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

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, under its corporate seal, if any, reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Senior Notes and the corporate seal may be manual or facsimile. 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 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 Indenture, 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 make such Senior 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 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 herein executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating 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 3.10, for all purposes of 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 this Indenture.

Execution, Authentication, Delivery and Dating. The Senior Notes shall be executed on behalf of the Company each Obligor by its Chairman of the Board, its Vice Chairman of the Board, its Chief Executive Officer, its President or one of its Vice Presidents, under its corporate seal, if any, seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Senior Notes and the corporate seal may be manual or facsimile. Senior 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 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 Indenture, the Company may deliver Senior Notes executed by the Company each Obligor 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 make deliver such Senior Notes available for deliveryNotes. Each Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under 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 herein executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating AgentResponsible Officer, 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 3.103.11, for all purposes of 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 this Indenture.

Execution, Authentication, Delivery and Dating. The Senior Notes shall be executed on behalf of the Company by one of its Chairman of the Board, its Vice Chairman of the BoardPresident, its Chief Executive Officer, its President Chief Financial Officer or one of its Vice Presidents, under its corporate seal, if any, reproduced thereon Presidents and attested by its Secretary or one of its Assistant Secretaries. The signature signatures of any of these officers on the Senior Notes and the corporate seal may be manual or facsimile. Senior Each Guarantor shall execute a Guarantee in the manner 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 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 On the execution and delivery of this IndentureIssue Date, , the Company may deliver Senior 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 Senior Notes, ; and the Trustee in accordance with the such Company Order shall authenticate and make such Senior Notes available for deliverydelivery such Notes as provided in this Indenture and not otherwise. Each Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under 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 herein duly executed by the Trustee or an Authenticating Agent by manual signature of an one of its duly authorized signatory of the Trustee or an Authenticating Agentsignatories, 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 3.10, for all purposes of this Indenture such Senior 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 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 Senior Notes Securities shall be executed on behalf of the Company by any one of its Chairman of the Board, its Vice Chairman of the Board, its Chief Executive Officer, its President President, or any one of its Vice Presidents, under a facsimile of its corporate seal, if any, seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The Any such signature of any of these officers on the Senior Notes and the corporate seal may be manual or facsimile. Senior Notes Securities bearing the manual or facsimile signatures signature of individuals who were at any time the proper officers Officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Senior Notes Securities or did not hold such offices at the date of such Senior NotesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Senior Notes Securities executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Senior NotesSecurities, and the Trustee in accordance with the such Company Order shall authenticate and make such Senior Notes available for deliverydelivery such Securities as in this Indenture provided and not otherwise. In connection with any Company Order for authentication, a compliance certificate and Opinion of Counsel pursuant to Section 1.02 shall not be required. Each Senior Note Security shall be dated the date of its authentication. No Senior Note Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Senior Note Security a certificate of authentication substantially in the form provided for herein executed by the Trustee or an the Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agentsignatory, and such certificate upon any Senior Note such Security shall be conclusive evidence, and the only evidence, that such Senior Note Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Senior Note Security shall have been authenticated and delivered hereunder but never issued and sold or delivered by the Company, and the Company shall deliver such Senior Note Security to the Trustee for cancellation cancelation as provided in Section 3.103.09, for all purposes of this Indenture and such Senior Note Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

Execution, Authentication, Delivery and Dating. Subject to the provisions of Sections 3.13 and 3.14 hereof, upon the execution and delivery of this Agreement, and at any time and from time to time thereafter, the Company may deliver Certificates executed by the Company to the Purchase Contract Agent for authentication, execution on behalf of the Holders and delivery, together with its Issuer Order for authentication of such Certificates, and the Purchase Contract Agent in accordance with such Issuer Order shall authenticate, execute on behalf of the Holders and deliver such Certificates. The Senior Notes Certificates shall be executed on behalf of the Company by its Chairman (1) either the Chairman, Chief Executive Officer and President or the Executive Vice President--Finance and Chief Financial Officer and (ii) the Vice President and Treasurer or the Vice President, Deputy General Counsel and Secretary, of the Board, its Vice Chairman of the Board, its Chief Executive Officer, its President or one of its Vice Presidents, under its corporate seal, if any, reproduced thereon attested by its Secretary or one of its Assistant SecretariesCompany. The signature of any of these officers on the Senior Notes and the corporate seal Certificates may be manual or facsimile. Senior Notes Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Senior Notes Certificates or did not hold such offices at the date of such Senior NotesCertificates. At any time and from time to time after No Purchase Contract evidenced by a Certificate shall be valid until such Certificate has been executed on behalf of the execution and delivery of this Indenture, the Company may deliver Senior Notes executed Holder by the Company to manual signature of an authorized signatory of the Trustee for authenticationPurchase Contract Agent, together with a Company Order for as such Holder's attorney-in-fact. Such signature by an authorized signatory of the authentication and delivery Purchase Contract Agent shall be conclusive evidence that the Holder of such Senior Notes, and Certificate has entered into the Trustee in accordance with the Company Order shall authenticate and make Purchase Contracts evidenced by such Senior Notes available for deliveryCertificate. Each Senior Note Certificate shall be dated the date of its authentication. No Senior Note Certificate shall be entitled to any benefit under this Indenture Agreement or be valid or obligatory for any purpose unless there appears on such Senior Note Certificate a certificate of authentication substantially in the form provided for herein executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating AgentPurchase Contract Agent by manual signature, and such certificate upon any Senior Note Certificate shall be conclusive evidence, and the only evidence, that such Senior Note Certificate 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 3.10, for all purposes of 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 this Indenture.

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 OfficerChairman, its President or one of its a Vice Presidents, under its corporate seal, if any, reproduced thereon President and attested by its Secretary or one of its an Assistant SecretariesSecretary. The signature of any of these officers on the Senior Notes and the corporate seal may be manual or facsimilefacsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Notes. Senior 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 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 Indenture, 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 such Company Order shall authenticate and make deliver such Senior Notes available for deliveryNotes. Each Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under 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 herein duly executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agentofficer, 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 3.10, for all purposes of this Indenture such Senior 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, 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. Subject to the provisions of Section 3.13 and Section 3.14 hereof, upon the execution and delivery of this Agreement, and at any time and from time to time thereafter, the Company may deliver Certificates executed by the Company to the Purchase Contract Agent for authentication, execution on behalf of the Holders and delivery, together with an Issuer Order for authentication of such Certificates, and the Purchase Contract Agent in accordance with such Issuer Order shall authenticate, execute on behalf of the Holders and deliver such Certificates. The Senior Notes Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its Vice Chairman of the Board, its Chief Executive Officer, its President or the Chief Financial Officer, the President, one of its the Vice Presidents, under its corporate sealthe Treasurer, if anyone of the Assistant Treasurers, reproduced thereon attested by its the Secretary or one of its the Assistant Secretaries. The signature of any of these officers on the Senior Notes and the corporate seal Certificates may be manual or facsimile. Senior Notes Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Senior Notes Certificates or did not hold such offices at the date of such Senior NotesCertificates. At any time and from time to time after No Purchase Contract evidenced by a Certificate shall be valid until such Certificate has been executed on behalf of the execution and delivery of this Indenture, the Company may deliver Senior Notes executed Holder by the Company to manual signature of an authorized signatory of the Trustee for authenticationPurchase Contract Agent, together with a Company Order for as such Holder’s attorney‑in‑fact. Such signature by an authorized signatory of the authentication and delivery Purchase Contract Agent shall be conclusive evidence that the Holder of such Senior Notes, and Certificate has entered into the Trustee in accordance with the Company Order shall authenticate and make Purchase Contracts evidenced by such Senior Notes available for deliveryCertificate. Each Senior Note Certificate shall be dated the date of its authentication. No Senior Note Certificate shall be entitled to any benefit under this Indenture Agreement or be valid or obligatory for any purpose unless there appears on such Senior Note Certificate a certificate of authentication substantially in the form provided for herein executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating AgentPurchase Contract Agent by manual signature, and such certificate of authentication upon any Senior Note Certificate shall be conclusive evidence, and the only evidence, that such Senior Note Certificate 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 3.10, for all purposes of 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 this Indenture.

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 a Vice Presidents, under its corporate seal, if any, reproduced thereon President and attested by its Secretary or one of its an Assistant SecretariesSecretary. The signature of any of these officers on the Senior Notes and the corporate seal may be manual or facsimilefacsimile signatures of the present or any future such authorized officer and may be 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 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 Indenture, 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 make such Senior Notes available for delivery. Each Senior A Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under this Indenture or not be valid or obligatory for any purpose unless there appears on such Senior Note a certificate of authentication substantially in the form provided for herein executed by the Trustee or an Authenticating Agent by manual signature of until an authorized signatory of the Trustee or an Authenticating Agent, and such certificate upon any Senior manually authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence, and the only evidence, evidence that such Senior 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 Senior 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 Senior Note to the Trustee for cancellation as provided in Section 3.10, for all purposes of 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 this Indenturenew name.

