, assignment, transfer, lease, conveyance or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Issuer Request of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.02 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its a Vice Presidents. If its corporate seal is reproduced thereon, it shall be President and attested by the its Secretary or an Assistant Secretary of the CompanySecretary. The signature of any of these officers on the Notes may be manual or facsimile. If facsimile signatures of the Company elects to reproduce its corporate seal on the Notes, then present or any future such seal may be in the form of a facsimile thereof authorized officer and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company Order shall authenticate and deliver such Notes. Each A Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the Indenture or not be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name until an authorized signatory of the Trustee by an authorized signatory, and such certificate upon any manually authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence, and the only evidence, evidence that such Note has been duly and validly authenticated and issued under the Indenture. The Trustee will, upon receipt of a Company Order, authenticate Notes, including any Additional Notes, in an unlimited aggregate principal amount, subject to the provisions of the Indenture. Each Company Order will specify the amount of Notes to be authenticated, the date on which the Notes are to be authenticated and, in the case of Additional Notes, the issue price of such Notes. The Trustee may appoint an agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Notes. Unless limited by the terms of such appointment, any such 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 Authenticating Agent. In case the Company pursuant to Article IX shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person that shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article VIII, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and deliver Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered hereunder. Notwithstanding in any new name of a successor Person pursuant to this Section 2.11 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the foregoingoption of the Holders but without expense to them, if any Note shall have been provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver in such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenturenew name.

Execution, Authentication, Delivery and Dating. The Senior Notes shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its Chief Executive Officer, its President or one of its Vice Presidents. If , under its corporate seal is seal, if any, reproduced thereon, it shall be thereon attested by the its Secretary or an one of its Assistant Secretary of the CompanySecretaries. The signature of any of these officers on the Senior Notes and the corporate seal may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Senior Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Senior Notes or did not hold such offices at the date of such Senior Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Senior Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Senior Notes, and the Trustee in accordance with the Company Order shall authenticate and deliver make such NotesSenior Notes available for delivery. Each Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Senior Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in herein executed by the name Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee by or an authorized signatoryAuthenticating Agent, and such certificate upon any Senior Note shall be conclusive evidence, and the only evidence, that such Senior Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Senior Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Senior Note to the Trustee for cancellation as provided in Section 4093.10, for all purposes of the this Indenture such Senior Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the this Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company (a) by its Chairman of the BoardChief Executive Officer, its Vice Chairman of the BoardPresident, its President Chief Financial Officer or one any of its Vice Presidents and (b) by its Treasurer, any Assistant Treasurer, the Secretary or any of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the Company. The signature of any of these officers on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes. The Company Order shall specify the amount of Notes to be authenticated, and shall further specify the amount of such Notes to be issued as a Global Notes or as Physical Notes, and whether any such Notes to be authenticated are Affiliate Notes. The Trustee in accordance with the such Company Order shall authenticate and deliver such NotesNotes as in this Indenture provided and not otherwise. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein executed by the Trustee by an authorized signatorymanual 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company Issuer by its Chairman one of the Board, its Vice Chairman Authorized Officers of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyIssuer. The signature of any of these officers such Authorized Officer on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers Authorized Officers of the Company Issuer shall bind the CompanyIssuer, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee or the Authenticating Agent for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with or the Company Order Authenticating Agent, upon Issuer Order, shall authenticate and deliver such NotesNotes as provided in this Indenture and not otherwise. Each Note authenticated and delivered by the Trustee or the Authenticating Agent to or upon Issuer Order on the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose under this Indenture shall be dated the date of its their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations, if applicable, reflecting the original aggregate principal amount or notional amount, as the case may be, of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount or notional amount, as the case may be, of the Notes so transferred, exchanged or replaced. In the event that any Note is divided into more than one Note in accordance with this Article II, the original principal amount or notional amount, as the case may be, of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount or notional amount, as the case may be, of such subsequently issued Notes. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authentication Authentication, substantially in the form provided for in Annex Aherein, signed manually in the name of executed by the Trustee or by an the Authenticating Agent by the manual signature of one of their authorized signatorysignatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the BoardChief Executive Officer, its President Chief Financial Officer or its Treasurer, and attested by its Secretary or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary Assistant Corporate Secretaries or an Assistant Secretary of the CompanyDeputy Corporate Secretaries. The signature of any of these officers on the Notes may be manual manual, facsimile or facsimile. If electronic signature (including any electronic signature covered by the Company elects U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., xxx.xxxxxxxx.xxx) and shall not be required to reproduce its be under the Company’s corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notesseal. Notes bearing the manual manual, facsimile or facsimile electronic signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time Pursuant to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401a Company Order, the Company may deliver Trustee shall authenticate for original issue Notes executed by in an aggregate principal amount specified in the Company to Order. The Trustee shall be provided with an Officers’ Certificate and an Opinion of Counsel of the Trustee for authentication, together Company that it may reasonably request in connection with a Company Order for the such authentication and delivery of such Notes, and the Trustee in accordance with the . Such Company Order shall authenticate specify the amount of Notes to be authenticated and deliver such Notesthe date on which the original issue of Notes is to be authenticated. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of Base Indenture executed by the Trustee by an authorized signatorymanual, facsimile or electronic signature (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., xxx.xxxxxxxx.xxx), and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes Securities shall be executed on behalf of the Company by its Chairman of the BoardChief Executive Officer, its Vice Chairman of the BoardChief Financial Officer, its the Treasurer, the President or one of its a Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary President of the Company. The signature of any of these officers individuals on the Notes Securities may be a manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then facsimile signature of such seal may be in the form of a facsimile thereof authorized officer and may be impressed, affixed, imprinted or otherwise reproduced on the NotesSecurities. Notes Securities bearing the manual or facsimile signatures of individuals an individual who were was at any time the proper officers officer of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them individual shall have ceased to hold such offices office prior to the authentication and delivery of such Notes Securities or did not hold such offices office at the date of such NotesSecurities. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes Securities, executed by the Company Company, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such NotesSecurities, and the Trustee in accordance with the Company Order shall authenticate and deliver such NotesSecurities. Each Note Security shall be dated the date of its authentication. No Note Security shall be entitled to any benefit under the 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 in Annex ASection 2.02, signed manually in the name of duly executed by the Trustee by manual signature of an authorized signatory, 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 hereunderhereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Note Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note Security to the Trustee for cancellation as provided in Section 4093.08 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of the Indenture this Indenture, such Note Security shall be deemed never not to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the this Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company Applicable Issuer by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyAuthorized Officers. The signature of any of these officers such Authorized Officer on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any the time the proper officers of execution Authorized Officers of the Company Applicable Issuer shall bind the CompanyApplicable Issuer, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Applicable Issuer may deliver Notes executed by the Company Applicable Issuer to the Trustee or the Authenticating Agent for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with or the Company Order Authenticating Agent, upon Issuer Order, shall authenticate and deliver such NotesNotes as provided herein and not otherwise. Each Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose under this Indenture shall be dated the date of its their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current outstanding principal amount of the Notes so transferred, exchanged or replaced. If any Note is divided into more than one Note in accordance with this Article II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authentication Authentication, substantially in the form provided for in Annex Aherein, signed manually in the name of executed by the Trustee or by an the Authenticating Agent by the manual signature of one of their authorized signatorysignatories, and such certificate Certificate of Authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyOfficer. The signature of any of these officers an Officer on the Notes may be manual or facsimile. If facsimile signatures of the Company elects to reproduce its corporate seal on the Notes, then present or any future such seal may be in the form of a facsimile thereof authorized Officer and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers Officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time On or prior to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Issuance Date, the Company may shall deliver the Initial Notes in an aggregate principal amount not to exceed thirty million dollars ($30,000,000) executed by the Company to the Trustee for authentication, together with a Company Order for directing the authentication Trustee to authenticate the Initial Notes and delivery certifying that all conditions precedent to the issuance of such NotesNotes contained herein have been fully complied with, and the Trustee in accordance with the such Company Order shall authenticate and deliver such Initial Notes. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein duly executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. The Trustee may appoint an Authenticating Agent acceptable to the IndentureCompany to authenticate Notes on behalf of the Trustee. Unless limited by the terms of such appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Agent. An Authenticating Agent has the same rights as any Note Registrar or Paying Agent to deal with the Company and its Affiliates.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary Officer of the Company. The signature of any of these officers such Officer on the Notes may be manual or by facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures signature of individuals an individual who were was at any time the proper officers an Officer of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have individual has ceased to hold such offices office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of original issuance of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes Notes, executed by the Company Company, to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed $500.0 million and (ii) Additional Notes in one or more series (which may be of the same series as any Notes previously issued hereunder, together with or of a different series) from time to time for original issue in aggregate principal amounts specified by the Company, in each case specified in clauses (i) and (ii) above, upon a written order of the Company in the form of an Officer’s Certificate of the Company (an “Authentication Order”). Such Authentication Order for shall specify the authentication amount of Notes to be authenticated and delivery the date on which the Notes are to be authenticated, the “CUSIP,” “ISIN,” “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee in accordance may reasonably request; provided, that if any Additional Notes are not fungible with the Company Order Initial Notes for U.S. federal income tax purposes, such Additional Notes shall authenticate and deliver such have a separate “CUSIP,” “ISIN,” “Common Code” or other similar identification number, if any, from the Initial Notes, as specified by the Company. Each Note All Notes shall be dated the date of its their authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein executed by the Trustee by an authorized signatorymanual 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company Issuer by its Chairman an Authorized Officer of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyOwner Trustee. The signature of any of these officers such Authorized Officer on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures signature of individuals who were at any time the proper officers Authorized Officers of the Company Owner Trustee shall bind the CompanyIssuer, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time Subject to time after the execution and delivery satisfaction of this Supplemental Indenture and as provided the conditions set forth in Section 4012.8, the Company may deliver Notes executed by the Company to the Indenture Trustee for authenticationshall upon receipt of an Issuer Order, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company Order shall authenticate and deliver the Class A Notes for original issue in the principal amount equal to $[ ]. The aggregate principal amount of the Class A Notes outstanding at any time may not exceed such Notesamount. Each Note The Notes that are authenticated and delivered by the Indenture Trustee to or upon the order of the Issuer on the Closing Date shall be dated [ ]. All other Notes that are authenticated after the Closing Date for any other purpose under the Indenture shall be dated the date of its their authentication. The Class A Notes shall be issuable as registered Notes in the minimum denomination of $[25,000] and multiples of $[1,000] in excess thereof. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in herein executed by the name of the Indenture Trustee by an the manual signature of one of its authorized signatorysignatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the BoardChairman, its President or one of its a Vice Presidents. If its corporate seal is reproduced thereon, it shall be President and attested by the its Secretary or an Assistant Secretary of the CompanySecretary. The signature of any of these officers on the Notes may be manual or facsimile. If facsimile signatures of the Company elects to reproduce its corporate seal on the Notes, then present or any future such seal may be in the form of a facsimile thereof authorized officer and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any the time of execution the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the such Company Order shall authenticate and deliver such Notes. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein duly executed by the Trustee by manual signature of an authorized signatoryofficer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. In case the IndentureCompany, pursuant to Article Eight, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article Eight, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Request of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf by each of the Company Issuers by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the Companytwo Officers. The signature of any of these officers Officer on the Notes may be manual or facsimile. If facsimile signatures of the Company elects to reproduce its corporate seal on the Notes, then present or any future such seal may be in the form of a facsimile thereof authorized officer and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company Issuers (or in the case of Mediacom Broadband LLC, of its sole member) shall bind the CompanyIssuers, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Issuers may deliver Initial Notes or Additional Notes executed by the Company Issuers to the Trustee for authentication, together with a Company Order an order for the authentication and delivery of such NotesNotes (the “Authentication Order”) directing the Trustee to authenticate the Notes and certifying that all conditions precedent to the issuance of Notes contained herein have been fully complied with, and the Trustee in accordance with the Company such Authentication Order shall authenticate and deliver such Initial Notes or Additional Notes. Upon receipt of the Authentication Order, the Trustee shall authenticate for original issue Exchange Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes of a like aggregate principal amount. The Trustee shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Issuers that it may reasonably request in connection with such authentication of Notes. Such order shall specify the amount of Notes to be authenticated and the date on which the original issue of Initial Notes, Additional Notes or Exchange Notes is to be authenticated. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein duly executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. In case either of the IndentureIssuers, pursuant to Article Eight, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of substantially all of its assets to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which such Issuer shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article Eight, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Issuers’ Request of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 303 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name. The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate Notes on behalf of the Trustee. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as any Note Registrar or Paying Agent to deal with the Issuers and their Affiliates hereunder.