Execution, Authentication, Delivery and Dating. Subject to the provisions of Section 3.13, Section 3.14 and Section 3.15 hereof, upon the execution and delivery of this Agreement, and at any time and from time to time thereafter, the Company may deliver Certificates executed by the Company to the Purchase Contract Agent for authentication, execution on behalf of the Holders and delivery, together with its Issuer Order for authentication, execution on behalf of the Holders and delivery of such Certificates, and the Purchase Contract Agent in accordance with such Issuer Order shall authenticate, execute on behalf of the Holders and deliver such Certificates. The Senior Notes Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman Board of the BoardDirectors, its Chief Executive Officer, its President or President, its Treasurer, one of its Vice Presidents, under its corporate seal, if any, reproduced thereon attested by its Secretary Presidents or one of its Assistant SecretariesTreasurers. The signature of any of these officers on the Senior Notes and the corporate seal Certificates may be manual or facsimile. Senior Notes Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Senior Notes Certificates or did not hold such offices at the date of such Senior NotesCertificates. At any time and from time to time after No Purchase Contract evidenced by a Certificate shall be valid until such Certificate has been executed on behalf of the execution and delivery of this Indenture, the Company may deliver Senior Notes executed Holder by the Company to manual signature of an authorized officer of the Trustee for authenticationPurchase Contract Agent, together with a Company Order for as such Holder’s attorney-in-fact. Such signature by an authorized officer of the authentication and delivery Purchase Contract Agent shall be conclusive evidence that the Holder of such Senior Notes, and Certificate has entered into the Trustee in accordance with the Company Order shall authenticate and make Purchase Contracts evidenced by such Senior Notes available for deliveryCertificate. Each Senior Note Certificate shall be dated the date of its authentication. No Senior Note Certificate shall be entitled to any benefit under this Indenture Agreement or be valid or obligatory for any purpose unless there appears on such Senior Note Certificate a certificate of authentication substantially in the form provided for herein executed by an authorized officer of the Trustee or an Authenticating Purchase Contract Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agentsignature, and such certificate of authentication upon any Senior Note Certificate shall be conclusive evidence, and the only evidence, that such Senior Note Certificate 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 3.10, for all purposes of 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 this Indenture.

Execution, Authentication, Delivery and Dating. The Senior Notes shall be executed on behalf of the Company by its Chairman of the BoardBoard of Directors, its Vice Chairman of the BoardPresident, its Chief Executive Officer, its President or one of its Executive or Senior Vice PresidentsPresidents or Chief Executive Officers or its Treasurer, under its corporate seal, if any, reproduced thereon and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Senior Notes and the corporate seal may be manual or facsimile. 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 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 Indenture, the Company may deliver Senior Notes Notes, executed by the Company Company, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Senior Notes, Notes and the Trustee in accordance with the Company Order shall authenticate and make deliver such Senior Notes available for deliveryNotes. Each Senior If any Note shall be dated represented by a permanent Global Note, then, for purposes of this Section and Section 3.4, the date notation of its authenticationa 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. No Senior Note The Trustee shall be entitled to any benefit under this Indenture 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 be valid or obligatory pursuant to which the form and terms of such Notes have been approved, (iii) an Officers’ Certificate stating that all conditions precedent provided for any purpose unless there appears on such Senior Note a certificate of authentication substantially in the form provided for herein executed by Indenture have been complied with and that, to the Trustee or an Authenticating Agent by manual signature of an authorized signatory best knowledge of the Trustee or an Authenticating Agentsigners of such certificates, and such certificate upon no Event of Default with respect to any Senior Note shall be conclusive evidence, and of the only evidence, that such Senior Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Senior Note Notes shall have been authenticated occurred and delivered hereunder but never issued be continuing and sold by the Company, and the Company shall deliver such Senior Note (iv) an Opinion of Counsel substantially to the Trustee for cancellation as provided in Section 3.10, for all purposes of 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 this Indenture.effect that:

Execution, Authentication, Delivery and Dating. The Senior Notes shall be executed on behalf of the Company Issuer by its Chairman of the BoardBoard of Directors, its a Vice Chairman of the BoardBoard of Directors, its the Chief Executive Officer, its President the President, any Vice President, the Chief Financial Officer, the Treasurer or one of its Vice Presidents, under its corporate seal, if any, reproduced thereon attested by its Secretary or one of its any Assistant SecretariesTreasurer. The signature of any of these officers on the Senior Notes and the corporate seal may be manual or facsimile. Senior Notes bearing the manual or facsimile signatures of individuals who were at any the time relevant to the authorization thereof the proper officers of the Company Issuer shall bind the CompanyIssuer, notwithstanding 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 Indenture, the Company Issuer may deliver Senior 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 Senior Notes, and the Trustee Trustee, in accordance with the Company Order Issuer Order, shall authenticate and make deliver such Senior Notes. If all of the Senior Notes of any series are not to be issued at one time and if the supplemental indenture establishing such series shall so permit, such Issuer Order may set forth procedures acceptable to the Trustee for the issuance of such Senior Notes available for delivery. Each and determining the terms of particular Senior Note shall be dated the Notes of such series, such as interest rate, maturity date, date of its authenticationissuance and date from which interest shall accrue. No In authenticating Senior Note Notes hereunder, and accepting the additional responsibilities under this Indenture in relation to such Senior Notes, the Trustee shall be entitled to any benefit under 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 herein executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agentreceive, and such certificate upon any Senior Note (subject to Section 601) 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 fully protected in Section 3.10, for all purposes of 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 this Indenture.relying upon:

Execution, Authentication, Delivery and Dating. The Senior Notes shall be executed on behalf of the Company Trust by its Chairman of the Board, one of its Vice Chairman of the Board, its Chief Executive Officer, its President Trustees or by one of its Vice Presidents, Presidents under its corporate seal, if any, common seal reproduced thereon and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers individuals on the Senior Notes and the corporate seal may be manual or facsimilefacsimile and may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Notes. Senior 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 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 Indenture, the Company Trust may deliver Senior Notes executed by the Company Trust to the Indenture Trustee for authentication, together with a Company Order for the authentication and delivery of such Senior Notes, and the . The Indenture Trustee in accordance with the Company Order shall authenticate and make deliver such Senior Notes available for deliveryupon a Trust Order, without any further action by the Trust. Each Senior 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 Senior Note shall be entitled to any benefit under 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 herein executed by or on behalf of the Indenture Trustee or an Authenticating Agent by manual signature of by an authorized signatory of the Trustee or an Authenticating Agentsignatory, 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 In case the foregoingTrust, if pursuant to Article Eight, shall be consolidated or merged with or into any Senior 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 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 Noteholders but never issued and sold by without expense to them, shall provide for the Company, and exchange of all Notes at the Company shall deliver such Senior Note to the Trustee time Outstanding for cancellation as provided in Section 3.10, for all purposes of this Indenture such Senior Note shall be deemed never to have been 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 this Indentureissue of the Note which was surrendered for it.

Execution, Authentication, Delivery and Dating. The Senior 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 Chief Executive Officer, its President or one any of its Vice Presidents, under its corporate seal, if any, reproduced thereon attested by its Secretary or one of its Assistant SecretariesAuthorized Officers. The signature of any of these officers on the Senior Notes and the corporate seal may be manual or facsimile. Senior 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 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 IndentureMaster Agreement and the related Series Supplement, and upon satisfaction of all the conditions set forth in the related Series Supplement, the Company Obligors' Agent may deliver Senior 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 Senior 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 make such Senior Notes available for deliverydelivery such Notes. Each Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under this Indenture Master Agreement or any Series Supplement 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 herein executed by the Trustee or an the Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agentsignature, 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 hereunderhereunder and is entitled to the benefits of this Master Agreement and the related Series Supplement. Notwithstanding the foregoing, if any Senior 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 Senior Note to the Trustee or the Authenticating Agent for cancellation as provided in Section 3.105.08 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 this Indenture Master Agreement such Senior Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this IndentureMaster Agreement.

Execution, Authentication, Delivery and Dating. The Senior 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 Chief Executive Officer, its President or one of its Vice Presidents, under its corporate seal, if any, reproduced thereon attested by its Secretary or one of its Assistant SecretariesTrustee. The signature of any of these officers on shall be conclusive evidence that the Senior Notes and the corporate seal may be manual or facsimile. 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 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 NotesNote has been authenticated under this Indenture. At any time and from time to time after the execution and delivery of this Indenture, 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 such Company Order shall authenticate and make deliver such Senior Notes available for delivery. Each Senior Note shall be dated the date of its authenticationNotes. No Senior Note shall be entitled to any benefit under 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 herein duly executed by the Trustee by manual, facsimile or an Authenticating Agent by manual electronic signature of an authorized signatory of the Trustee or an Authenticating Agentsignatory, 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. 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 Senior Note shall have been duly 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 3.102.13 hereof together with a written statement stating that such Note has never been issued and sold by the Company, for all purposes of 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 this Indenture.

Execution, Authentication, Delivery and Dating. The Senior Notes shall be executed on behalf of the Company Issuer by its Chairman of the Board, its Vice Chairman of the Board, its Chief Executive Officer, its President or one of its Vice Presidents, under Officers. If its corporate sealseal is reproduced thereon, if any, reproduced thereon it shall be attested by its the Secretary or one an Assistant Secretary of its Assistant Secretariesthe Issuer. The signature of any of these officers on the Senior Notes and the corporate seal may be manual or facsimile. Senior If the 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 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 IndentureSupplemental Indenture and as provided in Section 401, the Company Issuer may deliver Senior 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 Senior Notes, and the Trustee in accordance with the Company Issuer Order shall authenticate and make deliver such Senior Notes available for deliveryNotes. Each Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under this the 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 herein executed by in Annex A, signed manually in the Trustee or an Authenticating Agent by manual signature of an authorized signatory name of the Trustee or by an Authenticating Agentauthorized signatory, 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 CompanyIssuer, and the Company Issuer shall deliver such Senior Note to the Trustee for cancellation as provided in Section 3.10409, for all purposes of this the Indenture such Senior Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this the Indenture.