Execution, Authentication, Delivery and Dating. The One Officer shall sign the Notes shall be executed on behalf of for the Company by its Chairman manual, facsimile or electronic signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be valid until authenticated by the manual, facsimile or electronic signature of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyTrustee. The signature of any of these officers on shall be conclusive evidence that the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such NotesNote has been authenticated under this Indenture. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, ; and the Trustee in accordance with the such Company Order shall authenticate and deliver such Notes. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein duly executed by the Trustee by manual, facsimile or electronic signature of an authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. The Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Notes referred to in the within-mentioned Indenture. The Bank of New York Mellon Trust Company, N.A., as Trustee Date: ______________ By: Authorized Signatory Each Note shall be dated the date of its authentication. With respect to Notes that are not to be originally issued at one time, the Trustee may conclusively rely, as to the authorization by the Company of any of such Notes, on the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to this Section, as applicable, in connection with the first authentication of Notes. Notwithstanding the foregoing, if any Note shall have been duly authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 4092.13 hereof together with a written statement stating that such Note has never been issued and sold by the Company, for all purposes of the this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the this Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the Companyany two Officers. The signature of any of these officers Officer on the Notes may be manual or facsimile. If facsimile signatures of the Company elects to reproduce its corporate seal on the Notes, then present or any future such seal may be in the form of a facsimile thereof authorized officer and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the such Company Order shall authenticate and deliver such Notes. Such Company Order shall identify the Notes to be authenticated, the date on which the original issue of the Notes is to be authenticated, the number of separate Note certificates, the principal amount of such Notes to be authenticated, the registered holder of each of the said Notes, and delivery instructions. On the Issue Date, the Company shall deliver the Initial Notes in the aggregate principal amount of $650,000,000 executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, directing the Trustee to authenticate the Notes and certifying that all conditions precedent to the issuance of Notes contained herein have been fully complied with, and the Trustee in accordance with such Company Order shall authenticate and deliver such Initial Notes. At any time and from time to time after the Issue Date, the Company may deliver Additional Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Additional Notes, directing the Trustee to authenticate the Additional Notes and certifying that the issuance of such Additional Notes is in compliance with Article Ten hereof and that all other conditions precedent to the issuance of Notes contained herein have been fully complied with, and the Trustee in accordance with such Company Order shall authenticate and deliver such Additional Notes; provided, however, that, notwithstanding anything to the contrary, no Opinion of Counsel will be required in connection with the authentication of the Initial Notes. In each case, the Trustee shall receive an Officers’ Certificate and an Opinion of Counsel of the Company that it may reasonably require in connection with such authentication of Notes. Such order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein duly executed by the Trustee by manual signature of an authorized signatoryofficer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. In case the IndentureCompany, pursuant to Article Eight, shall be amalgamated, consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such amalgamation or consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed a supplemental indenture hereto with the Trustee pursuant to Article Nine, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Request of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Company Issuer by its Chairman an Authorized Officer of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyOwner Trustee. The signature of any of these officers such Authorized Officer on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures signature of individuals any individual who were was, at any the time the proper officers of execution thereof, an Authorized Officer of the Company Issuer, shall bind the CompanyIssuer, notwithstanding the fact that such individuals or any of them have individual ceased to hold such offices office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes. . (b) At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Issuer may deliver Notes executed on behalf of the Issuer by an Authorized Officer of the Company Owner Trustee to the Indenture Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with Indenture Trustee, upon receipt of the Company Order Notes and of an Issuer Order, shall authenticate and deliver such Notes. ; provided, however, that the Indenture Trustee shall not authenticate the Notes on the Closing Date or the Initial Funding Date, as applicable, unless and until it shall have received the documents listed in Section 2.11 hereof. (c) Each Note authenticated and delivered by the Indenture Trustee to or upon Issuer Order on or prior to the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purposes under the Indenture shall be dated the date of its their authentication. (d) Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the Note Principal Balance so transferred, exchanged or replaced, but shall represent only the principal balance of the Notes so transferred, exchanged or replaced. In the event that any Note is divided into more than one Note in accordance with this Article II, such Note Principal Balance shall be divided among the Notes delivered in exchange therefor. (e) No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication authentication, substantially in the form provided for in Annex Aherein, signed manually in executed by the name Indenture Trustee by the manual signature of a Responsible Officer of the Trustee by an authorized signatoryIndenture Trustee, and such executed certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenturedelivered.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the BoardChairman, its Vice Chairman of the Board, its President or one of its Vice Presidents. If Chief Executive Officer under its corporate seal is reproduced thereon, it shall be thereon and attested to by the Secretary or an any Assistant Secretary of the Company. The signature signatures of any of these officers such Officers on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. The Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers Officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication authentication, and make available for delivery of such Notes, and the Trustee in accordance with the Company Order shall authenticate and deliver such Notes. Each Note If the Notes are to be issued in whole or in part in global form, then the Company shall execute and the Trustee shall, in accordance with this Section and the Company Order with respect to such Notes, authenticate and deliver one or more Notes in global form that (i) shall represent and shall be dated denominated in an amount equal to the date aggregate principal amount of the Outstanding Notes to be represented by such Note in global form, (ii) shall be registered in the name of the Depositary for such Note or Notes in global form or the nominee of such Depositary and (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instruction. Each Depositary designated by the Company for a Note in global form must, at the time of its authenticationdesignation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act and any other applicable statute or regulation. The Trustee shall have no responsibility to determine if the Depositary is so registered. Each Depositary shall enter into an agreement with the Trustee governing the respective duties and rights of such Depositary and the Trustee with regard to Notes issued in global form. No Note shall be entitled to any benefit benefits under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate until authenticated by the manual signature of authentication substantially in one of the form provided for in Annex A, signed manually in the name authorized signatories of the Trustee by or an authorized signatory, and such certificate Authenticating Agent. Such signature upon any Note shall be conclusive evidence, evidence and the only evidence, that such Note has been duly authenticated and delivered hereunderunder this Indenture and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 4093.9 together with a written statement (which need not comply with Section 1.2 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Company, for all purposes of the 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 the this Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed At least one Officer of the Partnership (or, in the case the Partnership is a limited partnership, the General Partner, acting on behalf of the Company by its Chairman Partnership) shall sign the Notes on behalf of the BoardPartnership by manual, its Vice Chairman “pdf” or other electronically imaged signature. If an Officer of the BoardPartnership (or, its President or one of its Vice Presidents. If its corporate seal in the case the Partnership is reproduced thereona limited partnership, it shall be attested by the Secretary or an Assistant Secretary General Partner, acting on behalf of the Company. The Partnership) whose signature of any of these officers is on a Note no longer holds that office at the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Note is authenticated, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company Order shall authenticate and deliver such Notes. Each Note shall be dated the date of its authenticationvalid nevertheless. No A Note shall not be entitled to any benefit under this Indenture or the Indenture related Guarantees or be valid or obligatory for any purpose unless there appears on such Note a certificate until authenticated by the manual, “pdf” or other electronically imaged signature of authentication substantially in the form provided for in Annex A, signed manually in the name an authorized signatory of the Trustee by an authorized signatoryTrustee, and such certificate upon any Note which signature shall be conclusive evidence, and evidence that the only evidence, that such Note has been duly authenticated and delivered hereunderunder this Indenture. Notwithstanding the foregoing, if any Note shall have has been authenticated and delivered hereunder but never issued and sold by the CompanyPartnership, and the Company shall deliver Partnership delivers such Note to the Trustee for cancellation as provided in Section 4092.13, together with a written statement (which need not comply with Section 12.05 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Partnership, for all purposes of the 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 or the related Guarantees. At any time and from time to time after the execution and delivery of this Indenture, the Partnership may deliver Notes of any series executed by the Partnership and each Subsidiary Guarantor to the Trustee for authentication, and the Trustee shall authenticate and deliver such Notes for original issue upon a Partnership Order for the authentication (an “Authentication Order”) and delivery of such Notes or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Partnership Order. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Notes of such series not otherwise determined. If provided for in such procedures, such Partnership Order may authorize (1) authentication and delivery of Notes of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity date or dates, original issue date or dates and interest rate or rates) that differ from Note to Note and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Partnership or its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Notes of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Notes, and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall be entitled to receive (in addition to the Partnership Order referred to above and the other documents required by Section 12.04), and (subject to Section 7.01) shall be fully protected in relying upon: (a) an Officer’s Certificate setting forth the Board Resolution and, if applicable, an appropriate record of any action taken pursuant thereto, as contemplated by the last paragraph of Section 2.01; and (b) an Opinion of Counsel to the effect that: (1) the form of such Notes has been established in conformity with the provisions of this Indenture; (2) the terms of such Notes have been established in conformity with the provisions of this Indenture; and (3) that, when authenticated and delivered by the Trustee and issued by the Partnership in the manner and subject to any conditions specified in such Opinion of Counsel, such Notes and the related Guarantees will constitute valid and binding obligations of the Partnership and the Subsidiary Guarantors, respectively, enforceable against the Partnership and the Subsidiary Guarantors, respectively, in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws in effect from time to time affecting the rights of creditors generally, and the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). If all the Notes of any series are not to be issued at one time, it shall not be necessary to deliver an Officer’s Certificate and Opinion of Counsel at the time of issuance of each such Note, but such Officer’s Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first Note of the series to be issued. The Trustee shall not be required to authenticate such Notes if the issuance of such Notes pursuant to this Indenture would affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner not reasonably acceptable to the Trustee. The Trustee may appoint an authenticating agent acceptable to the Partnership to authenticate Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Partnership, any Subsidiary Guarantor or an Affiliate of the Partnership or any Subsidiary Guarantor. Each Note shall be dated the date of its authentication. (b) Section 10.02 of the Base Indenture is hereby amended and restated as follows:

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company Issuer by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice PresidentsOfficers. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyIssuer. The signature of any of these officers on the Notes may be manual or facsimile. If the Company Issuer elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers Officers of the Company Issuer shall bind the CompanyIssuer, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental the Indenture and as provided in Section 401301, the Company Issuer may deliver Notes or, subject to the Issuer’s compliance with Sections 1008 and 1010, Additional Notes executed by the Company Issuer to the Trustee for authentication, together with a Company an Issuer Order for the authentication and delivery of such Notes or Additional Notes, and the Trustee in accordance with the Company Issuer Order shall authenticate and deliver such Notes or Additional Notes. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of the Trustee by an authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the CompanyIssuer, and the Company Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 409309, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf by each of the Company Issuers by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the Companytwo Officers. The signature of any of these officers Officer on the Notes may be manual or facsimile. If facsimile signatures of the Company elects to reproduce its corporate seal on the Notes, then present or any future such seal may be in the form of a facsimile thereof authorized officer and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company Issuers (or in the case of Mediacom LLC, of its sole member) shall bind the CompanyIssuers, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Issuers may deliver Initial Notes or Additional Notes executed by the Company Issuers to the Trustee for authentication, together with a Company Order an order for the authentication and delivery of such NotesNotes (the “Authentication Order”) directing the Trustee to authenticate the Notes and certifying that all conditions precedent to the issuance of Notes contained herein have been fully complied with, and the Trustee in accordance with the Company such Authentication Order shall authenticate and deliver such Initial Notes or Additional Notes. Upon receipt of the Authentication Order, the Trustee shall authenticate for original issue Exchange Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes of a like aggregate principal amount. The Trustee shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Issuers that it may reasonably request in connection with such authentication of Notes. Such order shall specify the amount of Notes to be authenticated and the date on which the original issue of Initial Notes, Additional Notes or Exchange Notes is to be authenticated. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein duly executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. In case either of the IndentureIssuers, pursuant to Article Eight, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of substantially all of its assets to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which such Issuer shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article Eight, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Issuers’ Request of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 303 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name. The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate Notes on behalf of the Trustee. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as any Note Registrar or Paying Agent to deal with the Issuers and their Affiliates hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the Companyany Officer. The signature of any of these officers an Officer on the Notes may be manual or via facsimile. If , .pdf transmission or other electronic means of the Company elects to reproduce its corporate seal on the Notes, then present or any future such seal may be in the form of a facsimile thereof authorized officer and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures signature of individuals an individual who were was at any time the a proper officers officer of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have individual ceased to hold such offices office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the such Company Order shall authenticate and deliver such Notes. On the Issue Date, the Company shall deliver the Initial Notes in the aggregate principal amount of $500,000,000 executed by the Company to the Trustee for authentication, together with a Company Order directing the Trustee to authenticate the Notes and certifying that all conditions precedent to the issuance of Notes contained herein have been fully complied with, and the Trustee in accordance with such Company Order shall authenticate and deliver such Initial Notes. At any time and from time to time after the Issue Date, the Company may deliver Additional Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Additional Notes, directing the Trustee to authenticate the Additional Notes and certifying that the issuance of such Additional Notes is in compliance with Article Ten hereof and that all other conditions precedent to the issuance of Notes contained herein have been fully complied with, and the Trustee in accordance with such Company Order shall authenticate and deliver such Additional Notes. Upon receipt of a Company Order, the Trustee shall authenticate for original issue Exchange Notes in an aggregate principal amount not to exceed $500,000,000 plus any increase in the aggregate principal amount of the Notes as a result of any Additional Notes issued; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes and any Additional Notes of a like aggregate principal amount in accordance with an Exchange Offer pursuant to a Registration Rights Agreement and a Company Order for the authentication and delivery of such Exchange Notes and certifying that all conditions precedent to the issuance of such Exchange Notes are complied with. In each case, the Trustee shall receive a Company Order and an Opinion of Counsel of the Company that it may reasonably require in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex AExhibit 1 to the Appendix, signed manually in the name of duly executed by the Trustee by manual signature of an authorized signatoryofficer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. In case the Company or any Subsidiary Guarantor, pursuant to Article Eight of this Indenture, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company or such Subsidiary Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed a supplemental indenture hereto with the Trustee pursuant to Article Eight of this Indenture, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Request of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company Trust by its Chairman of the Board, one of its Trustees or by one of its Vice Chairman of the Board, Presidents under its President common seal reproduced thereon and attested by its Secretary or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanySecretaries. The signature of any of these officers individuals on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper Trustees or officers of the Company Trust shall bind the CompanyTrust, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Trust may deliver Notes executed by the Company Trust to the Indenture Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the . The Indenture Trustee in accordance with the Company Order shall authenticate and deliver such NotesNotes upon a Trust Order, without any further action by the Trust. Each Note All Notes shall be dated the date of its their authentication and shall bear interest from the date of issue at the rate, and mature on the date, set forth in the Trust Order requesting their authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name herein executed by or on behalf of the Indenture Trustee by manual signature by an authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding In case the foregoingTrust, if pursuant to Article Eight, shall be consolidated or merged with or into any Note other Person or shall convey or transfer its assets substantially as an entirety to any other Person or Persons (other than a transfer pursuant to Section 8.03) and the successor Person resulting from such consolidation, or surviving such merger, or into which the Trust shall have been merged, or the Person or Persons which shall have received a conveyance or transfer as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article Eight, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance or transfer may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Indenture Trustee, upon Trust Request of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange. If Notes shall at any time be authenticated and delivered hereunder but never issued and sold by in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes option of the Indenture such Note Noteholders but without expense to them, shall be deemed never to have been provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered hereunder and in such new name. Each Note delivered under this Section 3.03 shall never be entitled to bear the benefits date of issue of the IndentureNote which was surrendered for it.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its any Vice Presidents. If its corporate seal is reproduced thereonPresident, it shall be attested by the its Secretary or an any Assistant Secretary of the CompanySecretary. The signature of any of these officers on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company when their signatures were affixed to such Notes shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company Order shall authenticate and deliver such Notes. Each Note At any time and from time to time after the execution and delivery of this Indenture and after the effectiveness of the Exchange Offer Registration Statement under the Securities Act with respect thereto, the Company may deliver Exchange Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Exchange Notes and a like principal amount of Original Notes for cancellation in accordance with Section 3.10, and the Trustee in accordance with the Company Order shall be dated authenticate and make available for delivery such Notes. Prior to authenticating any Exchange Notes, and accepting any additional responsibilities under this Indenture in relation to such Notes, the date of its authentication. No Note Trustee shall be entitled to any benefit under the Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex Areceive, signed manually in the name of the Trustee by an authorized signatoryupon request, and such certificate upon any Note (subject to Section 6.01) shall be conclusive evidencefully protected in relying upon, and the only evidence, that such Note has been duly authenticated and delivered hereunderan Opinion of Counsel in accordance with Section 1.02. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 4093.10 together with a written statement (which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Company, for all purposes of the 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 shall not be required to authenticate or to cause an Authentication Agent to authenticate any Notes if the Indentureissue of such Notes pursuant to this Indenture will affect the Trustee's own rights, duties, indemnities or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company related Obligors or the Obligors' Agent by its Chairman of the Board, its Vice Chairman of the Board, its President or one any of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyAuthorized Officers. The signature of any of these officers on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any the time of execution of such Notes the proper officers of the Company Obligors or the Obligors' Agent shall bind the Companyrelated Obligors, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture Master Agreement and as provided the related Series Supplement, and upon satisfaction of all the conditions set forth in Section 401the related Series Supplement, the Company Obligors' Agent may deliver Notes of the related Series (including Notes of any Class or Tranche within such Series) executed by the Company Obligors' Agent to the Trustee or Authenticating Agent for authentication, together with a Company an Obligors' Order for the authentication and delivery of such NotesNotes and an Officer's Certificate that all conditions precedent for such issuance have been satisfied, and the Trustee in accordance with the Company Obligors' Order shall authenticate and deliver make available for delivery such Notes. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the Indenture this Master Agreement or any Series Supplement or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein executed by the Trustee or the Authenticating Agent by an authorized signatorymanual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Master Agreement and the related Series Supplement. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the CompanyObligors' Agent, and the Company Obligors' Agent shall deliver such Note to the Trustee or the Authenticating Agent for cancellation as provided in Section 4095.08 together with a written statement (which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Obligors' Agent, for all purposes of the Indenture this Master Agreement such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenturethis Master Agreement.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman any Officer of the Board, its Vice Chairman Company (or any general partner of the BoardCompany or the ultimate general partner, its President sole or one managing member of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the Companysuch general partner). The signature of any of these officers on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers Officers of the Company or its general partner shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company Order shall authenticate and deliver such Notes. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein executed by the Trustee by an authorized signatorymanual 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409213, for all purposes of the this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the this Indenture.

Execution, Authentication, Delivery and Dating. (1) The Notes shall be executed on behalf of the Company Issuer by its Chairman any one of the Board, its Vice Chairman Issuer’s Board members or officers. The Notes may be executed on behalf of the BoardIssuer in counterparts, its President or each of which shall constitute an original and all of which when taken together shall constitute one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by and the Secretary or an Assistant Secretary of the Companysame instrument. The signature of any of these the Issuer’s Board members or officers on the Notes and any counterparts thereto, may be manual the manual, facsimile or facsimile. If other electronic signatures of the Company elects to reproduce its corporate seal on the Notes, then present or any future such seal may be in the form of a facsimile thereof authorized officer and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. . (2) Notes bearing the manual manual, facsimile or facsimile other electronic signatures of individuals who were at any time the proper officers of the Company Issuer shall bind the CompanyIssuer, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. . (3) At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Issuer may deliver Notes of any Series, executed by the Company Issuer to the Trustee for authentication, together with a Company an Issuer Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company Issuer Order shall authenticate and deliver such Notes. If not all the Notes of any Series are to be issued at one time and if the Board Resolution or Supplemental Indenture establishing such Series shall so permit, the Issuer Order may set forth procedures acceptable to the Trustee for the issuance of such Notes and determining terms of particular Notes of such Series such as interest rate, stated maturity, date of issuance and date from which interest shall accrue. (4) In authenticating any Notes, and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall be provided with, and shall be fully protected in relying upon: (a) an Opinion of Counsel stating: (i) that such Notes, when completed by appropriate insertions and executed and delivered by the Issuer to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the Issuer, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights, to general equitable principles and to such other customary qualifications; (ii) that the Issuer has the requisite corporate power to issue such Notes, and has duly taken all necessary action in accordance with its constating documents with respect to such issuance; and (iii) that the issuance of such Notes will not contravene the constating documents of the Issuer; and (b) an Officer’s Certificate stating: (i) that the form or forms of such Notes have been established in conformity with the provisions of this Indenture; and (ii) that the terms of such Notes have been established in conformity with the provisions of this Indenture. (5) Notwithstanding the provisions of Section 3.1 and of the preceding two paragraphs, if not all the Notes of any Series are to be issued at one time, it shall not be necessary to deliver the Officer’s Certificate otherwise required pursuant to Section 3.1 or the Issuer Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Note, but such documents shall be delivered prior to or at the time of issuance of the first Note of such Series. (6) The Trustee shall not be required to authenticate and deliver any Notes if the issue of such Notes pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. (7) Each Note shall be dated the date of its authentication. . (8) No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein duly executed by the Trustee by manual signature of an authorized signatoryofficer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the CompanyIssuer, and the Company Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 4093.11 together with a written statement (which need not comply with Section 1.2 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the this Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company Issuer by its Chairman an Authorized Officer of the Board, its Vice Chairman of Owner Trustee or the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyAdministrator. The signature of any of these officers such Authorized Officer on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures signature of individuals who were at any time the proper officers Authorized Officers of the Company Owner Trustee or the Administrator shall bind the CompanyIssuer, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time Subject to time after the execution and delivery satisfaction of this Supplemental Indenture and as provided the conditions set forth in Section 4012.08 hereof, the Company may deliver Notes executed by the Company to the Indenture Trustee for authenticationshall, together with a Company Order for the authentication and delivery of such Notesupon Issuer Order, and the Trustee in accordance with the Company Order shall authenticate and deliver the Notes for original issue in the aggregate principal amounts with respect to each Class as specified below: The aggregate principal amounts of such NotesClasses of Notes outstanding at any time may not exceed such respective amounts. Each Note The Notes that are authenticated and delivered by the Indenture Trustee to or upon the order of the Issuer on the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date as a result of transfer or exchange or for any other purpose under the Indenture shall be dated the date of its their authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication (substantially in the form provided for in Annex the forms of Notes at Exhibit A, signed manually in ) executed by the name of the Indenture Trustee by an the manual signature of one of its authorized signatorysignatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the BoardBoard of Directors, its President, one of its Executive or Senior Vice Chairman of the BoardPresidents or Chief Executive Officers or its Treasurer, and attested by its President Secretary or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanySecretaries. The signature of any of these officers on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes Notes, executed by the Company Company, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, Notes and the Trustee in accordance with the Company Order shall authenticate and deliver such Notes. If any Note shall be represented by a permanent Global Note, then, for purposes of this Section and Section 3.4, the notation of a beneficial owner’s interest therein upon original issuance of such Note or upon exchange of a portion of a temporary Global Note shall be deemed to be delivery in connection with the original issuance of such beneficial owner’s interest in such permanent Global Note. The Trustee shall be entitled to receive, and (subject to Section 6.1) shall be fully protected in relying upon, prior to the authentication and delivery of the Notes, (i) a Company Order for such authentication, (ii) the Board Resolution by or pursuant to which the form and terms of such Notes have been approved, (iii) an Officers’ Certificate stating that all conditions precedent provided for in the Indenture have been complied with and that, to the best knowledge of the signers of such certificates, no Event of Default with respect to any of the Notes shall have occurred and be continuing and (iv) an Opinion of Counsel substantially to the effect that: (a) the forms and terms of such Notes, have been established in conformity with the provisions of this Indenture; and (b) such Notes, when completed by appropriate insertions and executed and delivered by the Company to the Trustee in accordance with the Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and binding obligations of the Company (and the Guarantees set forth in this Indenture with respect thereto will constitute legal, valid and binding obligations of each Subsidiary Guarantor), enforceable against the Company (and each respective Subsidiary Guarantor) in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent transfer and similar laws affecting creditors’ rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). The Trustee shall not be required to authenticate such Notes if the issuance of such Notes pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture in a manner which is not reasonably acceptable to the Trustee. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in one of the form forms provided for in Annex A, signed manually in the name of herein duly executed by the Trustee or by an authorized signatoryAuthenticating Agent, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Note shall have been duly authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 4093.8 together with a written statement (which need not comply with Section 1.2) stating that such Note has never been issued and sold by the Company, for all purposes of the this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the this Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company Issuer by its Chairman of the Board, its Vice Chairman of the Board, its President or at least one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyOfficer. The signature of any of these officers Officer on the Notes may be manual or facsimile. If facsimile signatures of the Company elects to reproduce its corporate seal on the Notes, then present or any future such seal may be in the form of a facsimile thereof authorized officer and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures signature of individuals an individual who were was at any time the proper officers officer of the Company Issuer shall bind the CompanyIssuer, notwithstanding the fact that such individuals or any of them have individual has ceased to hold such offices office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee for authentication, together with a Company an Issuer Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company such Issuer Order shall authenticate and deliver such Notes. Each On the Issue Date, the Issuer shall deliver the Initial Notes in the aggregate principal amount of $400,000,000 executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, specifying the principal amount and registered holder of each Note and directing the Trustee to authenticate the Notes and deliver the same to the persons named in such Issuer Order and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Initial Notes. At any time and from time to time after the Issue Date, the Issuer may deliver Additional Notes executed by the Issuer to the Trustee for authentication, and in connection with any Automatic Exchange pursuant to Section 2.3(c)(vii) in the Appendix, the Global Note that is not a Transfer Restricted Note, together with an Issuer Order for the authentication and delivery of such Additional Notes, or Global Note that is not a Transfer Restricted Note in connection with such Automatic Exchange, specifying the principal amount of and registered holder of each Note, directing the Trustee to authenticate the Additional Notes, or Global Note that is not a Transfer Restricted Note in connection with such Automatic Exchange and deliver the same to the persons in such Issuer Order and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Additional Notes, or Global Note that is not a Transfer Restricted Note in connection with such Automatic Exchange. In each case, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel of the Issuer that it may reasonably require in connection with such authentication of Notes. Such Issuer Order shall specify the amount of Notes to be dated authenticated and the date of its authenticationon which such Notes are authenticated. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein duly executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. In case the Issuer or any Guarantor, pursuant to Article Eight of this Indenture, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuer or such Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed a supplemental indenture hereto with the Trustee pursuant to Article Eight of this Indenture, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Issuer Request of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name. The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an affiliate of the Issuer.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the BoardBoard of Directors, its President, one of its Executive or Senior Vice Chairman of the BoardPresidents or Chief Executive Officers or its Treasurer, and attested by its President Secretary or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanySecretaries. The signature of any of these officers on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes Notes, executed by the Company Company, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, Notes and the Trustee in accordance with the Company Order shall authenticate and deliver such Notes. If any Note shall be represented by a permanent Global Note, then, for purposes of this Section and Section 3.4, the notation of a beneficial owner's interest therein upon original issuance of such Note or upon exchange of a portion of a temporary Global Note shall be deemed to be delivery in connection with the original issuance of such beneficial owner's interest in such permanent Global Note. The Trustee shall be entitled to receive, and (subject to Section 6.1) shall be fully protected in relying upon, prior to the authentication and delivery of the Notes, (i) a Company Order for such authentication, (ii) the Board Resolution by or pursuant to which the form and terms of such Notes have been approved, (iii) an Officers' Certificate stating that all conditions precedent provided for in the Indenture have been complied with and that, to the best knowledge of the signers of such certificates, no Event of Default with respect to any of the Notes shall have occurred and be continuing and (iv) an Opinion of Counsel substantially to the effect that: (a) the forms and terms of such Notes, have been established in conformity with the provisions of this Indenture; and (b) such Notes, when completed by appropriate insertions and executed and delivered by the Company to the Trustee in accordance with the Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and binding obligations of the Company (and the Guarantees with respect thereto will constitute legal, valid and binding obligations of each Subsidiary Guarantor), enforceable against the Company (and each respective Subsidiary Guarantor) in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent transfer and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). The Trustee shall not be required to authenticate such Notes if the issuance of such Notes pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Notes and this Indenture in a manner which is not reasonably acceptable to the Trustee. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in one of the form forms provided for in Annex A, signed manually in the name of herein duly executed by the Trustee or by an authorized signatoryAuthenticating Agent, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Note shall have been duly authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 4093.8 together with a written statement (which need not comply with Section 1.2) stating that such Note has never been issued and sold by the Company, for all purposes of the this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the this Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company Issuer by its Chairman of the Board, its Vice Chairman of the Board, its President or at least one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyOfficer. The signature of any of these officers Officer on the Notes may be manual manual, electronic or facsimile. If facsimile signatures of the Company elects to reproduce its corporate seal on the Notes, then present or any future such seal may be in the form of a facsimile thereof authorized officer and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual manual, electronic or facsimile signatures signature of individuals an individual who were was at any time the proper officers Officer of the Company Issuer shall bind the CompanyIssuer, notwithstanding the fact that such individuals or any of them have individual has ceased to hold such offices office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee for authentication, together with a Company an Issuer Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company such Issuer Order shall authenticate and deliver such Notes. On the Issue Date, the Issuer shall deliver the Initial Notes in the aggregate principal amount of $750,000,000, executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, specifying the principal amount and registered holder of each Note, directing the Trustee to authenticate the Notes and deliver the same to the persons named in such Issuer Order and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Initial Notes. At any time and from time to time after the Issue Date, the Issuer may deliver Additional Notes executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Additional Notes, specifying the principal amount of and registered holder of each Note, directing the Trustee to authenticate the Additional Notes and deliver the same to the Persons named in such Issuer Order and certifying that the issuance of such Additional Notes is in compliance with Section 10.11 of this Indenture and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Additional Notes. In each case, the Trustee shall receive a copy of the resolution or resolutions of the Board, an executed supplemental indenture (if any), an Officer’s Certificate and an Opinion of Counsel of the Issuer as to such matters as it may reasonably require in connection with such authentication of Notes; provided that no Opinion of Counsel under Section 1.03 shall be required in connection with the authentication of the Initial Notes. Such Issuer Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. Trustee shall have the right to decline to authenticate and deliver any Notes under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein duly executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. In case the Issuer or any Guarantor, pursuant to Article Eight of this Indenture, shall be merged, consolidated or amalgamated with or into or wind up into any other Person or shall sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries, taken as a whole, in case of the Issuer, or all or substantially all of the properties or assets of such Guarantor in case of a Guarantor, to any Person, and the successor Person (other than the Issuer or such Guarantor, as applicable) formed by or surviving any such merger, consolidation or amalgamation or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made, shall have executed a supplemental indenture hereto with the Trustee pursuant to Article Eight of this Indenture, any of the Notes authenticated or delivered prior to such merger, consolidation, amalgamation, sale, assignment, transfer, lease, conveyance or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Issuer Request of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.02 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name.