Execution, Authentication, Delivery and Dating. The Senior Notes shall be executed on behalf of the Company by its Chairman of the BoardChairman, its Vice Chairman of the Board, its President or Chief Executive Officer, its President or one of its Vice Presidents, Officer under its corporate seal, if any, seal reproduced thereon and attested to by its the Secretary or one any Assistant Secretary of its Assistant Secretariesthe Company. The signature signatures of any of these officers such Officers on the Senior Notes and the corporate seal may be manual or facsimile. Senior 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 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 Indenture, the Company may deliver Senior 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 Senior Notes, and the Trustee in accordance with the Company Order shall authenticate and make deliver such Senior Notes. If the Notes available 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 denominated in an amount equal to the 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 deliverysuch 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 Senior Depositary designated by the Company for a Note shall be dated in global form must, at the date 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 Senior Note shall be entitled to any benefit benefits under 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 herein executed until authenticated by the Trustee or an Authenticating Agent by manual signature of an one of the authorized signatory signatories of the Trustee or an Authenticating Agent, and such certificate . Such signature upon any Senior Note shall be conclusive evidence, evidence and the only evidence, that such Senior Note has been duly authenticated and delivered hereunderunder this Indenture and is entitled to the benefits of this Indenture. 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 3.103.9 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 this Indenture such Senior Note shall be deemed never to have been authenticated and delivered hereunder and shall never not be entitled to the benefits of this Indenture.

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 any Officer, its President or one of its Vice Presidents, under its corporate seal, if any, reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers an Officer on the Senior Notes and the corporate seal may be manual or via facsimile, .pdf transmission or other electronic means of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Notes. Senior 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 that such individuals or any of them have individual ceased to hold such offices office prior to the authentication and delivery of such Senior Notes or did not hold such offices office at the date of such Senior Notes. At any time and from time to time after the execution and delivery of this Indenture, 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 such Company Order shall authenticate and make deliver such Senior Notes. On the Issue Date, the Company shall deliver the Initial Notes available in the aggregate principal amount of $500,000,000 executed by the Company to the Trustee for deliveryauthentication, 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 Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under 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 herein in Exhibit 1 to the Appendix, duly executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agentofficer, 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 3.10, for all purposes of this Indenture such Senior 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. ARTICLE THREE

Execution, Authentication, Delivery and Dating. Subject to the provisions of Section 3.13 and Section 3.14, upon the execution and delivery of this Agreement, and at any time and from time to time thereafter, the Company may deliver Certificates executed by the Company to the Purchase Contract Agent for authentication, execution on behalf of the Holders and delivery, together with an Issuer Order from the Company for authentication of such Certificates, and the Purchase Contract Agent in accordance with such Issuer Order shall authenticate, execute on behalf of the Holders and deliver such Certificates. The Senior Notes Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President, a Senior Vice Chairman of the BoardPresident, a Vice President, its Chief Executive Officer, its President Treasurer or one of its Vice Presidentsany Assistant Treasurer, under its corporate seal, if any, seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Senior Notes and the corporate seal Certificates may be manual or facsimile. Senior Notes Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Senior Notes Certificates or did not hold such offices at the date of such Senior NotesCertificates. At any time and from time to time after No Stock Purchase Contract evidenced by a Certificate shall be valid until such Certificate has been executed on behalf of the execution and delivery of this Indenture, the Company may deliver Senior Notes executed Holder by the Company to manual signature of an authorized officer of the Trustee for authenticationPurchase Contract Agent, together with a Company Order for as such Holder’s attorney-in-fact. Such signature by an authorized officer of the authentication and delivery Purchase Contract Agent shall be conclusive evidence that the Holder of such Senior Notes, and Certificate has entered into the Trustee in accordance with the Company Order shall authenticate and make Stock Purchase Contracts evidenced by such Senior Notes available for deliveryCertificate. Each Senior Note Certificate shall be dated the date of its authentication. No Senior Note Certificate shall be entitled to any benefit under this Indenture Agreement or be valid or obligatory for any purpose unless there appears on such Senior Note Certificate a certificate of authentication substantially in the form provided for herein executed by an authorized officer of the Trustee or an Authenticating Purchase Contract Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agentsignature, and such certificate upon any Senior Note Certificate shall be conclusive evidence, and the only evidence, that such Senior Note Certificate 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 3.10, for all purposes of 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 this Indenture.

Execution, Authentication, Delivery and Dating. Subject to the provisions of Section 3.9 hereof, upon the execution and delivery of this Agreement, and at any time and from time to time thereafter, the Company may deliver Unit Certificates executed by the Company to the Unit Agent for authentication, execution on behalf of the Holders and delivery, together with its Issuer Order for authentication of such Unit Certificates, and the Unit Agent in accordance with such Issuer Order shall authenticate, execute on behalf of the Holders and deliver such Unit Certificates. The Senior Notes Unit Certificates 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, under its corporate seal, if any, seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Senior Notes and the corporate seal Unit Certificates may be manual or facsimile. Senior Notes Unit Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Senior Notes Unit Certificates 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 Indenture, 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 make such Senior Notes available for deliveryUnit Certificates. Each Senior Note Unit Certificate shall be dated the date of its authentication. No Senior Note Purchase Contract or Call Option underlying a Unit evidenced by a Unit Certificate shall be valid until such Unit Certificate has been executed on behalf of the Holder by the manual signature of an authorized signatory of the Unit Agent, as such Holder's attorney-in-fact. Such signature by an authorized signatory of the Unit Agent shall be conclusive evidence that the Holder of such Unit Certificate has entered into the Purchase Contracts and Call Options underlying the Units evidenced by such Unit Certificate. No Unit Certificate shall be entitled to any benefit under this Indenture Agreement or be valid or obligatory for any purpose unless there appears on such Senior Note Unit Certificate a certificate of authentication substantially in the form provided for herein executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating AgentUnit Agent by manual signature, and such certificate upon any Senior Note Unit Certificate shall be conclusive evidence, and the only evidence, that such Senior Note Unit Certificate 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 3.10, for all purposes of 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 this Indenture.

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, under its corporate seal, if any, reproduced thereon attested by its Secretary or one of its Assistant Secretariesany two Officers. The signature of any of these officers Officer on the Senior Notes and the corporate seal may be manual or facsimilefacsimile signatures of the present or any future such authorized officer and may be 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 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 Indenture, 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 such Company Order shall authenticate and make deliver such Senior Notes. Such Company Order shall identify the Notes available 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 deliveryauthentication, 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 Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under 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 herein duly executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agentofficer, 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 3.10, for all purposes of this Indenture such Senior 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, 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. The Senior Secured Notes shall be executed on behalf of the Company Issuer by its Chairman an Authorized Representative of the Board, its Vice Chairman of the Board, its Chief Executive Officer, its President or one of its Vice Presidents, under its corporate seal, if any, reproduced thereon attested by its Secretary or one of its Assistant SecretariesIssuer. The signature of any of these officers on the Senior Secured Notes and the corporate seal may be manual or facsimile. Senior Secured Notes bearing the manual or facsimile signatures signature of individuals who were at any the time of execution the proper officers Authorized Representative of the Company Issuer shall bind the CompanyIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Senior Secured Notes or did not hold such offices at the date of such Senior Secured Notes. At any time and from time to time after the execution and delivery of this Indenture, the Company Issuer may deliver Senior Secured Notes (with Guarantees endorsed thereon), if applicable, of any series executed by the Company Issuer to the Trustee for authentication, together with a Company Authentication Order for the authentication and delivery of such Senior Secured Notes, and the Trustee in accordance with the Company Authentication Order shall authenticate and make deliver such Senior Secured Notes. The Trustee shall authenticate and deliver: (i) on the Closing Date, an aggregate principal amount of $190,000,000 8 1/4% Senior Secured Notes available Due 2020, (ii) Additional Notes for deliveryan original issue in an aggregate principal amount specified in an Authentication Order pursuant to this Section 2.05 and (iii) Exchange Notes for issue only in an Exchange Offer pursuant to a Registration Rights Agreement, for a like principal amount of Initial Notes or Additional Notes, in each case upon an Authentication Order of the Issuer signed by an Authorized Officer of the Issuer. Each Such order will specify the amount of the Senior Note shall Secured Notes to be dated authenticated and the date on which the original issue of its authenticationthe Senior Secured Notes is to be authenticated. No If the form or terms of the Senior Note Secured Notes have been established by or pursuant to an Officer's Certificate of the Issuer or a Supplemental Indenture as permitted by Section 2.01 in authenticating such Senior Secured Notes, and accepting any additional responsibilities under this Indenture in relation to such Senior Secured Notes, the Trustee shall be entitled to any benefit under 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 herein executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agentreceive, and such certificate upon any Senior Note shall be conclusive evidencefully protected in relying upon, 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 3.10, for all purposes an Opinion of 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 this Indenture.Counsel stating,

Execution, Authentication, Delivery and Dating. The Senior Notes shall be executed on behalf of the Company Issuer by its Chairman of the Board, its Vice Chairman of the Board, its Chief Executive Officer, its President or one of its Vice Presidents, under Officers. If its corporate sealseal is reproduced thereon, if any, reproduced thereon it shall be attested by its the Secretary or one an Assistant Secretary of its Assistant Secretariesthe Issuer. The signature of any of these officers on the Senior Notes and the corporate seal may be manual or facsimile. Senior If the 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 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 Indenturethe Indenture and as provided in Section 301, the Company Issuer may deliver Senior 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 Senior Notes or Additional Notes, and the Trustee in accordance with the Company Issuer Order shall authenticate and make deliver such Senior Notes available for deliveryor Additional Notes. Each Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under this the 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 herein executed by in Annex A, signed manually in the Trustee or an Authenticating Agent by manual signature of an authorized signatory name of the Trustee or by an Authenticating Agentauthorized signatory, 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 CompanyIssuer, and the Company Issuer shall deliver such Senior Note to the Trustee for cancellation as provided in Section 3.10309, for all purposes of this the Indenture such Senior Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this the Indenture.