Execution, Authentication, Delivery and Dating. The Notes Debentures shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If Presidents under its corporate seal is reproduced thereon, it shall be or impressed thereon and attested by the its Secretary or an one of its Assistant Secretary of the CompanySecretaries. The signature of any of these officers on the Notes Debentures may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes Debentures bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes Debentures or did not hold such offices at the date of such NotesDebentures. At any time and from time to time after Upon the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company or from time to time thereafter, Debentures may deliver Notes be executed by the Company and delivered to the Trustee for authentication, together with a and the Trustee shall thereupon authenticate and deliver said Securities to or upon Company Order for without any further action by the Company. Debentures may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to the Trustee ("Procedures") as may be specified from time to time by Company Order. Procedures may authorize authentication and delivery pursuant to instructions of such Notes, and the Trustee in accordance with the Company Order or a duly authorized agent, which instructions shall authenticate and deliver such Notesbe promptly confirmed in writing. Each Note Debenture shall be dated the date of its authentication. No Note Debenture shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note Debenture a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein executed by the Trustee by an the manual signature of one of its authorized signatoryofficers, and such certificate upon any Note Debenture shall be conclusive evidence, and the only evidence, that such Note Debenture has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company Issuer by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyOfficers. The signature of any of these officers such Officer on the Notes may be manual manual, facsimile or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Noteselectronic. Notes bearing the manual manual, electronic or facsimile signatures of individuals who were at any the time of execution the proper officers Officers of the Company Issuer shall bind the Company, Issuer notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee or the Authenticating Agent for authentication, together with a Company Order for the authentication and the Trustee or the Authenticating Agent, upon Issuer Order (which shall be deemed to be provided upon delivery of such executed Notes), and the Trustee in accordance with the Company Order shall authenticate and deliver such NotesNotes as provided herein and not otherwise. Each Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose under this Indenture shall be dated the date of its their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current outstanding principal amount of the Notes so transferred, exchanged or replaced. If any Note is divided into more than one Note in accordance with this Article II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authentication Authentication, substantially in the form provided for in Annex Aherein, signed manually in the name of executed by the Trustee or by an the Authenticating Agent by the manual signature of one of their authorized signatorysignatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company each Obligor by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If , under its corporate seal is reproduced thereon, it shall be thereon attested by the its Secretary or an one of its Assistant Secretary of the CompanySecretaries. The signature of any of these officers on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company any Obligor shall bind the CompanyObligor, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes executed by the Company each Obligor to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company Order shall authenticate and deliver such Notes. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein executed by the Trustee by manual signature of an authorized signatoryResponsible 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 4093.11, for all purposes of the this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the this Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by one of its Chairman of the Board, its Vice Chairman of the BoardPresident, its President Chief Executive Officer, its Chief Financial Officer or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be Presidents and attested by the its Secretary or an one of its Assistant Secretary of the CompanySecretaries. The signature signatures of any of these officers on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be Each Guarantor shall execute a Guarantee in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notesmanner set forth in Section 13.7. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after On the execution and delivery of this Supplemental Indenture and as provided in Section 401Issue Date, , the Company may deliver Notes in the outstanding aggregate principal amount of $247,337,500 executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, ; and the Trustee in accordance with the such Company Order shall authenticate and deliver make available for delivery such NotesNotes as provided in this Indenture and not otherwise. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein duly executed by the Trustee by an manual signature of one of its duly authorized signatorysignatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. In case the IndentureCompany or any of its Subsidiaries, pursuant to Article VIII, shall, in a single transaction or through a series of related transactions, be consolidated or merged with or into any other Person or shall sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person, and the successor Person resulting from such consolidation or surviving such merger, or into which the Company shall have been merged, or the successor Person which shall have participated in the sale, assignment, conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article VIII, any of the Notes authenticated or delivered prior to such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Request of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 3.3 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes on behalf of the Trustee. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Note Registrar or Paying Agent to deal with the Company and its Affiliates. If an officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates such Note, such Note shall be valid nevertheless.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company and Finance Co by its Chairman any two Officers of the Board, its Vice Chairman each of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the Company. Company and Finance Co. The signature of any of these officers Officer on the Notes may be manual or facsimile. If facsimile signatures of the Company elects to reproduce its corporate seal on the Notes, then present or any future such seal may be in the form of a facsimile thereof authorized officer and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company and Finance Co shall bind the CompanyCompany and Finance Co, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Issuers may deliver Notes executed by the Company Issuers to the Trustee for authentication, together with a Company an Issuer Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company such Issuer Order shall authenticate and deliver such Notes. On the Issue Date, the Issuers shall deliver the Notes in the aggregate principal amount of $[—] executed by the Issuers to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, directing the Trustee to authenticate the Notes and certifying that all conditions precedent to the issuance of Notes contained herein have been fully complied with, and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Notes. At any time and from time to time after the Issue Date and in accordance with the Note Purchase Agreement, the Issuers may deliver additional Notes having identical terms and conditions to the Notes issued on the Issue Date (the “Additional Notes”) executed by the Issuers to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Additional Notes, directing the Trustee to authenticate the Additional Notes and certifying that the issuance of such Additional Notes is in compliance with Article Ten hereof and that all other conditions precedent to the issuance of Notes contained herein have been fully complied with, and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Additional Notes. In each case, the Trustee shall receive an Officers’ Certificate and an Opinion of Counsel of the Issuers that it may reasonably require in connection with such authentication of Notes. Such order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein duly executed by the Trustee by manual signature of an authorized signatoryofficer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. In case an Issuer or any Guarantor, pursuant to Article Eight, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the Indenturesuccessor Person resulting from such consolidation, or surviving such merger, or into which such Issuer or such Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed a supplemental indenture in the form of Exhibit D hereto with the Trustee pursuant to Article Eight, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Issuer Request of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name.

Execution, Authentication, Delivery and Dating. i) The Notes shall be executed on behalf of the Company Issuer by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyAuthorized Officers. The signature of any of these officers such Authorized Officer on the Notes may be manual manual, electronic or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual manual, electronic or facsimile signatures of individuals who were at any the time the proper officers of execution Authorized Officers of the Company Issuer shall bind the CompanyIssuer, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee or the Authenticating Agent for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with or the Company Order Authenticating Agent, upon Issuer Order, shall authenticate and deliver such NotesNotes as provided herein and not otherwise. Each Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose under this Indenture shall be dated the date of its their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current outstanding principal amount of the Notes so transferred, exchanged or replaced. If any Note is divided into more than one Note in accordance with this Article II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authentication Authentication, substantially in the form provided for in Annex Aherein, signed manually in the name of executed by the Trustee or by an the Authenticating Agent by the manual or electronic signature of one of their authorized signatorysignatories, and such certificate Certificate of Authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its a Vice Presidents. If its corporate seal is reproduced thereon, it shall be President and attested by the its Secretary or an Assistant Secretary of the CompanySecretary. The signature of any of these officers on the Notes may be manual or facsimile. If facsimile signatures of the Company elects to reproduce its corporate seal on the Notes, then present or any future such seal may be in the form of a facsimile thereof authorized officer and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company Order shall authenticate and deliver such Notes. Each A Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the Indenture or not be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name until an authorized signatory of the Trustee by an authorized signatory, and such certificate upon any manually authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence, and the only evidence, evidence that such Note has been duly and validly authenticated and issued under this Indenture. The Trustee will, upon receipt of a Company Order, authenticate Notes in an unlimited aggregate principal amount, subject to the provisions of this Indenture. Each Company Order will specify the amount of Notes to be authenticated, the date on which the Notes are to be authenticated. The Trustee may appoint an agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Notes. Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. In case the Company pursuant to Article IX shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person that shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article VIII, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and deliver Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered hereunder. Notwithstanding in any new name of a successor Person pursuant to this Section 2.11 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the foregoingoption of the Holders but without expense to them, if any Note shall have been provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver in such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenturenew name.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by any of its Chairman of the BoardAuthorized Officers, attested by its Vice Chairman of the Board, its President Secretary or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanySecretaries. The signature of any of these officers on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers Authorized Officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes of each series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, ; and the Trustee in accordance with the Company Order shall authenticate and deliver such NotesNotes in accordance with such Company Order. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of this Indenture executed by the Trustee by an authorized signatorymanual 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 and never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 4093.11, for all purposes of the this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the this Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company Issuer by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice PresidentsOfficers. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyIssuer. The signature of any of these officers on the Notes may be manual or facsimile. If the Company Issuer elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers Officers of the Company Issuer shall bind the CompanyIssuer, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee for authentication, together with a Company an Issuer Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company Issuer Order shall authenticate and deliver such Notes. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of the Trustee by an authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the CompanyIssuer, and the Company Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the its Secretary or an one of its Assistant Secretary of the CompanySecretaries. The signature of any of these officers on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, ; and the Trustee in accordance with the such Company Order shall authenticate and deliver such NotesNotes as in this Indenture provided and not otherwise. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein executed by the Trustee by an authorized signatorymanual 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 In case the foregoingCompany, if pursuant to Article 5, shall, in one or more related transactions, be consolidated or merged with or into any Note other Person or shall sell, assign, transfer, convey or otherwise dispose of all or substantially all the properties or assets of the Company and its Restricted Subsidiaries taken as a whole to any Person, and the successor Person resulting from such consolidation or surviving such merger, or into which the Company shall have been merged, or the successor Person which shall have participated in the sale, assignment, transfer, conveyance or other disposition as aforesaid, shall have assumed all of the obligations of the Company under the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee pursuant to Article 5, any of the Notes authenticated or delivered prior to such consolidation, merger, sale, assignment, transfer, conveyance or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the request of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange. If Securities shall at any time be authenticated and delivered hereunder but never issued and sold by in any new name of a successor Person pursuant to this Section 2.03 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes option of the Indenture such Note Holders but without expense to them, shall be deemed never to have been provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenturein such new name.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the Company. The signature of any of these officers on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401301, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company Order shall authenticate and deliver such Notes. The Trustee shall have the right to decline to authenticate and deliver any Notes: (a) if the Trustee, being advised by counsel, determines that such action may not be taken lawfully; or (b) if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to Holders of any then-outstanding Notes. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of the Trustee by an authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409310, for all purposes of the 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 acceptable to the IndentureCompany to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate of the Company.

Execution, Authentication, Delivery and Dating. The Notes Securities shall be executed on behalf of the Company by its the Chairman of the Board, its Vice Chairman Chairman, Chief Executive Officer, Chief Financial Officer, President or any Vice President of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall Company and need not be attested by the Secretary or an Assistant Secretary of the Companyattested. The signature of any of these officers on the Notes Securities may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes Securities or did not hold such offices at the date of such NotesSecurities. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes Securities of each series executed by the Company with the Guarantee endorsed thereon to the Trustee for authentication, together with a Company Order for the authentication and delivery of such NotesSecurities, and the Trustee in accordance with the Company Order shall authenticate and deliver such NotesSecurities; provided, however, that Exchange Securities shall be issuable only upon the valid surrender for cancellation of Original Securities of the same series and of a like aggregate principal amount, in accordance with the applicable Exchange Offer. Each Note Security shall be dated the date of its authentication. No Note Security shall be entitled to any benefit under this Indenture or the Indenture Guarantee 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 in Annex A, signed manually in the name of herein executed by the Trustee by manual signature of an authorized signatory, 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 Company, and the Company shall deliver such Note Security to the Trustee for cancellation as provided in Section 409, 309 for all purposes of the Indenture 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 the this Indenture.

Execution, Authentication, Delivery and Dating. The Notes Debentures shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If Presidents under its corporate seal is reproduced thereon, it shall be or impressed thereon and attested by the its Secretary or an one of its Assistant Secretary of the CompanySecretaries. The signature of any of these officers on the Notes Debentures may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes Debentures bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes Debentures or did not hold such offices at the date of such NotesDebentures. At any time and from time to time after Upon the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company or from time to time thereafter, Debentures may deliver Notes be executed by the Company and delivered to the Trustee for authentication, together with a and the Trustee shall thereupon authenticate and deliver said Securities to or upon Company Order for without any further action by the Company. Debentures may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to the Trustee ("Procedures") as may be specified from time to time by Company Order. Procedures may authorize authentication and delivery pursuant to oral instructions of such Notes, and the Trustee in accordance with the Company Order or a duly authorized agent, which instructions shall authenticate and deliver such Notesbe promptly confirmed in writing. Each Note Debenture shall be dated the date of its authentication. No Note Debenture shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note Debenture a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein executed by the Trustee by an the manual signature of one of its authorized signatoryofficers, and such certificate upon any Note Debenture shall be conclusive evidence, and the only evidence, that such Note Debenture has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. (a) (q) The Notes shall be executed on behalf of the Company Applicable Issuer by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyAuthorized Officers. The signature of any of these officers such Authorized Officer on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any the time the proper officers of execution Authorized Officers of the Company Applicable Issuer shall bind the CompanyApplicable Issuer, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Applicable Issuer may deliver Notes executed by the Company Applicable Issuer to the Trustee or the Authenticating Agent for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with or the Company Order Authenticating Agent, upon Issuer Order, shall authenticate and deliver such NotesNotes as provided herein and not otherwise. Each Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose under this Indenture shall be dated the date of its their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current outstanding principal amount of the Notes so transferred, exchanged or replaced. If any Note is divided into more than one Note in accordance with this Article II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authentication Authentication, substantially in the form provided for in Annex Aherein, signed manually in the name of executed by the Trustee or by an the Authenticating Agent by the manual signature of one of their authorized signatorysignatories, and such certificate Certificate of Authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes Securities shall be executed on behalf of the Company by one of its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be Presidents attested by the its Secretary or an one of its Assistant Secretary of the CompanySecretaries. The signature of any of these officers officer on the Notes Securities may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes Securities or did not hold such offices at on the date of such NotesSecurities. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes Securities executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, Securities; and the Trustee in accordance with the such Company Order shall authenticate and deliver such NotesSecurities as provided in this Indenture and not otherwise. Each Note Security shall be dated the date of its authentication. No Note Security shall be entitled to any benefit under the 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 in Annex A, signed manually in the name of herein duly executed by the Trustee by manual or facsimile signature of an authorized signatoryofficer, 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 In case the foregoingCompany, if pursuant to ARTICLE EIGHT, shall be consolidated, merged with or into any Note other Person or shall sell, assign, convey, transfer or lease substantially all of its properties and assets to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person which shall have received a sale, assignment, conveyance, transfer or lease as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to ARTICLE NINE, any of the Securities authenticated or delivered prior to such consolidation, merger, sale, assignment, conveyance, transfer or lease may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Request of the successor Person, shall authenticate and deliver Securities as specified in such request for the purpose of such exchange. If Securities shall at any time be authenticated and delivered hereunder but never issued and sold by in any new name of a successor Person pursuant to this Section 303 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes option of the Indenture such Note Holders but without expense to them, shall be deemed never to have been provide for the exchange of all Securities at the time Outstanding for Securities authenticated and delivered hereunder and shall never be entitled in such new name. The Trustee may appoint an authenticating agent acceptable to the benefits Company to authenticate Securities on behalf of the IndentureTrustee. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Security Registrar or Paying Agent to deal with the Company and its Affiliates.

Execution, Authentication, Delivery and Dating. The Notes Securities shall be executed on behalf of the Company by its Chairman of the BoardChief Executive Officer, its Vice Chairman of the BoardChief Financial Officer, its the Treasurer, the President or one of its a Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary President of the Company. The signature of any of these officers individuals on the Notes Securities may be a manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then facsimile signature of such seal may be in the form of a facsimile thereof authorized officer and may be impressed, affixed, imprinted or otherwise reproduced on the NotesSecurities. Notes Securities bearing the manual or facsimile signatures of individuals an individual who were was at any time the proper officers officer of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them individual shall have ceased to hold such offices office prior to the authentication and delivery of such Notes Securities or did not hold such offices office at the date of such NotesSecurities. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes Securities, executed by the Company Company, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such NotesSecurities, and the Trustee in accordance with the Company Order shall authenticate and deliver such NotesSecurities. In the case of authentication and delivery of Securities in excess of $400,000,000 aggregate outstanding amount, the Trustee shall be entitled to require that such Company Order certify that such order is given in connection with a corresponding exercise of the option set forth in Section 2(b) of the Purchase Agreement. Each Note Security shall be dated the date of its authentication. No Note Security shall be entitled to any benefit under the 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 in Annex ASection 2.02, signed manually in the name of duly executed by the Trustee by manual signature of an authorized ---- signatory, 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 hereunderhereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Note Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note Security to the Trustee for cancellation as provided in Section 4093.08 together with a written statement (which need not comply with ---- Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that ---- such Security has never been issued and sold by the Company, for all purposes of the Indenture this Indenture, such Note Security shall be deemed never not to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the this Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company Co-Issuers by its Chairman at least one Officer of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the Companyeach Co-Issuer. The signature of any of these officers Officer on the Notes may be manual or facsimile. If facsimile signatures of the Company elects to reproduce its corporate seal on the Notes, then present or any future such seal may be in the form of a facsimile thereof authorized officer and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company Co-Issuers shall bind the CompanyCo-Issuers, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Co-Issuers may deliver Notes executed by the Company Co-Issuers to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the such Company Order shall authenticate and deliver such Notes. On the Issue Date, the Co-Issuers shall deliver the Initial Notes in the aggregate principal amount of US$500,000,000 executed by the Co-Issuers to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, directing the Trustee to authenticate the Notes, and the Trustee in accordance with such Company Order shall authenticate and deliver such Initial Notes. At any time and from time to time after the Issue Date, the Co-Issuers may deliver Additional Notes executed by the Co-Issuers to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Additional Notes, directing the Trustee to authenticate the Additional Notes, and certifying that the issuance of such Additional Notes is in compliance with Article Ten hereof, and the Trustee in accordance with such Company Order shall authenticate and deliver such Additional Notes. In each case, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel of the Co-Issuers in connection with such authentication of Notes; provided that no Opinion of Counsel under Section 103 shall be required in connection with the authentication of the Initial Notes. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein duly executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. In case any of the Co-Issuers or any Guarantor, pursuant to Article Eight of this Indenture, shall be consolidated, amalgamated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation or amalgamation, or surviving such merger, or into which such Co-Issuer or such Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed a supplemental indenture hereto with the Trustee pursuant to Article Eight of this Indenture, any of the Notes authenticated or delivered prior to such consolidation, amalgamation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Request of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 202 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary Officer of the Company. The signature of any of these officers such Officer on the Notes may be manual or by facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures signature of individuals an individual who were was at any time the proper officers an Officer of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have individual has ceased to hold such offices office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of original issuance of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes Notes, executed by the Company Company, to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue on the Issue Date in the aggregate principal amount of $750.0 million and (ii) any Additional Notes for an aggregate principal amount specified by the Company, together with in each case specified in clauses (i) and (ii) above, upon a written order of the Company in the form of an Officer’s Certificate of the Company (an “Authentication Order”). Such Authentication Order for shall specify the authentication amount of Notes to be authenticated and delivery the date on which the Notes are to be authenticated, the “CUSIP,” “ISIN” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee in accordance may reasonably request; provided, that if any Additional Notes are not fungible with the Company Order Initial Notes for U.S. federal income tax purposes, such Additional Notes shall authenticate and deliver such have a separate “CUSIP,” “ISIN” or other similar identification number, if any, from the Initial Notes, as specified by the Company. Each Note All Notes shall be dated the date of its their authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein executed by the Trustee by an authorized signatorymanual 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Company by its Chairman of the BoardChairman, its Vice Chairman of the BoardPresident, its President Chief Executive Officer or one of its Vice Presidents. If Chief Financial Officer under its corporate seal is reproduced thereon, it shall be thereon and attested to by the Secretary or an any Assistant Secretary of the Company. The signature signatures of any of these officers such Officers on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. The Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers Officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At No Note shall be entitled to any benefits under this Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of one of the authorized signatories of the Trustee or an Authenticating Agent. Such signature upon any Note shall be conclusive evidence and the only evidence, that such Note has been duly authenticated and delivered under this Indenture and is entitled to the benefits of this Indenture. (b) Subject to Section 3.1, at any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes of any series ("Additional Notes") executed by the Company to the Trustee for authentication, together with a Company Order for the authentication authentication, and make available for delivery of such Additional Notes, and the Trustee in accordance with the Company Order shall authenticate and deliver such Additional Notes. Each Note shall be dated Prior to the issuance of the Additional Notes of any series after the date of its authentication. No Note this Indenture, the Trustee shall receive and (subject to Section 6.1) shall be entitled to any benefit under the Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate fully protected in relying upon an Opinion of authentication substantially in Counsel complying with Section 1.2 which shall also state: that the form provided for of such Additional Notes has been established in Annex A, signed manually conformity with the provisions of this Indenture; that the terms of such Additional Notes have been established in conformity with the name provisions of the Trustee by an authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, this Indenture; that such Note has been duly Additional Notes, when authenticated and delivered hereunder. Notwithstanding by the foregoingTrustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, if any Note shall have been authenticated will constitute valid and delivered hereunder but never issued and sold by legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors' rights and to general equity principles; that the Note Guarantees attached to such Additional Notes will constitute the valid and legally binding obligation of the Guarantors, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors' rights and to general equity principles; that all laws and requirements in respect of the execution and delivery by the Company of the Additional Notes and the Company shall deliver execution and delivery by the Guarantors of the Note Guarantees have been complied with; and such Note to other matters as the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenturemay reasonably request.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the Companyany Officer. The signature of any of these officers Officer on the Notes may be manual or via facsimile. If , .pdf transmission or other electronic means of the Company elects to reproduce its corporate seal on the Notes, then present or any future such seal may be in the form of a facsimile thereof authorized Officer and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures signature of individuals an individual who were was at any time the a proper officers officer of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have individual ceased to hold such offices office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the such Company Order shall authenticate and deliver such Notes. On the Issue Date, the Company shall deliver the Initial Notes in the aggregate principal amount of $500,000,000 executed by the Company to the Trustee for authentication, together with a Company Order directing the Trustee to authenticate the Notes and certifying that all conditions precedent to the issuance of Notes contained herein have been fully complied with, and the Trustee in accordance with such Company Order shall authenticate and deliver such Initial Notes. At any time and from time to time after the Issue Date, the Company may deliver Additional Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Additional Notes, directing the Trustee to authenticate the Additional Notes and certifying that the issuance of such Additional Notes is in compliance with Article Ten hereof and that all other conditions precedent to the issuance of Notes contained herein have been fully complied with, and the Trustee in accordance with such Company Order shall authenticate and deliver such Additional Notes. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex AExhibit 1 to the Appendix, signed manually in the name of duly executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. In case the Company or any Subsidiary Guarantor, pursuant to Article Eight of this Indenture, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company or such Subsidiary Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed a supplemental indenture hereto with the Trustee pursuant to Article Eight of this Indenture, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Request of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company and Finance Co by its Chairman any two Officers of the Board, its Vice Chairman each of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the Company. Company and Finance Co. The signature of any of these officers Officer on the Notes may be manual or facsimile. If facsimile signatures of the Company elects to reproduce its corporate seal on the Notes, then present or any future such seal may be in the form of a facsimile thereof authorized officer and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company and Finance Co shall bind the CompanyCompany and Finance Co, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Issuers may deliver Notes executed by the Company Issuers to the Trustee for authentication, together with a Company an Issuer Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company such Issuer Order shall authenticate and deliver such Notes. On the Issue Date, the Issuers shall deliver the Notes in the aggregate principal amount of $1,600,000,000 (and $252,494,000 aggregate principal amount of Rollover Notes) executed by the Issuers to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, directing the Trustee to authenticate the Notes and certifying that all conditions precedent to the issuance of Notes contained herein have been fully complied with, and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Notes. At any time and from time to time after the Issue Date, the Issuers may deliver Additional Notes executed by the Issuers to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Additional Notes, directing the Trustee to authenticate the Additional Notes and certifying that the issuance of such Additional Notes is in compliance with Article Ten hereof and that all other conditions precedent to the issuance of Notes contained herein have been fully complied with, and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Additional Notes. In each case, the Trustee shall receive an Officers’ Certificate and an Opinion of Counsel of the Issuers that it may reasonably require in connection with such authentication of Notes. Such order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein duly executed by the Trustee by manual signature of an authorized signatoryofficer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. In case an Issuer or any Subsidiary Guarantor, pursuant to Article Eight, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the Indenturesuccessor Person resulting from such consolidation, or surviving such merger, or into which such Issuer or such Subsidiary Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed a supplemental indenture in the form of Exhibit D hereto hereto with the Trustee pursuant to Article Eight, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Issuer Request of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company Issuer by its Chairman of the Board, its Vice Chairman of the Board, its President or at least one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyOfficer. The signature of any of these officers Officer on the Notes may be manual or facsimile. If facsimile signatures of the Company elects to reproduce its corporate seal on the Notes, then present or any future such seal may be in the form of a facsimile thereof authorized officer and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures signature of individuals an individual who were was at any time the proper officers Officer of the Company Issuer shall bind the CompanyIssuer, notwithstanding the fact that such individuals or any of them have individual has ceased to hold such offices office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee for its manual authentication, together with a Company an Issuer Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company such Issuer Order shall authenticate and deliver such Notes. On the Issue Date, the Issuer shall deliver the Notes in the aggregate principal amount of $30,000,000 executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, specifying the principal amount and registered holder of each Note, directing the Trustee to authenticate the Notes and deliver the same to the persons named in such Issuer Order and the Trustee in accordance with such Issuer Order shall manually authenticate and deliver such Notes. The Trustee shall receive an Officer’s Certificate and Opinion of Counsel of the Issuer as to such matters as it may reasonably require in connection with such authentication of Notes. Such Issuer Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein duly executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of the this Indenture.