Execution, Authentication, Delivery and Dating. The Senior Notes shall be executed on behalf of the Company by its Chairman of the BoardBoard of Directors, its Vice Chairman of the BoardPresident, its Chief Executive Officer, its President or one of its Executive or Senior Vice PresidentsPresidents or Chief Executive Officers or its Treasurer, under its corporate seal, if any, reproduced thereon and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Senior Notes and the corporate seal may be manual or facsimile. 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 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 Indenture, the Company may deliver Senior Notes Notes, executed by the Company Company, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Senior Notes, Notes and the Trustee in accordance with the Company Order shall authenticate and make deliver such Senior Notes available for deliveryNotes. Each Senior If any Note shall be dated represented by a permanent Global Note, then, for purposes of this Section and Section 3.4, the date notation of its authenticationa 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. No Senior Note The Trustee shall be entitled to any benefit under this Indenture 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 be valid or obligatory pursuant to which the form and terms of such Notes have been approved, (iii) an Officers' Certificate stating that all conditions precedent provided for any purpose unless there appears on such Senior Note a certificate of authentication substantially in the form provided for herein executed by Indenture have been complied with and that, to the Trustee or an Authenticating Agent by manual signature of an authorized signatory best knowledge of the Trustee or an Authenticating Agentsigners of such certificates, and such certificate upon no Event of Default with respect to any Senior Note shall be conclusive evidence, and of the only evidence, that such Senior Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Senior Note Notes shall have been authenticated occurred and delivered hereunder but never issued be continuing and sold by the Company, and the Company shall deliver such Senior Note (iv) an Opinion of Counsel substantially to the Trustee for cancellation as provided in Section 3.10, for all purposes of 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 this Indenture.effect that:

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 any of its Vice PresidentsAuthorized Officers, under its corporate seal, if any, reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Senior Notes and the corporate seal may be manual or facsimile. Senior 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 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 Indenture, the Company may deliver Senior 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 Senior Notes, ; and the Trustee shall authenticate and deliver such Notes in accordance with the such Company Order shall authenticate and make such Senior Notes available for deliveryOrder. Each Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under 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 herein in this Indenture executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agentsignature, 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 and never issued and sold by the Company, and the Company shall deliver such Senior Note to the Trustee for cancellation as provided in Section 3.103.11, for all purposes of 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 this Indenture.

Execution, Authentication, Delivery and Dating. Subject to the provisions of Section 3.13 and Section 3.14 hereof, upon the execution and delivery of this Agreement, and at any time and from time to time thereafter, the Company may deliver Certificates executed by the Company to the Purchase Contract Agent for authentication, execution on behalf of the Holders and delivery, together with its Issuer Order for authentication of such Certificates, and the Purchase Contract Agent in accordance with such Issuer Order shall authenticate, execute on behalf of the Holders and deliver such Certificates. The Senior Notes Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its Chief Executive Officer, the Chief Financial Officer, its President or President, one of its Vice Presidents, under its corporate sealTreasurer, if anyone of its Assistant Treasurers, reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Senior Notes and the corporate seal Certificates may be manual or facsimile. Senior Notes Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Senior Notes Certificates or did not hold such offices at the date of such Senior NotesCertificates. At any time and from time to time after No Purchase Contract evidenced by a Certificate shall be valid until such Certificate has been executed on behalf of the execution and delivery of this Indenture, the Company may deliver Senior Notes executed Holder by the Company to manual signature of an authorized signatory of the Trustee for authenticationPurchase Contract Agent, together with a Company Order for as such Holder's attorney‑in‑fact. Such signature by an authorized signatory of the authentication and delivery Purchase Contract Agent shall be conclusive evidence that the Holder of such Senior Notes, and Certificate has entered into the Trustee in accordance with the Company Order shall authenticate and make Purchase Contracts evidenced by such Senior Notes available for deliveryCertificate. Each Senior Note Certificate shall be dated the date of its authentication. No Senior Note Certificate shall be entitled to any benefit under this Indenture Agreement or be valid or obligatory for any purpose unless there appears on such Senior Note Certificate a certificate of authentication substantially in the form provided for herein executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating AgentPurchase Contract Agent by manual signature, and such certificate of authentication upon any Senior Note Certificate shall be conclusive evidence, and the only evidence, that such Senior Note Certificate 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 3.10, for all purposes of 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 this Indenture.

Execution, Authentication, Delivery and Dating. The Senior Notes shall be executed on behalf of the Company Issuer by its Chairman of the BoardBoard of Directors, its Vice Chairman of the Board, its Chief Executive OfficerChairman, its President or one of its Vice Presidents, under its corporate seal, if any, seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Senior Notes and the corporate seal may be manual or facsimile. Senior 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 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 on the date of such Senior Notes. At any time and from time to time after the execution and delivery of this Indenture, the Company Issuer may deliver Senior 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 Senior Notes, ; and the Trustee in accordance with the Company such Issuer Order shall authenticate and make deliver such Senior Notes available for deliveryas provided in this Indenture and not otherwise. Each Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under 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 herein duly executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agentofficer, 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 In case the foregoingIssuer or the Partnership, if pursuant to Article Eight, shall be consolidated, merged with or into any other Person or shall sell, convey, assign, 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 Issuer or the Partnership shall have been consolidated or merged, or the Person which shall have received a conveyance, transfer or lease 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 consolidation, merger, conveyance, transfer or lease 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 the request 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 the Holders but without expense to them, shall provide for the exchange of all Senior Notes at the time Outstanding for Senior Notes authenticated and delivered in such new name. The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Senior Notes on behalf of the Trustee. Unless limited by the terms of such appointment, an authenticating agent may authenticate Senior Notes whenever the Trustee may do so except upon original issuance. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Senior Note shall have been authenticated Registrar or Paying Agent to deal with the Issuer 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 3.10, for all purposes of 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 this Indentureits Affiliates.

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, under its corporate seal, if any, reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Senior Notes and the corporate seal may be manual or facsimile. 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 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 Indenture, 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 such Company Order shall authenticate and make deliver such Senior Notes available for deliveryas in this Indenture provided and not otherwise. Each Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under 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 herein executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agentsignature, 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 In case the foregoingCompany, if pursuant to Article 5, shall, in one or more related transactions, be consolidated or merged with or into any Senior 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 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 option of the Holders but never issued and sold by without expense to them, shall provide for the Company, and exchange of all Notes at the Company shall deliver such Senior Note to the Trustee time Outstanding for cancellation as provided in Section 3.10, for all purposes of this Indenture such Senior Note shall be deemed never to have been Notes authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenturein such new 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 an Officer, its President or one of its Vice Presidents, under its corporate seal, if any, reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers an Officer on the Senior Notes and the corporate seal may be manual or facsimilefacsimile signatures of the present or any future such authorized Officer and may be 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 Officers of the Company shall bind the Company, notwithstanding 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 On or prior to time after the execution and delivery of this IndentureIssuance Date, the Company may shall deliver Senior 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 Senior NotesNotes contained herein have been fully complied with, and the Trustee in accordance with the such Company Order shall authenticate and make deliver such Senior Notes available for deliveryInitial Notes. Each Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under 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 herein duly executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agentsignatory, 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 3.10, for all purposes of this Indenture such Senior 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 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 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 a Vice Presidents, under its corporate seal, if any, reproduced thereon President and attested by its Secretary or one of its an Assistant SecretariesSecretary. The signature of any of these officers on the Senior Notes and the corporate seal may be manual or facsimilefacsimile signatures of the present or any future such authorized officer and may be 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 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 Indenture, 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 make such Senior Notes available for delivery. Each Senior A Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under this Indenture or not be valid or obligatory for any purpose unless there appears on such Senior Note a certificate of authentication substantially in the form provided for herein executed by the Trustee or an Authenticating Agent by manual signature of until an authorized signatory of the Trustee or an Authenticating Agent, and such certificate upon any Senior manually authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence, and the only evidence, evidence that such Senior 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 Senior 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 Senior Note to the Trustee for cancellation as provided in new name. Section 3.10, for all purposes of 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 this Indenture.2.12

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, under . If its corporate sealseal is reproduced thereon, if any, reproduced thereon it shall be attested by its the Secretary or one an Assistant Secretary of its Assistant Secretariesthe Company. The signature of any of these officers on the Senior Notes and the corporate seal may be manual or facsimile. Senior 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 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 IndentureIndenture and as provided in Section 301, 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 make deliver such Senior Notes available for deliveryNotes. 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 Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under 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 herein executed by in Annex A, signed manually in the Trustee or an Authenticating Agent by manual signature of an authorized signatory name of the Trustee or by an Authenticating Agentauthorized signatory, 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 3.10310, for all purposes of 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 this Indenture. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in 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 Senior Notes Junior Subordinated Debentures 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 any Vice Presidents, under its corporate seal, if any, reproduced thereon President and attested by its Secretary or one of its Assistant SecretariesSecretary. The signature of any of these officers on the Senior Notes and the corporate seal Junior Subordinated Debentures may be manual or facsimile. Senior Notes Junior Subordinated 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 that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Senior Notes Junior Subordinated Debentures or did not hold such offices at the date of such Senior NotesJunior Subordinated Debentures. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Senior Notes Junior Subordinated Debentures executed by the Company to the Trustee for authentication, together with a Company Order order for the authentication and delivery of such Senior Notes, and the Junior Subordinated Debentures. The Trustee in accordance with the such Company Order order shall authenticate and make deliver such Senior Notes available for deliveryJunior Subordinated Debentures as provided in this Indenture and not otherwise. Each Senior Note Upon the initial issuance, each Junior Subordinated Debenture shall be dated ________________, 1998, and thereafter Junior Subordinated Debentures issued hereunder shall be dated the date of its their authentication. No Senior Note Junior Subordinated Debenture shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Senior Note Junior Subordinated Debenture a certificate of authentication substantially in the form provided for herein executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agentsignature, and such certificate upon any Senior Note Junior Subordinated Debenture shall be conclusive evidence, and the only evidence, that such Senior Note Junior Subordinated Debenture 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 3.10, for all purposes of this Indenture such Senior Note shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture.