Execution, Authentication, Delivery and Dating. ‌ The Notes shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the Company. The signature of any of these officers on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401301, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company Order shall authenticate and deliver such Notes. The Trustee shall have the right to decline to authenticate and deliver any Notes: (a) if the Trustee, being advised by counsel, determines that such action may not be taken lawfully; or (b) if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to Holders of any then-outstanding Notes. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of the Trustee by an authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409309, for all purposes of the 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 acceptable to the IndentureCompany to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as the Trustee to deal with the Company or an Affiliate of the Company.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company Co-Issuers by its Chairman any two Officers of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the Companyeach Co-Issuer. The signature of any of these officers Officer on the Notes may be manual or facsimile. If facsimile signatures of the Company elects to reproduce its corporate seal on the Notes, then present or any future such seal may be in the form of a facsimile thereof authorized officer and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company Co-Issuers shall bind the CompanyCo-Issuers, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Co-Issuers may deliver Notes executed by the Company Co-Issuers to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the such Company Order shall authenticate and deliver such Notes. On the Issue Date, the Co-Issuers shall deliver the Initial Notes in the aggregate principal amount of US$692,825,000 executed by the Co-Issuers to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, directing the Trustee to authenticate the Notes and an Officers’ Certificate and Opinion of Counsel certifying that all conditions precedent to the issuance of Notes contained herein have been fully complied with, and the Trustee in accordance with such Company Order shall authenticate and deliver such Initial Notes. At any time and from time to time after the Issue Date, the Co-Issuers may deliver Additional Notes executed by the Co-Issuers to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Additional Notes, directing the Trustee to authenticate the Additional Notes and an Officers’ Certificate and Opinion of Counsel certifying that the issuance of such Additional Notes is in compliance with Article Ten hereof and that all other conditions precedent to the issuance of Notes contained herein have been fully complied with, and the Trustee in accordance with such Company Order shall authenticate and deliver such Additional Notes. On Company Order, the Trustee shall authenticate for original issue Exchange Notes in an aggregate principal amount not to exceed US$692,825,000 plus the aggregate principal amount of any Additional Notes issued; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes and any Additional Notes of a like aggregate principal amount in accordance with an Exchange Offer pursuant to the Registration Rights Agreement and a Company Order for the authentication and delivery of such Exchange Notes and an Officers’ Certificate and Opinion of Counsel certifying that all conditions precedent to the issuance of such Exchange Notes are complied with (including the effectiveness of the Exchange Offer Registration Statement related thereto). In each case, the Trustee shall receive an Officers’ Certificate and an Opinion of Counsel of the Co-Issuers in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein duly executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. In case any of the Co-Issuers or any Guarantor, pursuant to Article Eight of this Indenture, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which such Co-Issuer or such Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed a supplemental indenture hereto with the Trustee pursuant to Article Eight of this Indenture, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Request of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company Issuer by its Chairman of the Board, its Vice Chairman of the Board, its President or at least one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyOfficer. The signature of any of these officers Officer on the Notes may be manual or facsimile. If facsimile signatures of the Company elects to reproduce its corporate seal on the Notes, then present or any future such seal may be in the form of a facsimile thereof authorized officer and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures signature of individuals an individual who were was at any time the proper officers officer of the Company Issuer shall bind the CompanyIssuer, notwithstanding the fact that such individuals or any of them have individual has ceased to hold such offices office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee for authentication, together with a Company an Issuer Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company such Issuer Order shall authenticate and deliver such Notes. Each On the Issue Date, the Issuer shall deliver the Initial Notes in the aggregate principal amount of $550,000,000 executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, specifying the principal amount and registered holder of each Note and directing the Trustee to authenticate the Notes and deliver the same to the persons named in such Issuer Order and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Initial Notes. At any time and from time to time after the Issue Date, the Issuer may deliver Additional Notes executed by the Issuer to the Trustee for authentication, and in connection with any Automatic Exchange pursuant to Section 2.3(c)(vii) in the Appendix, the Global Note that is not a Transfer Restricted Note, together with an Issuer Order for the authentication and delivery of such Additional Notes, or Global Note that is not a Transfer Restricted Note in connection with such Automatic Exchange, specifying the principal amount of and registered holder of each Note, directing the Trustee to authenticate the Additional Notes, or Global Note that is not a Transfer Restricted Note in connection with such Automatic Exchange and deliver the same to the persons in such Issuer Order and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Additional Notes, or Global Note that is not a Transfer Restricted Note in connection with such Automatic Exchange. In each case, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel of the Issuer that it may reasonably require in connection with such authentication of Notes. Such Issuer Order shall specify the amount of Notes to be dated authenticated and the date of its authenticationon which such Notes are authenticated. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein duly executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. In case the Issuer or any Guarantor, pursuant to Article Eight of this Indenture, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuer or such Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed a supplemental indenture hereto with the Trustee pursuant to Article Eight of this Indenture, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Issuer Request of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name. The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an affiliate of the Issuer.

Execution, Authentication, Delivery and Dating. The Notes shall be executed At least one Officer of the Partnership (or, in the case the Partnership is a limited partnership, the General Partner, acting on behalf of the Company by its Chairman Partnership) shall sign the Notes on behalf of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested Partnership by the Secretary or an Assistant Secretary of the Company. The signature of any of these officers on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures signature. If an Officer of individuals who were the Partnership (or, in the case the Partnership is a limited partnership, the General Partner, acting on behalf of the Partnership) whose signature is on a Note no longer holds that office at any the time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Note is authenticated, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company Order shall authenticate and deliver such Notes. Each Note shall be dated the date of its authenticationvalid nevertheless. No A Note shall not be entitled to any benefit under this Indenture or the Indenture related Guarantees or be valid or obligatory for any purpose unless there appears on such Note a certificate until authenticated by the manual signature of authentication substantially in the form provided for in Annex A, signed manually in the name an authorized signatory of the Trustee by an authorized signatoryTrustee, and such certificate upon any Note which signature shall be conclusive evidence, and evidence that the only evidence, that such Note has been duly authenticated and delivered hereunderunder this Indenture. Notwithstanding the foregoing, if any Note shall have has been authenticated and delivered hereunder but never issued and sold by the CompanyPartnership, and the Company shall deliver Partnership delivers such Note to the Trustee for cancellation as provided in Section 4092.13, together with a written statement (which need not comply with Section 12.05 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Partnership, for all purposes of the 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 or the related Guarantees. At any time and from time to time after the execution and delivery of this Indenture, the Partnership may deliver Notes of any series executed by the Partnership and each Subsidiary Guarantor to the Trustee for authentication, and the Trustee shall authenticate and deliver such Notes for original issue upon a Partnership Order for the authentication (an “Authentication Order”) and delivery of such Notes or pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Partnership Order. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Notes of such series not otherwise determined. If provided for in such procedures, such Partnership Order may authorize (1) authentication and delivery of Notes of such series for original issue from time to time, with certain terms (including, without limitation, the Maturity date or dates, original issue date or dates and interest rate or rates) that differ from Note to Note and (2) may authorize authentication and delivery pursuant to oral or electronic instructions from the Partnership or its duly authorized agent, which instructions shall be promptly confirmed in writing. If the form or terms of the Notes of the series have been established in or pursuant to one or more Board Resolutions as permitted by Section 2.01, in authenticating such Notes, and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall be entitled to receive (in addition to the Partnership Order referred to above and the other documents required by Section 12.04), and (subject to Section 7.01) shall be fully protected in relying upon: (a) an Officer’s Certificate setting forth the Board Resolution and, if applicable, an appropriate record of any action taken pursuant thereto, as contemplated by the last paragraph of Section 2.01; and (b) an Opinion of Counsel to the effect that: (1) the form of such Notes has been established in conformity with the provisions of this Indenture; (2) the terms of such Notes have been established in conformity with the provisions of this Indenture; and (3) that, when authenticated and delivered by the Trustee and issued by the Partnership in the manner and subject to any conditions specified in such Opinion of Counsel, such Notes and the related Guarantees will constitute valid and binding obligations of the Partnership and the Subsidiary Guarantors, respectively, enforceable against the Partnership and the Subsidiary Guarantors, respectively, in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws in effect from time to time affecting the rights of creditors generally, and the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). If all the Notes of any series are not to be issued at one time, it shall not be necessary to deliver an Officer’s Certificate and Opinion of Counsel at the time of issuance of each such Note, but such Officer’s Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first Note of the series to be issued. The Trustee shall not be required to authenticate such Notes if the issuance of such Notes pursuant to this Indenture would affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner not reasonably acceptable to the Trustee. The Trustee may appoint an authenticating agent acceptable to the Partnership to authenticate Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Partnership, any Subsidiary Guarantor or an Affiliate of the Partnership or any Subsidiary Guarantor. Each Note shall be dated the date of its authentication.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or at least one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary Officer of the Company. The signature of any of these officers such Officer on the Notes may be manual a manual, electronic or facsimile. If facsimile signature of the Company elects to reproduce its corporate seal on the Notes, then present or any future such seal may be in the form of a facsimile thereof Officer and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual manual, electronic or facsimile signatures signature of individuals any individual who were was at any time the proper officers an Officer of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have individual has ceased to hold such offices office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of such Notes. At any time and from time to time after On the execution and delivery of this Supplemental Indenture and as provided in Section 401Issue Date, the Company may shall deliver the Initial Notes in the aggregate principal amount of $400,000,000 executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, directing the Trustee to authenticate the Notes, and the Trustee in accordance with the such Company Order shall authenticate and deliver such Initial Notes. At any time and from time to time after the Issue Date, the Company may deliver Additional Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Additional Notes, directing the Trustee to authenticate the Additional Notes, and the Trustee in accordance with such Company Order shall authenticate and deliver such Additional Notes. In each case, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes; provided that no Opinion of Counsel shall be required in connection with the authentication of the Initial Notes. Such Company Order shall specify the amount of Notes to be authenticated and the date on which such Notes are to be authenticated. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein duly executed by the Trustee by manual or electronic signature of an authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. After the Issue Date, the Trustee shall have the right to decline to authenticate and make available for delivery any Notes under this Section if the Trustee, being advised by counsel to the Trustee, reasonably determines that such action would expose the Trustee to personal liability in a manner not reasonably acceptable to the Trustee. In case the Company or any Guarantor, pursuant to Article Eight of this Indenture, shall be consolidated, amalgamated, merged with or into or wound up into any other Person or shall sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to any Person, and the successor Person resulting from such consolidation or amalgamation, or surviving such merger, or into which the Company or such Guarantor shall have been merged or wound up into, or the Person which shall have received a sale, assignment, transfer, lease, conveyance or other disposition as aforesaid, shall have executed a supplemental indenture hereto with the Trustee pursuant to Article Eight of this Indenture, any of the Notes authenticated or delivered prior to such consolidation, amalgamation, merger, sale, assignment, transfer, lease, conveyance or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and deliver Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 202 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name.

Execution, Authentication, Delivery and Dating. The ---------------------------------------------- Notes shall be executed on behalf of the Company Issuer Trust by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyAuthorized Officer thereof. The signature of any of these officers such Authorized Officer on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures signature of individuals who were were, at any time the proper officers time, Authorized Officers of the Company Issuer Trust shall bind the CompanyIssuer Trust, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time Subject to time after the execution and delivery satisfaction of this Supplemental Indenture and as provided the conditions set forth in Section 401------- 2.08 hereof, the Company may deliver Notes executed by the Company to the Indenture Trustee for authentication, together with a Company shall upon receipt of an Issuer Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company Order shall ---- authenticate and deliver the Notes for original issue in the following principal amount: $139,835,000. The aggregate principal amount of the Notes outstanding at any time may not exceed such Notesamount. Each Note The Notes that are authenticated and delivered by the Indenture Trustee to or upon the order of the Issuer Trust on the Closing Date shall be dated July 29, 1998. All other Notes that are authenticated after the Closing Date for any other purpose under the Indenture shall be dated the date of its their authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $5,000 and integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in herein executed by the name of the Indenture Trustee by an the manual signature of one of its authorized signatorysignatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes Securities shall be executed on behalf of the Company by one of its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be Presidents attested by the its Secretary or an one of its Assistant Secretary of the CompanySecretaries. The signature of any of these officers officer on the Notes Securities may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes Securities or did not hold such offices at on the date of such NotesSecurities. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes Securities executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, Securities; and the Trustee in accordance with the such Company Order shall authenticate and deliver such NotesSecurities as provided in this Indenture and not otherwise. Each Note Security shall be dated the date of its authentication. No Note Security shall be entitled to any benefit under the 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 in Annex A, signed manually in the name of herein duly executed by the Trustee by manual or facsimile signature of an authorized signatoryofficer, 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 In case the foregoingCompany, if pursuant to Article Eight, shall be consolidated, merged with or into any Note other Person or shall sell, assign, convey, transfer or lease substantially all of its properties and assets to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person which shall have received a sale, assignment, conveyance, transfer or lease as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such consolidation, merger, sale, assignment, conveyance, transfer or lease may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Request of the successor Person, shall authenticate and deliver Securities as specified in such request for the purpose of such exchange. If Securities shall at any time be authenticated and delivered hereunder but never issued and sold by in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes option of the Indenture such Note Holders but without expense to them, shall be deemed never to have been provide for the exchange of all Securities at the time Outstanding for Securities authenticated and delivered hereunder and shall never be entitled in such new name. The Trustee may appoint an authenticating agent acceptable to the benefits Company to authenticate Securities on behalf of the IndentureTrustee. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Security Registrar or Paying Agent to deal with the Company and its Affiliates.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company Issuer by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is Presidents which may be in facsimile form or otherwise reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the Company. The signature of any of these officers on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal The Notes may be in the form of a facsimile thereof and may be impressedprinted, affixedlithographed, imprinted typewritten, mimeographed or otherwise reproduced on the Notesproduced. The Notes need not be sealed. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company Issuer shall bind the CompanyIssuer, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and or delivery of such Notes or did not hold such offices at the date of authentication or delivery of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Issuer may deliver Notes executed by the Company Issuer together with an Issuer Order authorizing authentication thereof to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, ; and the Trustee in accordance with the Company Order shall authenticate and deliver such NotesNotes as in this Indenture, provided, having an aggregate Initial Note Principal Balance not in excess of the amount stated in Section 3.1, and not otherwise. Each Note shall bear on its face the Issue Date and the Legal Maturity Date and be dated as of the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex Aherein, signed manually in the name of executed by the Trustee by an the manual signature of one of its authorized signatoryofficers, 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 Each Holder shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to provide the Trustee for cancellation as provided recordation in Section 409, the Note Register its mailing address for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of notices under the Indenture.

Execution, Authentication, Delivery and Dating. The Notes Notes, when issued, shall be executed on behalf of the Company Issuer by its Chairman an Officer of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyIssuer. The signature of any of these officers an Officer on the Notes may be manual or facsimile. If facsimile or via pdf transmission or other electronic means of the Company elects to reproduce its corporate seal on the Notes, then present or any future such seal may be in the form of a facsimile thereof authorized Officer and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures signature of individuals an individual who were was at any time the a proper officers Officer of the Company Issuer shall bind the CompanyIssuer, notwithstanding the fact that such individuals or any of them have individual ceased to hold such offices office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee for authentication, together with a Company an Issuer’s Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company such Issuer’s Order shall authenticate and deliver such Notes. On the Issue Date, the Issuer shall deliver the Initial Notes executed by the Issuer in the aggregate principal amount of $110,000,000 to the Trustee for authentication, together with an Issuer’s Order directing the Trustee to authenticate such Notes, and the Trustee in accordance with such Issuer’s Order shall authenticate and deliver such Initial Notes, and the Issuer shall deliver further Initial Notes upon exercise of the Initial Purchaser’s Option up to an aggregate additional principal amount of $11,000,000 to the Trustee for authentication, together with an Issuer’s Order directing the Trustee to authenticate such Notes, and the Trustee in accordance with such Issuer’s Order shall authenticate and deliver such Initial Notes. At any time and from time to time after the Issue Date, the Issuer may deliver Additional Notes executed by the Issuer to the Trustee for authentication, together with (i) an Issuer’s Order for the authentication and delivery of such Additional Notes, directing the Trustee to authenticate the Additional Notes and certifying that all conditions precedent to the issuance of Notes contained herein have been fully complied with, and (ii) an Opinion of Counsel which shall state that such Additional Notes, when authenticated and delivered by the Trustee and issued by the Issuer, will constitute valid and legally binding obligations of the Issuer, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Thereafter, the Trustee in accordance with such Issuer’s Order shall authenticate and deliver such Additional Notes. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex AExhibit 1 to the Appendix, signed manually in the name of duly executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. In case the Issuer, pursuant to Article VIII of this Indenture, shall be consolidated or merged with or into any other Person or shall sell, assign, transfer, lease or otherwise convey all or substantially all of its properties and assets to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuer shall have been merged, or the Person which shall have received a sale, assignment, transfer, lease or other conveyance as aforesaid, shall have expressly assumed the obligations of the Issuer pursuant to Article VIII of this Indenture, any of the Notes authenticated or delivered prior to such consolidation, merger, sale, assignment, transfer, lease or other conveyance may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Issuer’s Request of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name.

Execution, Authentication, Delivery and Dating. (a) At any time and from time to time after the execution and delivery of this Indenture until the Interest Payment Date in October, 2006, provided that no Event of Default has occurred and is continuing, the Company may deliver Senior Notes in an aggregate principal amount (including all then Outstanding Senior Notes) not in excess of $100,000,000 executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Senior Notes, and the Trustee in accordance with the Company Order shall authenticate and deliver such Senior Notes. In authenticating such Senior Notes, and accepting the additional responsibilities under this Indenture in relation to such Senior Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon: (i) a copy of any Board Resolution relating thereto; and (ii) an Opinion of Counsel stating that (1) such Senior Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; (2) the Senior Notes have been duly authorized and executed by the Company and have been delivered to the Trustee for authentication in accordance with this Indenture; and (3) the Senior Notes are not required to be registered under the Securities Act. (b) The Senior Notes shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its Chief Executive Officer, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the Company. The signature of any of these officers on the Senior Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Senior Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Senior Notes or did not hold such offices at the date of such Senior Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company Order shall authenticate and deliver such Notes. Each Note shall be dated the date of its authentication. . (c) No Senior Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Senior Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein executed by the Trustee by an the manual signature of one of its authorized signatoryofficers, and such certificate upon any Senior Note shall be conclusive evidence, and the only evidence, that such Senior Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Senior Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Senior Note to the Trustee for cancellation as provided in Section 4093.8, for all purposes of the this Indenture such Senior Note shall be deemed never to have been authenticated and delivered hereunder and have (d) Each Senior Note shall never be entitled to dated the benefits date of the Indentureits authentication.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the BoardChief Executive Officer, its President Chief Financial Officer or its Treasurer, and attested by its Secretary or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary Assistant Corporate Secretaries or an Assistant Secretary of the CompanyDeputy Corporate Secretaries. The signature of any of these officers on the Notes may be manual manual, facsimile or facsimile. If electronic signature (including any electronic signature covered by the Company elects U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., xxx.xxxxxxxx.xxx) and shall not be required to reproduce its be under the Company’s corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notesseal. Notes bearing the manual manual, facsimile or facsimile electronic signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time Pursuant to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401a Company Order, the Company may deliver Trustee shall authenticate for original issue Notes executed by in an aggregate principal amount specified in the Company to Order. The Trustee shall be provided with an Officer’s Certificate and an Opinion of Counsel of the Trustee for authentication, together Company that it may reasonably request in connection with a Company Order for the such authentication and delivery of such Notes, and the Trustee in accordance with the . Such Company Order shall authenticate specify the amount of Notes to be authenticated and deliver such Notesthe date on which the original issue of Notes is to be authenticated. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of Base Indenture executed by the Trustee by an authorized signatorymanual, facsimile or electronic signature (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., xxx.xxxxxxxx.xxx), and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its Chief Executive Officer, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be Presidents and attested by the its Secretary or an one of its Assistant Secretary Secretaries or one of the Companyits Vice Presidents. The signature of any of these officers on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company Order shall authenticate and deliver such Notes. The Trustee shall authenticate and make available for delivery (i) Initial Notes for original issue in an aggregate principal amount not to exceed $100,000,000 and (ii) Exchange Notes or Private Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes in accordance with the terms of the Registration Rights Agreement. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in herein executed by the name Trustee or an Authenticating Agent by manual signature of an authorized officer of the Trustee by or an authorized signatoryAuthenticating Agent, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 4093.11, for all purposes of the this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the this Indenture.

Execution, Authentication, Delivery and Dating. The Notes ---------------------------------------------- Debentures shall be executed on behalf of the Company by its Chairman a duly authorized officer on behalf of the BoardCompany, its Vice Chairman of whose signature shall be certified by the Board, its President Company's Secretary or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanySecretaries. The signature of any of these officers on the Notes Debentures may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes Debentures bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes Debentures or did not hold such offices at the date of such NotesDebentures. At any time and from time to time after Upon the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company or from time to time thereafter, Debentures may deliver Notes be executed by the Company and delivered to the Trustee for authentication, together with a and the Trustee shall thereupon authenticate and make available for delivery said Debentures upon Company Order for without any further action by the Company. Debentures may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to the Trustee ("Procedures") as may be specified from time to time by Company Order. Procedures may authorize authentication and delivery pursuant to oral instructions of such Notes, and the Trustee in accordance with the Company Order or a duly authorized agent, which instructions shall authenticate and deliver such Notesbe promptly confirmed in writing. Each Note Debenture shall be dated the date of its authentication. No Note Debenture shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note Debenture a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein executed by the Trustee by an the manual signature of one of its authorized signatoryofficers, and such certificate upon any Note Debenture shall be conclusive evidence, and the only evidence, that such Note Debenture has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer or any Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyPresident. The signature of any of these officers on the Notes may be manual or facsimile. If facsimile signatures of the Company elects to reproduce its corporate seal on the Notes, then present or any future such seal may be in the form of a facsimile thereof authorized officer and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures signature of individuals an individual who were was at any time the proper officers officer of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have individual has ceased to hold such offices office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of such Notes. At any time and from time to time after On the execution and delivery of this Supplemental Indenture and as provided in Section 401Issue Date, the Company may shall deliver the Original Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, directing the Trustee to authenticate the Original Notes, and the Trustee in accordance with the such Company Order shall authenticate and deliver such Original Notes. On Company Order, the Trustee shall authenticate Additional Notes for original issue following the date of this Indenture (so long as permitted by the terms of this Indenture, including, without limitation, Section 1010 hereof) in aggregate principal amount as specified in such Company Order. On Company Order, the Trustee shall authenticate for original issue Exchange Notes; provided that such Exchange Notes shall be issuable only (a) upon the valid surrender for cancellation of Initial Notes of a like aggregate principal amount in accordance with an Exchange Offer pursuant to a Registration Rights Agreement or (b) otherwise registered under the Securities Act. In each case, other than with respect to the issuance of the Original Notes, the Trustee shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Initial Notes or Exchange Notes, as the case may be, is to be authenticated. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein duly executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. In case the IndentureCompany or any Guarantor, pursuant to Article Eight, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company or such Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article Eight, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Request of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 303 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes on behalf of the Trustee. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Note Registrar or Paying Agent to deal with the Company and its Affiliates.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the BoardChairman, its Vice Chairman of the Board, its President or one of its Vice Presidents. If Presidents under its corporate seal is reproduced thereon, it shall be thereon and attested by the its Secretary or an one of its Assistant Secretary of the CompanySecretaries. The signature of any of these officers on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes; and the Trustee shall authenticate and deliver such Notes as in this Indenture provided and not otherwise. At any time and from time to time after the execution and delivery of this Indenture and after the effectiveness of a registration statement under the Securities Act with respect thereto, the Company may deliver Exchange Notes in exchange for Outstanding Rule 144A Notes, executed by the Company, together with a Company Order for the authentication and delivery of such Notes (as well as for the cancellation of a like principal amount of Rule 144A Notes in accordance with Section 3.09 of this Indenture) and the Trustee in accordance with the Company Order shall authenticate and deliver such Notes. Each Note In authenticating Notes in accordance with any Company Order as provided in the preceding two paragraphs, the Trustee shall be dated entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel stating, (a) that such Notes when authenticated and delivered by the date Trustee and issued by the Company in the manner and subject to the conditions specified in such Opinion of its authenticationCounsel will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; and (b) if applicable, that the issuance of the Exchange Notes in exchange for the Rule 144A Notes has been effected in compliance with the Securities Act. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein executed by the Trustee by an authorized signatorymanual 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 Company shall execute and the foregoing, if any Note Trustee shall have been authenticated and delivered hereunder but never issued and sold by authenticate one or more Global Notes that (i) shall represent an aggregate amount equal to the Company, and aggregate principal amount of such of the Outstanding Notes as the Company shall deliver such have directed the Trustee to authenticate in the form of a Global Note or Global Notes, (ii) shall be registered in the name of the Depositary or the nominee of the Depositary, (iii) shall be delivered by the Trustee to the Trustee for cancellation Depositary or pursuant to the Depositary's instruction and (iv) shall bear a legend(s) substantially as provided in the form of Note contained in Section 409, for all purposes of 2.02 (or in the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to form required by the benefits of the IndentureDepositary).