Execution, Authentication, Delivery and Dating. The Senior Notes shall be executed on behalf of the Company Issuer by its Chairman of the Board, its Vice Chairman of the Board, its Chief Executive Officer, its President or one of its Vice Presidents, under Officers. If its corporate sealseal is reproduced thereon, if any, reproduced thereon it shall be attested by its the Secretary or one an Assistant Secretary of its Assistant Secretariesthe Issuer. The signature of any of these officers on the Senior Notes and the corporate seal may be manual or facsimile. Senior If the 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 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 IndentureSupplemental Indenture and as provided in Section 401, the Company Issuer may deliver Senior 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 Senior Notes, and the Trustee in accordance with the Company Issuer Order shall authenticate and make deliver such Senior Notes available for deliveryNotes. Each Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under this the 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 herein executed by in Annex A or B, as appropriate, signed manually in the Trustee or an Authenticating Agent by manual signature of an authorized signatory name of the Trustee or by an Authenticating Agentauthorized signatory, 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 CompanyIssuer, and the Company Issuer shall deliver such Senior Note to the Trustee for cancellation as provided in Section 3.10409, for all purposes of this the Indenture such Senior Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this the Indenture.

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, under its corporate seal, if any, reproduced thereon Presidents and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Senior Notes and the corporate seal may be manual or facsimile. Senior The Notes may be printed, lithographed, typewritten, mimeographed or otherwise produced. 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 that such individuals or any of them have ceased to hold such offices prior to the authentication and or delivery of such Senior Notes or did not hold such offices at the date of authentication or delivery of such Senior Notes. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Senior Notes executed by the Company together with a Company Order authorizing authentication thereof to the Trustee for authentication; and, together with a Company Order for the authentication and delivery upon receipt of such Senior Notes, and the Trustee in accordance with the Company Order shall authenticate and make deliver such Senior Notes available as in this Indenture provided and not otherwise. Notwithstanding anything herein to the contrary, the aggregate original principal amount of each class of the Notes that may be authenticated and delivered under this Indenture is limited to the aggregate Outstanding Note Balance for deliverythat Class as of the Closing Date, except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of Notes pursuant to Section 3.4, 3.6 or 9.5 hereof. Each Senior Note shall bear on its face the Closing Date and be dated as of the date of its authentication. No Senior Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears to be on such Senior Note a certificate of authentication substantially in the form provided for herein herein, executed by the Trustee or an Authenticating Agent by the manual signature of an one of its authorized signatory of the Trustee or an Authenticating Agentofficers, 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 3.10, for all purposes of 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 this Indenture.

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, under its corporate seal, if any, reproduced thereon attested by its Secretary or one of its Assistant Secretariesany two Officers. The signature of any of these officers Officer on the Senior Notes and the corporate seal may be manual or facsimilefacsimile signatures of the present or any future such authorized officer and may be 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 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 Indenture, 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 such Company Order shall authenticate and make deliver such Senior Notes. Such Company Order shall identify the Notes available 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 $740,000,000 executed by the Company to the Trustee for deliveryauthentication, 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. On Company Order, the Trustee shall authenticate for original issue Exchange Notes in an aggregate principal amount not to exceed $740,000,000 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 the Company Order for the authentication and delivery of such Exchange Notes shall certify 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 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 Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under 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 herein duly executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agentofficer, 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 3.10, for all purposes of this Indenture such Senior 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 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 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. The Senior 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 Chief Executive Officer, its President or one of its Vice Presidents, under its corporate seal, if any, reproduced thereon attested by its Secretary or one of its Assistant SecretariesAdministrator. The signature of any of these officers such Authorized Officer on the Senior Notes and the corporate seal may be manual or facsimile. Senior 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 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 Subject to the satisfaction of the conditions set forth in Section 2.08 hereof, the Indenture Trustee shall, upon Issuer Order, authenticate and deliver the Notes for original issue in the aggregate principal amounts with respect to each Class as specified below: Class Class Principal Amount ----- ---------------------- [ ] $[ ] The aggregate principal amounts of such Classes of Notes outstanding at any time may not exceed such respective amounts. The Notes that are authenticated and from time delivered by the Indenture Trustee to time 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 execution and delivery of this Indenture, Closing Date for any other purpose under 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 make such Senior Notes available for delivery. Each Senior Note Indenture shall be dated the date of its their authentication. The Notes shall be issuable as registered Notes in the minimum denomination of [$100,000] and integral multiples of $1 in excess thereof. No Senior Note shall be entitled to any benefit under 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 herein executed by the Indenture Trustee or an Authenticating Agent the Note Registrar by the manual signature of an one of its authorized signatory of the Trustee or an Authenticating Agentsignatories, 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 3.10, for all purposes of 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 this Indenture.

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 OfficerChairman, its President or one a Vice President of its Vice Presidentsthe Company, under its corporate seal, if any, seal reproduced thereon and attested by its Secretary or one an Assistant Secretary of its Assistant Secretariesthe Company. The signature of any of these officers on the Senior Notes and the corporate seal may be manual or facsimilefacsimile signatures of the present or any future such authorized officer and may be 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 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 Indenture, the Company may deliver Senior Notes executed by the Company and having the notation of Subsidiary Guarantees in substantially the form of Exhibit C hereto executed by the Subsidiary Guarantors 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 such Company Order shall authenticate and make deliver such Senior Notes available for deliveryin substantially the form of Exhibit D hereto with the notation of Subsidiary Guarantees thereon as provided in this Indenture. Each Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under 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 herein duly executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agentofficer, 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 3.10, for all purposes of this Indenture such Senior 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, pursuant to and in compliance with Section 5.01 hereof, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its Properties 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 Section 5.02 hereof, 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

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, under its corporate seal, if any, reproduced thereon attested by its Secretary or one of its Assistant Secretariesany two Officers. The signature of any of these officers Officer on the Senior Notes and the corporate seal may be manual or facsimilefacsimile signatures of the present or any future such authorized officer and may be 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 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 Indenture, 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 such Company Order shall authenticate and make deliver such Senior Notes. Such Company Order shall identify the Notes available 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 $500,000,000 executed by the Company to the Trustee for deliveryauthentication, 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. On Company Order, the Trustee shall authenticate for original issue Exchange Notes in an aggregate principal amount not to exceed $500,000,000, 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 the Company Order for the authentication and delivery of such Exchange Notes shall certify 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 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 Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under 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 herein duly executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agentofficer, 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 3.10, for all purposes of this Indenture such Senior 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, 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. 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, under its corporate seal, if any, reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Senior Notes and the corporate seal may be manual or facsimile. 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 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 Indenture, 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 make deliver such Senior Notes available for deliveryNotes. Each Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under 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 herein executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory officer of the Trustee or an Authenticating 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 3.10, for all purposes of 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 this Indenture.

Execution, Authentication, Delivery and Dating. The Senior Notes shall be executed on behalf of the Company Issuing Entity by its Chairman an Authorized Officer of the Board, its Vice Chairman of Owner Trustee or the Board, its Chief Executive Officer, its President or one of its Vice Presidents, under its corporate seal, if any, reproduced thereon attested by its Secretary or one of its Assistant SecretariesAdministrator. The signature of any of these officers such Authorized Officer on the Senior Notes and the corporate seal may be manual or facsimile. Senior 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 CompanyIssuing Entity, notwithstanding 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 Subject to the satisfaction of the conditions set forth in Section 2.08 hereof, the Indenture Trustee shall upon Issuer Order 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 amount. The Notes that are authenticated and from time delivered by the Indenture Trustee to time or upon the order of the Issuing Entity on the Closing Date shall be dated __________, 20__. All other Notes that are authenticated after the execution and delivery of this Indenture, Closing Date for any other purpose under 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 make such Senior Notes available for delivery. Each Senior Note 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 Senior Note shall be entitled to any benefit under 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 herein executed by the Indenture Trustee or an Authenticating Agent by the manual signature of an one of its authorized signatory of the Trustee or an Authenticating Agentsignatories, 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 3.10, for all purposes of 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 this Indenture.