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the Company. The signature of any of these officers on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company Order shall authenticate and deliver such Notes. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of the Trustee by an authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the this Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company Issuer by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice PresidentsOfficers. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyIssuer. The signature of any of these officers on the Notes may be manual or facsimile. If the Company Issuer elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers Officers of the Company Issuer shall bind the CompanyIssuer, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee for authentication, together with a Company an Issuer Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company Issuer Order shall authenticate and deliver such Notes. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex AA or B, as appropriate, signed manually in the name of the Trustee by an authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the CompanyIssuer, and the Company Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary Officer of the Company. The signature of any of these officers the Officer on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. . (b) Notes bearing the manual or facsimile signatures of individuals an individual who were was at any time the proper officers Officer of the Company shall bind the Company, notwithstanding that the fact that such individuals or any of them have individual has ceased to hold such offices office prior to the authentication and delivery of such Notes or did not hold such offices at the date of such the Notes. . (c) At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a written order in the form of an Officers’ Certificate of the Company Order for the authentication and delivery of such Notes, ; and the Trustee in accordance with such Officers’ Certificate of the Company Order shall authenticate and deliver such Notes. Notes as in this Indenture provided and not otherwise. (d) Each Note shall be dated the date of its authentication. . (e) No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein executed by the Trustee by an authorized signatorymanual 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 Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 4093.13, for all purposes of the 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. Upon prior notice to, and approval by (which approval shall not be unreasonably withheld), the IndentureCompany, the Trustee may appoint an authenticating agent 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 Company and Affiliates of the Company. (f) In case the Company, pursuant to Article VIII, shall be amalgamated, consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of substantially all of its properties and assets to any Person, and the successor Person resulting from such amalgamation, consolidation, or surviving such merger, or into which the Company shall have been merged, or the successor Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article IX, any of the Notes authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee upon a written order in the form of an Officers’ Certificate of the successor Person, shall authenticate and deliver replacement Notes as specified in such request for the purpose of such exchange. If replacement Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Notes at the time outstanding held by such Holder for Notes authenticated and delivered in such new name.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company Issuer by its Chairman an Authorized Officer of the Board, its Vice Chairman of Owner Trustee or the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyAdministrator. The signature of any of these officers such Authorized Officer on the Notes may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures signature of individuals who were at any time the proper officers Authorized Officers of the Company Owner Trustee or the Administrator shall bind the CompanyIssuer, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time Subject to time after the execution and delivery satisfaction of this Supplemental Indenture and as provided the conditions set forth in Section 4012.08 hereof, the Company may deliver Notes executed by the Company to the Indenture Trustee for authentication, together with a Company shall upon Issuer Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company Order shall authenticate and deliver the Notes for original issue in the following principal amount: $415,545,505. The aggregate principal of the Notes Outstanding at any time may not exceed such Notesamount. Each Note The Notes that are authenticated and delivered by the Indenture Trustee to or upon the order of the Issuer on the Closing Date shall be dated March 23, 1999. All other Notes that are authenticated after the Closing Date for any other purpose under the Indenture shall be dated the date of its their authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $25,000 initial principal amount and integral multiples of $1,000 in excess thereof; provided however, that any Note may be issued in such denominations as may be necessary to represent the remainder of the aggregate principal amount of the Notes. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in herein executed by the name of the Indenture Trustee by an the manual signature of one of its authorized signatorysignatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman each of the Board, its Vice Chairman of the Board, its President or Applicable Issuers by one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the Companytheir respective Authorized Officers. The signature of any of these officers such Authorized Officer on the Notes may be manual manual, electronic or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual manual, electronic or facsimile signatures of individuals who were at any time the proper officers Authorized Officers of the Company Applicable Issuers, shall bind the Company, applicable Issuer Entities notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Issuer Entities may deliver Notes executed by the Company Applicable Issuers to the Trustee or the Authenticating Agent for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with or the Company Order Authenticating Agent, upon Issuer Order, shall authenticate and deliver such NotesNotes as provided in this Indenture and not otherwise. Each Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose under this Indenture shall be dated the date of its their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original Aggregate Outstanding Amount of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount of the Notes so transferred, exchanged or replaced. If any Note is divided into more than one Note in accordance with this Article II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authentication Authentication, substantially in the form provided for in Annex Aherein, signed manually in the name of executed by the Trustee or by an the Authenticating Agent by the manual signature of one of their authorized signatorysignatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyOfficer. The signature of any of these officers an Officer on the Notes may be manual or facsimile. If facsimile signatures of the Company elects to reproduce its corporate seal on the Notes, then present or any future such seal may be in the form of a facsimile thereof authorized Officer and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers Officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time On or prior to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Issuance Date, the Company may shall deliver the Initial Notes in an aggregate principal amount not to exceed $[●] executed by the Company to the Trustee for authentication, together with a Company Order for directing the authentication Trustee to authenticate the Initial Notes and delivery certifying that all conditions precedent to the issuance of such NotesNotes contained herein have been fully complied with, and the Trustee in accordance with the such Company Order shall authenticate and deliver such Initial Notes. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein duly executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. The Trustee may appoint an Authenticating Agent acceptable to the IndentureCompany to authenticate Notes on behalf of the Trustee. Unless limited by the terms of such appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Agent.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company Issuer by its Chairman of the Board, its Vice Chairman of the Board, its President or at least one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyOfficer. The signature of any of these officers Officer on the Notes may be manual manual, electronic or facsimile. If facsimile signatures of the Company elects to reproduce its corporate seal on the Notes, then present or any future such seal may be in the form of a facsimile thereof authorized officer and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual manual, electronic or facsimile signatures signature of individuals an individual who were was at any time the proper officers Officer of the Company Issuer shall bind the CompanyIssuer, notwithstanding the fact that such individuals or any of them have individual has ceased to hold such offices office prior to the authentication and delivery of such Notes or did not hold such offices office at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Issuer may deliver Notes executed by the Company Issuer to the Trustee for authentication, together with a Company an Issuer Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company such Issuer Order shall authenticate and deliver such Notes. On the Issue Date, the Issuer shall deliver the Initial Notes in the aggregate principal amount of $950,000,000, in the case of the 2023 Notes, and $750,000,000, in the case of the 2026 Notes, executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, specifying the principal amount and registered holder of each Note, directing the Trustee to authenticate the Notes and deliver the same to the persons named in such Issuer Order and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Initial Notes. At any time and from time to time after the Issue Date, the Issuer may deliver Additional Notes of a series executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Additional Notes, specifying the principal amount of and registered holder of each Note, directing the Trustee to authenticate the Additional Notes and deliver the same to the Persons named in such Issuer Order and certifying that the issuance of such Additional Notes is in compliance with Section 10.11 of this Indenture and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Additional Notes. In each case, the Trustee shall receive a copy of the resolution or resolutions of the Board, an executed supplemental indenture (if any), an Officer’s Certificate and an Opinion of Counsel of the Issuer as to such matters as it may reasonably require in connection with such authentication of Notes; provided that no Opinion of Counsel under Section 1.03 shall be required in connection with the authentication of the Initial Notes. Such Issuer Order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. Trustee shall have the right to decline to authenticate and deliver any Notes under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein duly executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. In case the Issuer or any Guarantor, pursuant to Article Eight of this Indenture, shall be merged, consolidated or amalgamated with or into or wind up into any other Person or shall sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries, taken as a whole, in case of the Issuer, or all or substantially all of the properties or assets of such Guarantor in case of a Guarantor, to any Person, and the successor Person (other than the Issuer or such Guarantor, as applicable) formed by or surviving any such merger, consolidation or amalgamation or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made, shall have executed a supplemental indenture hereto with the Trustee pursuant to Article Eight of this Indenture, any of the Notes authenticated or delivered prior to such merger, consolidation, amalgamation, sale, assignment, transfer, lease, conveyance or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Issuer Request of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.02 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name.

Execution, Authentication, Delivery and Dating. The Notes Securities shall be executed on behalf of the Company by its Chairman any two of the Boardfollowing officers: its Chairman, its Vice Chairman of the BoardChairman, its President President, any Vice Presidents or its Treasurer, under its corporate seal reproduced thereon and attested by its Secretary or one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanySecretaries. The signature of any of these officers on the Notes Securities may be manual or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes Securities or did not hold such offices at the date of such NotesSecurities. At The Trustee shall (upon Company Order) authenticate and deliver Securities for original issue in an aggregate principal amount of up to U.S.$500,000,000, provided that, if the Company shall issue any time and from time Additional Securities pursuant to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401301, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company Order shall authenticate and deliver such NotesAdditional Securities upon delivery to the Trustee of a Company Order accompanied by an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the original issue of such Additional Securities have been complied with. Each Note Security shall be dated the date of its authentication. No Note Security shall be entitled to any benefit under the 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 in Annex A, signed manually in the name of herein duly executed by the Trustee by manual signature of an authorized signatoryofficer, 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 In case the foregoingCompany, if pursuant to Article Eight, shall be amalgamated, consolidated or merged with or into any Note other Person or shall convey, transfer, lease or otherwise dispose of substantially all of its properties and assets to any Person, and the successor Person resulting from such amalgamation, consolidation, or surviving such merger, or into which the Company shall have been merged, or the successor Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate (but which shall not affect the rights or duties of the Trustee), but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered hereunder in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but never issued and sold without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by the Company, and the Company shall deliver such Note to the Trustee Holder for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been Securities authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenturein such new name.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman of the BoardChairman, its Vice Chairman of the BoardChief Executive Officer, its President or one of its a Vice Presidents. If its corporate seal is reproduced thereonPresident, it shall be and attested by the its Secretary or an Assistant Secretary of the CompanySecretary. The signature of any of these officers on the Notes may be manual or facsimile. If facsimile signatures of the Company elects to reproduce its corporate seal on the Notes, then present or any future such seal may be in the form of a facsimile thereof authorized officer and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the such Company Order shall authenticate and deliver such Notes. Each Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Annex A, signed manually in the name of herein duly executed by the Trustee by manual signature of an authorized signatoryofficer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. In case the IndentureCompany, pursuant to Article VIII, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article VIII, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Request of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 3.03 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Company by its Chairman each of the Board, its Vice Chairman of the Board, its President or Co-Issuers by one of its Vice Presidents. If its corporate seal is reproduced thereon, it shall be attested by the Secretary or an Assistant Secretary of the CompanyOfficers. The signature of any of these officers such Officer on the Notes may be manual manual, electronic or facsimile. If the Company elects to reproduce its corporate seal on the Notes, then such seal may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. Notes bearing the manual manual, facsimile or facsimile electronic signatures of individuals who were at any the time the proper officers of execution Officers of the Company Issuer or the Co-Issuer shall bind the CompanyIssuer or the Co-Issuer, as applicable, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Supplemental Indenture and as provided in Section 401Indenture, the Company Co-Issuers may deliver Notes executed by the Company Co-Issuers to the Trustee or the Authenticating Agent for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee or the Authenticating Agent, upon Issuer Order (which Issuer Order shall, in accordance with respect of a transfer or exchange of Notes hereunder, shall have been deemed to have been provided upon the Company Order Issuer’s delivery of an executed Note to the Trustee), shall authenticate and pursuant to Issuer Order shall deliver such NotesNotes as provided herein and not otherwise. Each Note authenticated and delivered by the Trustee or the Authenticating Agent upon Issuer Order on the ClosingRefinancing Date shall be dated as of the ClosingRefinancing Date. All other Notes that are authenticated after the ClosingRefinancing Date for any other purpose under this Indenture shall be dated the date of its their authentication. Notes issued upon transfer, exchange or replacement of other Notes shall be issued in authorized denominations reflecting the original aggregate principal amountAggregate Principal Balance of the Notes so transferred, exchanged or replaced, but shall represent only the current Outstanding principal amount of the Notes so transferred, exchanged or replaced. If any Note is divided into more than one Note in accordance with this Article II, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amountAggregate Principal Balance of such subsequently issued Notes. No Note shall be entitled to any benefit under the this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authentication Authentication, substantially in the form provided for in Annex Aherein, signed manually in the name of executed by the Trustee or by an the Authenticating Agent by the manual signature of one of their authorized signatorysignatories, and such certificate Certificate of Authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 409, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of the Indenture.