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, under its corporate seal, if any, reproduced thereon attested by its Secretary or one of its Assistant Secretariesany two Officers. The signature of any of these officers Officer on the Senior Notes and the corporate seal may be manual or facsimilefacsimile signatures of the present or any future such authorized officer and may be 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 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 Indenture, 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 such Company Order shall authenticate and make deliver such Senior Notes. Such Company Order shall identify the Notes available 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 $475,000,000 executed by the Company to the Trustee for deliveryauthentication, 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. On Company Order, the Trustee shall authenticate for original issue Exchange Notes in an aggregate principal amount not to exceed $475,000,000 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 the Company Order for the authentication and delivery of such Exchange Notes shall certify 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 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 Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under 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 herein duly executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agentofficer, 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 3.10, for all purposes of this Indenture such Senior 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 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 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. The Senior Notes shall be executed on behalf of the Company by one of its Chairman of the Board, its Vice Chairman of the BoardPresident, its Chief Executive Officer, its President Chief Financial Officer or one of its Vice Presidents, under its corporate seal, if any, reproduced thereon Presidents and attested by its Secretary or one of its Assistant Secretaries. The signature signatures of any of these officers on the Senior Notes and the corporate seal may be manual or facsimile. Senior Each Guarantor shall execute a Guarantee in the manner 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 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 Indenture, 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 such Company Order shall authenticate and make such Senior Notes available for deliverydelivery such Notes as provided in this Indenture and not otherwise. Each Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under 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 herein duly executed by the Trustee or an Authenticating Agent by manual signature of an one of its duly authorized signatory of the Trustee or an Authenticating Agentsignatories, 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 3.10, for all purposes of this Indenture such Senior 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 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 - 53 - 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 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 Officer or one of its any Vice Presidents, under its corporate seal, if any, reproduced thereon attested by its Secretary or one of its Assistant SecretariesPresident. The signature of any of these officers on the Senior Notes and the corporate seal may be manual or facsimilefacsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Notes. Senior 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 that such individuals or any of them have individual has ceased to hold such offices office prior to the authentication and delivery of such Senior Notes or did not hold such offices office at the date of such Senior Notes. At any time and from time to time after On the execution and delivery of this IndentureIssuance Date, the Company may shall deliver Senior the Original Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Senior Notes, directing the Trustee to authenticate the Original Notes and certifying that all conditions precedent to the issuance of the Original Notes contained herein have been fully complied with, and the Trustee in accordance with the such Company Order shall authenticate and make deliver such Senior Original Notes. On Company Order, the Trustee shall authenticate Additional Notes available for deliveryoriginal 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 upon the valid surrender for cancellation of Initial Notes of a like aggregate principal amount in accordance with an Exchange Offer pursuant to the Registration Rights Agreement or otherwise registered under the Securities Act. In each case, 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 Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under 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 herein duly executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agentsignatory, 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 3.10, for all purposes of this Indenture such Senior 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 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 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 any Officer, its President or one of its Vice Presidents, under its corporate seal, if any, reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers an Officer on the Senior Notes and the corporate seal may be manual or via facsimile, .pdf transmission or other electronic means of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Notes. Senior 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 that such individuals or any of them have individual ceased to hold such offices office prior to the authentication and delivery of such Senior Notes or did not hold such offices office at the date of such Senior Notes. At any time and from time to time after the execution and delivery of this Indentureindenture, 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 such Company Order shall authenticate and make deliver such Senior Notes. On the Issue Date, the Company shall deliver the Initial Notes available in the aggregate principal amount of $300,000,000 executed by the Company to the Trustee for deliveryauthentication, together with a Company Order directing the Trustee to authenticate the Notes and certifying in an Officer’s Certificate 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 Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under 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 herein in Exhibit 1 to the Appendix, duly executed by the Trustee or an Authenticating Agent by manual or electronic signature of an authorized signatory of the Trustee or an Authenticating Agentofficer, 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 3.10, for all purposes of this Indenture such Senior 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 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 a supplemental indenture 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. ARTICLE THREE

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 at least one Officer, its President or one of its Vice Presidents, under its corporate seal, if any, reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers Officer on the Senior Notes and the corporate seal may be manual or facsimilefacsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Notes. Senior 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 that such individuals or any of them have individual has ceased to hold such offices office prior to the authentication and delivery of such Senior Notes or did not hold such offices office at the date of such Senior Notes. At any time and from time to time after the execution and delivery of this Indenture, 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 such Company Order shall authenticate and make deliver such Senior Notes. On the Issue Date, the Company shall deliver the Initial Notes available in the aggregate principal amount of $250,000,000 executed by the Company to the Trustee for deliveryauthentication, together with a Company 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 Company Order 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, 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 in such Order, and the Trustee in accordance with such Company Order shall authenticate and deliver such Additional Notes, and certifying that the issuance complies with this Indenture, including Section 1011. On Company Order, the Trustee shall authenticate for original issue Exchange Notes in an aggregate principal amount not to exceed $250,000,000 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 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 Officer’s Certificate 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 Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under 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 herein duly executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agentofficer, 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 3.10, for all purposes of this Indenture such Senior 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 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 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. ARTICLE THREE

Execution, Authentication, Delivery and Dating. The Senior Original Notes and the Subordinate Notes are hereby exchanged for Notes issued pursuant to this Indenture. For the avoidance of doubt, the indebtedness evidenced by the Original Notes and the Subordinate Notes remains outstanding and is consolidated with the indebtedness evidenced by the Notes issued hereunder. The Notes shall be executed on behalf of the Company Issuer by its Chairman of the Board, its Vice Chairman of the Board, its Chief Executive Officer, its President or one of its Vice Presidents, under its corporate seal, if any, Presidents which may be in facsimile form or otherwise reproduced thereon attested by its Secretary or one of its Assistant Secretariesthereon. The signature of any of these officers on the Senior Notes and the corporate seal may be manual or facsimile. Senior The Notes may be printed, lithographed, typewritten, mimeographed or otherwise produced. 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 that such individuals or any of them have ceased to hold such offices prior to the authentication and or delivery of such Senior Notes or did not hold such offices at the date of authentication or delivery of such Senior Notes. At any time and from time to time after the execution and delivery of this Indenture, the Company Issuer may deliver Senior 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 Senior Notes, ; and the Trustee in accordance with the Company Order shall authenticate and make deliver such Senior Notes available for deliveryas 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 Senior 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 Senior Note shall be entitled to any benefit under 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 herein herein, executed by the Trustee or an Authenticating Agent by the manual signature of an one of its authorized signatory of the Trustee or an Authenticating Agentofficers, 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 Each Holder shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Senior Note to provide the Trustee for cancellation as provided recordation in Section 3.10, the Note Register its mailing address for all purposes of this Indenture such Senior Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to notices under the benefits of this Indenture.

Execution, Authentication, Delivery and Dating. The Senior Two Officers 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 Chief Executive Officer, its President or one of its Vice Presidents, under its corporate seal, if any, reproduced thereon attested by its Secretary or one of its Assistant SecretariesTrustee. The signature of any of these officers on shall be conclusive evidence that the Senior Notes and the corporate seal may be manual or facsimile. 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 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 NotesNote has been authenticated under this Indenture. At any time and from time to time after the execution and delivery of this Indenture, 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 such Company Order shall authenticate and make deliver such Senior Notes available for delivery. Each Senior Note shall be dated the date of its authenticationNotes. No Senior Note shall be entitled to any benefit under 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 herein duly executed by the Trustee by manual, facsimile or an Authenticating Agent by manual electronic signature of an authorized signatory of the Trustee or an Authenticating Agentsignatory, 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. 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, 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 Senior Note shall have been duly 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 3.102.12 hereof together with a written statement stating that such Note has never been issued and sold by the Company, for all purposes of 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 this Indenture.

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 any Officer, its President or one of its Vice Presidents, under its corporate seal, if any, reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers Officer on the Senior Notes and the corporate seal may be manual or via facsimile, .pdf transmission or other electronic means of the present or any future such authorized Officer and may be imprinted or otherwise reproduced on the Notes. Senior 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 that such individuals or any of them have individual ceased to hold such offices office prior to the authentication and delivery of such Senior Notes or did not hold such offices office at the date of such Senior Notes. At any time and from time to time after the execution and delivery of this Indenture, 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 such Company Order shall authenticate and make deliver such Senior Notes. On the Issue Date, the Company shall deliver the Initial Notes available in the aggregate principal amount of $550,000,000 executed by the Company to the Trustee for deliveryauthentication, 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 Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under 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 herein in Exhibit 1 to the Appendix, duly executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agentsignatory, 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 3.10, for all purposes of this Indenture such Senior 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. ARTICLE THREE THE NOTES

Execution, Authentication, Delivery and Dating. Subject to the provisions of Section 309 hereof, upon the execution and delivery of this Agreement, and at any time and from time to time thereafter, the Company may deliver Unit Certificates executed by the Company to the Unit Agent for authentication, execution on behalf of the Holders and delivery, together with its Issuer Order for authentication of such Unit Certificates, and the Unit Agent in accordance with such Issuer Order shall authenticate, execute on behalf of the Holders and make such Unit Certificates available for delivery. The Senior Notes Unit Certificates 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, under its corporate seal, if any, seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Senior Notes and the corporate seal Unit Certificates may be manual or facsimile. Senior Notes Unit Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Senior Notes Unit Certificates 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 Indenture, 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 make such Senior Notes available for deliveryUnit Certificates. Each Senior Note Unit Certificate shall be dated the date of its authentication. No Senior Note Purchase Contract underlying a Unit evidenced by a Unit Certificate shall be valid until such Unit Certificate has been executed on behalf of the Holder by the manual signature of an authorized signatory of the Unit Agent, as such Holder's attorney-in-fact. Such signature by an authorized signatory of the Unit Agent shall be conclusive evidence that the Holder of such Unit Certificate has entered into the Purchase Contracts underlying the Units evidenced by such Unit Certificate. No Unit Certificate shall be entitled to any benefit under this Indenture Agreement or be valid or obligatory for any purpose unless there appears on such Senior Note Unit Certificate a certificate of authentication substantially in the form provided for herein executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating AgentUnit Agent by manual signature, and such certificate upon any Senior Note Unit Certificate shall be conclusive evidence, and the only evidence, that such Senior Note Unit Certificate 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 3.10, for all purposes of 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 this Indenture.

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, under its corporate seal, if any, reproduced thereon attested by its Secretary or one of its Assistant Secretariesany two Officers. The signature of any of these officers Officer on the Senior Notes and the corporate seal may be manual or facsimilefacsimile signatures of the present or any future such authorized officer and may be 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 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 Indenture, 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 such Company Order shall authenticate and make deliver such Senior Notes. Such Company Order shall identify the Notes available 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 (i) 2017 Initial Notes in the aggregate principal amount of $500,000,000 and (ii) 2020 Initial Notes in the aggregate principal amount of $300,000,000, in each case, executed by the Company to the Trustee for deliveryauthentication, 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 of either series 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. On Company Order, the Trustee shall authenticate for original issue (i) 2017 Exchange Notes in an aggregate principal amount not to exceed $500,000,000, plus the aggregate principal amount of any 2017 Additional Notes issued and (ii) 2020 Exchange Notes in an aggregate principal amount not to exceed $300,000,000 of 2020 Initial Notes, plus the aggregate principal amount of any 2020 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 of the applicable series in accordance with an Exchange Offer pursuant to the Registration Rights Agreement and the Company Order for the authentication and delivery of such Exchange Notes shall certify 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 Company that it may reasonably require in connection with such authentication of Notes. Such order shall specify the amount and series of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. Each Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under 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 herein duly executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agentofficer, 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 3.10, for all purposes of this Indenture such Senior 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, 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. 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, under its corporate seal, if any, reproduced thereon attested by its Secretary or one of its Assistant Secretariesany two Officers. The signature of any of these officers Officer on the Senior Notes and the corporate seal may be manual or facsimilefacsimile signatures of the present or any future such authorized officer and may be 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 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 Indenture, 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 such Company Order shall authenticate and make deliver such Senior Notes. Such Company Order shall identify the Notes available 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 deliveryauthentication, 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 Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under 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 pro vided for herein duly executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agentofficer, 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 3.10, for all purposes of this Indenture such Senior 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, 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. The Senior Notes Two Officers shall be executed on behalf of sign the Unit Certificates for 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, under its corporate seal, if any, reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Senior Notes and the corporate seal may be manual or facsimile. Senior Notes bearing the manual or facsimile signatures signature. If an Officer whose signature is on a Unit Certificate no longer holds that office at the time the Unit Certificate is authenticated, the Unit Certificate shall nevertheless be valid. A Unit Certificate shall not be valid until authenticated by the manual signature of individuals who were the Agent or an authenticating agent appointed by the Agent. Such signature shall be conclusive evidence that the Unit Certificate has been authenticated under this Agreement. The Agent shall at any time, and from time to time, authenticate Unit Certificates in the amount provided in a Board Resolution or Officers’ Certificate, upon receipt by the Agent of a Company Order. Such Company Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Company or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing. Each Unit Certificate shall be dated the date of its authentication unless otherwise provided by a Board Resolution or an Officers’ Certificate. The aggregate principal amount of Unit Certificates outstanding at any time may not exceed any limit upon the proper officers of maximum amount set forth in any applicable Board Resolution or Officers’ Certificate. The Agent may appoint an authenticating agent acceptable to the Company shall bind to authenticate the Unit Certificates. An authenticating agent may authenticate Unit Certificates whenever the Agent may do so. Each reference in this Agreement to authentication by the Agent includes authentication by any such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to . Upon the authentication execution and delivery of such Senior Notes or did not hold such offices this Agreement, and at the date of such Senior Notes. At any time and from time to time after the execution and delivery of this Indenturethereafter, the Company may deliver Senior Notes executed by the Company pursuant to the Trustee for authentication, together with a Company Order for require the authentication Agent to authenticate and delivery of such Senior Notes, and the Trustee deliver Unit Certificates in accordance with the such Company Order shall authenticate and make such Senior Notes available for delivery. Each Senior Note shall be dated the date of its authenticationOrder. No Senior Note Unit Certificate shall be entitled to any benefit under this Indenture Agreement or be valid or obligatory for any purpose unless there appears on such Senior Note Unit Certificate a certificate of authentication substantially in the form provided for herein executed by a Responsible Officer of the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agentsignature, and such certificate upon any Senior Note Unit Certificate shall be conclusive evidence, and the only evidence, that such Senior Note Unit Certificate 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 3.10, for all purposes of 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 this Indenture.

Execution, Authentication, Delivery and Dating. The Senior 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 Chief Executive Officer, its President or one of its Vice Presidents, under its corporate seal, if any, reproduced thereon attested by its Secretary or one of its Assistant SecretariesAdministrator. The signature of any of these officers such Authorized Officer on the Senior Notes and the corporate seal may be manual or facsimile. Senior 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 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 Subject to the satisfaction of the conditions set forth in Section 2.08 hereof, the Indenture Trustee shall upon Issuer Order 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 amount. The Notes that are authenticated and from time delivered by the Indenture Trustee to time 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 execution and delivery of this Indenture, Closing Date for any other purpose under 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 make such Senior Notes available for delivery. Each Senior Note 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 Senior Note shall be entitled to any benefit under 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 herein executed by the Indenture Trustee or an Authenticating Agent by the manual signature of an one of its authorized signatory of the Trustee or an Authenticating Agentsignatories, 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 3.10, for all purposes of 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 this Indenture.

Execution, Authentication, Delivery and Dating. The Senior Notes Securities shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its Chief Executive OfficerChairman, its President or one of its Vice Presidents, under its corporate seal, if any, seal reproduced thereon and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Senior Notes and the corporate seal Securities may be manual or facsimilefacsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Senior 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 that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Senior Notes Securities or did not hold such offices at the date of such Senior NotesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Senior Notes Securities executed by the Company and, if guaranteed by a Subsidiary Guarantor, having the notation of Subsidiary Guarantees executed by the Subsidiary Guarantors to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Senior NotesSecurities, and the Trustee in accordance with the such Company Order shall authenticate and make deliver such Senior Notes available for deliverySecurities with the notation of Subsidiary Guarantees, if any, thereon as provided in this Indenture. Each Senior Note Security shall be dated the date of its authentication. No Senior Note Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Senior Note Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agentsignatory, and such certificate upon any Senior Note Security shall be conclusive evidence, and the only evidence, that such Senior Note Security 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 3.10, for all purposes of this Indenture such Senior 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, pursuant to and in compliance with Article VII hereof, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its Properties 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 VII hereof, any of the Securities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon 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 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 the Holders but without expense to them, shall provide for the exchange of all Securities at the time Outstanding for Securities authenticated and delivered in such new name.

Execution, Authentication, Delivery and Dating. The Senior Notes shall be executed on behalf of the Company by its Chairman a member of the Board, its Vice Chairman Supervisory Committee of the Board, its Chief Executive Officer, its President or one Company and by a Director of its Vice Presidents, under its corporate seal, if any, reproduced thereon attested by its Secretary or one of its Assistant Secretariesthe Company. The signature of any of these officers on the Senior Notes and the corporate seal may be manual or, subject to the applicable regulations of the CNV, facsimile signatures of the present or facsimileany future such authorized officer and may be imprinted or otherwise reproduced on the Senior Notes. Senior Notes bearing the manual or facsimile signatures of individuals who were at any time a member of the proper officers Supervisory Committee and a Director of the Company shall bind the Company, notwithstanding 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 Indenture, 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, 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 make deliver such Senior Notes. In each case, the Trustee shall be entitled to receive an Officers' Certificate and an Opinion of Counsel of the Company stating that the issuance and authentication of such Senior Notes available for deliverycomplies with this Indenture and all other relevant law, supplemented by such other representations and warranties as the Trustee 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. Each Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under 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 herein duly executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agentsignatory, 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 3.10, for all purposes of this Indenture such Senior 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, 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 Senior 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 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 Request 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 the Holders but without expense to them, shall provide for the exchange of all Senior Notes at the time Outstanding for Senior Notes authenticated and delivered in such new 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 OfficerChairman, its President or one of its a Vice Presidents, under its corporate seal, if any, reproduced thereon President and attested by its Secretary or one of its an Assistant SecretariesSecretary. The signature of any of these officers on the Senior Notes and the corporate seal may be manual or facsimilefacsimile signatures of the present or any future such authorized officer and may be 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 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 Indenture, 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 such Company Order shall authenticate and make deliver such Senior Notes available for deliveryNotes. Each Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under 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 herein duly executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agentofficer, 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 3.10, for all purposes of this Indenture such Senior Note shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. If the Company 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 successor Person resulting from such consolidation, or surviving such merger, or into which the Company or Subsidiary Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with 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 and all other obligors thereon 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 Senior Notes Debentures 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, Presidents under its corporate seal, if any, seal reproduced or impressed thereon and attested by its Secretary or one of its Assistant Secretaries. The signature signa- ture of any of these officers on the Senior Notes and the corporate seal Debentures may be manual or facsimile. Senior 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 that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Senior Notes Debentures or did not hold such offices at the date of such Senior NotesDebentures. The Debentures may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Debenture shall be dated the date of its authentication by the Trustee. A Debenture shall not be valid until manually authenticated by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Debenture shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Debenture to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture such Debenture shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Senior Notes Debentures executed by the Company to the Trustee for authentication, together with a written order of the Company Order for the authentication and delivery of such Senior NotesDebentures signed by its Chief Executive Officer, President or any Vice President and its Treasurer or any Assistant Treasurer, and the Trustee in accordance with the Company Order such written order shall authenticate and make deliver such Senior Notes available for deliveryDebentures. In authenticating such Debentures and accepting the additional responsibilities under this Indenture in relation to such Debentures, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that the form and terms thereof have been established in conformity with the provisions of this Indenture. The Trustee shall not be required to authenticate such Debentures if the issue of such Debentures pursuant to this Indenture shall affect the Trustee's own rights, duties or immunities under the Debentures and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee. Each Senior Note Debenture shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under 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 herein executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating 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 3.10, for all purposes of 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 this Indenture.

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 Chief Financial Officer or one of its Vice PresidentsTreasurer, under its corporate seal, if any, reproduced thereon and attested by its Secretary or one of its Assistant Corporate Secretaries or Deputy Corporate Secretaries. The signature of any of these officers on the Senior Notes and the corporate seal may be manual manual, facsimile or facsimileelectronic 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 shall not be required to be under the Company’s corporate seal. Senior 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 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 Pursuant to time after the execution and delivery of this Indenturea Company Order, the Company may deliver Senior 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 Senior Notes, and the Trustee in accordance with the . Such Company Order shall authenticate specify the amount of Notes to be authenticated and make such Senior the date on which the original issue of Notes available for deliveryis to be authenticated. Each Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under 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 herein in the Base Indenture executed by the Trustee by manual, facsimile or an Authenticating Agent electronic signature (including any electronic signature covered by manual signature the U.S. federal ESIGN Act of an authorized signatory of 2000, Uniform Electronic Transactions Act, the Trustee Electronic Signatures and Records Act or an Authenticating Agentother applicable law, e.g., xxx.xxxxxxxx.xxx), 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 3.10, for all purposes of 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 this Indenture.

Execution, Authentication, Delivery and Dating. The Senior 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 Chief Executive Officer, its President or one of its Vice Presidents, under its corporate seal, if any, reproduced thereon attested by its Secretary or one of its Assistant SecretariesAdministrator. The signature of any of these officers such Authorized Officer on the Senior Notes and the corporate seal may be manual or facsimile. Senior 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 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 Subject to the satisfaction of the conditions set forth in Section 2.08 hereof, the Indenture Trustee shall, upon Issuer Order, authenticate and deliver the Notes for original issue in the aggregate principal amounts with respect to each Class as specified below: Class Class Principal Amount A1 $381,668,000 A2 195,745,000 M1 7,441,000 M2 5,953,000 B1 4,465,000 B2 10,000,000 The aggregate principal amounts of such Classes of Notes outstanding at any time may not exceed such respective amounts. The Notes that are authenticated and from time delivered by the Indenture Trustee to time 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 execution and delivery Closing Date as a result of this Indenture, transfer or exchange or for any other purpose under 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 make such Senior Notes available for delivery. Each Senior Note Indenture shall be dated the date of its their authentication. No Senior Note shall be entitled to any benefit under 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 herein in the form of Note at Exhibit A) executed by the Indenture Trustee or an Authenticating Agent by the manual signature of an one of its authorized signatory of the Trustee or an Authenticating Agentsignatories, 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 3.10, for all purposes of 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 this Indenture.

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, under its corporate seal, if any, reproduced thereon Presidents and attested by its Secretary or one of its Assistant SecretariesSecretaries or one of its Vice Presidents. The signature of any of these officers on the Senior Notes and the corporate seal may be manual or facsimile. 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 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 Indenture, 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 such Notes. The Trustee shall authenticate and make such Senior Notes available for deliverydelivery (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 Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under 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 herein executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory officer of the Trustee or an Authenticating 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 3.103.11, for all purposes of 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 this Indenture.

Execution, Authentication, Delivery and Dating. The Senior Notes shall be executed on behalf of the Company Issuer by its Chairman of the Board, its Vice Chairman of the Board, its Chief Executive at least one Officer, its President or one of its Vice Presidents, under its corporate seal, if any, reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers Officer on the Senior Notes and the corporate seal may be manual or facsimilefacsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Notes. Senior 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 that such individuals or any of them have individual has ceased to hold such offices office prior to the authentication and delivery of such Senior Notes or did not hold such offices office at the date of such Senior Notes. At any time and from time to time after the execution and delivery of this Indenture, the Company Issuer may deliver Senior Notes executed by the Company Issuer to the Trustee for its manual authentication, together with an Issuer Order for the authentication and delivery of such Notes, and the Trustee in accordance with 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 a Company an Issuer Order for the authentication and delivery of such Senior 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 the Company such Issuer Order shall manually authenticate and make deliver such Senior 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 available for deliveryto be authenticated and the date on which the original issue of Notes is to be authenticated. Each Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under 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 herein duly executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agentsignatory, 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 3.10, for all purposes of this Indenture such Senior Note shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture.

Execution, Authentication, Delivery and Dating. The Senior Notes shall be executed on behalf of the Company by its Chairman each of the Board, its Vice Chairman Obligors by any of the Board, its Chief Executive Officer, its President or one Authorized Officers of its Vice Presidents, under its corporate seal, if any, reproduced thereon attested by its Secretary or one of its Assistant Secretariessuch Obligor. The signature of any of these officers on the Senior Notes and the corporate seal may be manual or facsimile. Senior 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 shall bind the CompanyObligors, notwithstanding that such individuals or any of them have ceased to do not hold such offices prior to at the time of 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 IndentureMaster Agreement and the related Series Supplement, and upon satisfaction of all the conditions set forth in the related Series Supplement, the Company Obligors may deliver Senior Notes of the related Series (including Notes of any Class within such Series) executed by the Company Obligors to the Trustee or Authenticating Agent for authentication, together with a Company an Obligors' Order for the authentication and delivery of such Senior 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 make such Senior Notes available for deliverydelivery such Notes. Each Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under this Indenture Master Agreement or any Series Supplement 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 herein executed by the Trustee or an the Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agentsignature, and such certificate of authentication upon any Senior Note shall be conclusive evidence, and the only evidence, that such Senior 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 Senior Note shall have been authenticated and delivered hereunder but never issued and sold by the CompanyObligors, and the Company Obligors shall deliver such Senior Note to the Trustee or the Authenticating Agent for cancellation as provided in Section 3.105.08 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, for all purposes of this Indenture Master Agreement such Senior Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.shall

Execution, Authentication, Delivery and Dating. The Senior Notes Securities 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 the Chief Financial Officer, the President or one a Vice President of its Vice Presidents, under its corporate seal, if any, reproduced thereon attested by its Secretary or one of its Assistant Secretariesthe Company. The signature of any of these officers individuals on the Senior Notes and the corporate seal Securities may be a manual or facsimilefacsimile signature of such authorized officer and may be imprinted or otherwise reproduced on the Securities. Senior 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 that such individuals or any of them individual shall have ceased to hold such offices office prior to the authentication and delivery of such Senior Notes Securities or did not hold such offices office at the date of such Senior NotesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Senior Notes Securities, executed by the Company Company, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Senior NotesSecurities, and the Trustee in accordance with the Company Order shall authenticate and make deliver such Senior Notes available for deliverySecurities. Each Senior Note Security shall be dated the date of its authentication. No Senior Note Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Senior Note Security a certificate of authentication substantially in the form provided for herein in Section 2.02, duly executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agent---- signatory, and such certificate upon any Senior Note Security shall be conclusive evidence, and the only evidence, that such Senior Note Security has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Senior Note Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Senior Note Security to the Trustee for cancellation as provided in Section 3.103.08 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 this Indenture Indenture, such Senior Note Security shall be deemed never not to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

Execution, Authentication, Delivery and Dating. The Senior Notes shall be executed on behalf of the Company by its Chairman of the BoardChairman, its Vice Chairman of the Board, its President or Chief Executive Officer, its President or one of its Vice Presidents, Officer under its corporate seal, if any, seal reproduced thereon and attested to by its the Secretary or one any Assistant Secretary of its Assistant Secretariesthe Company. The signature signatures of any of these officers such Officers on the Senior Notes and the corporate seal may be manual or facsimile. Senior 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 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 Indenture, the Company may deliver Senior Notes of any series 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 Senior Notes, and the Trustee in accordance with the Company Order shall authenticate and make deliver such Senior Notes. If the Notes available of a series 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 series, authenticate and deliver one or more Notes in global form that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Notes of such series to be represented by such Note in global form, (ii) shall be registered in the name of the Depositary for deliverysuch 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 Senior Depositary designated by the Company for a Note shall be dated in global form must, at the date 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 Senior Note shall be entitled to any benefit benefits under 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 herein executed until authenticated by the Trustee or an Authenticating Agent by manual signature of an one of the authorized signatory signatories of the Trustee or an Authenticating Agent, and such certificate . Such signature upon any Senior Note shall be conclusive evidence, evidence and the only evidence, that such Senior Note has been duly authenticated and delivered hereunderunder this Indenture and is entitled to the benefits of this Indenture. 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 3.103.9 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 this Indenture such Senior Note shall be deemed never to have been authenticated and delivered hereunder and shall never not be entitled to the benefits of this Indenture.

Execution, Authentication, Delivery and Dating. The Senior Notes Securities shall be executed on behalf of the Company Corporation by its Chairman of the BoardPresident, its Vice Chairman of the Board, its Chief Executive Officer, its President or one of its Vice Presidents, its Treasurer or an Assistant Treasurer under its corporate seal, if any, seal reproduced or impressed thereon and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Senior Notes and the corporate seal Securities may be manual or facsimile. Senior Notes Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company Corporation shall bind the CompanyCorporation, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Senior Notes Securities or did not hold such offices at the date of such Senior NotesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company Corporation may deliver Senior Notes the Securities executed by the Company Corporation to the Trustee for authentication, together with a Company Corporation Order for the authentication and delivery of such Senior NotesSecurities, and the Trustee in accordance with the Company Corporation Order shall authenticate and make deliver such Senior Notes available for deliverySecurities as in this Indenture provided and not otherwise. Each Senior Note Security shall be dated the date of its authentication. No Senior Note Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Senior Note Security a certificate of authentication substantially in the form provided for herein executed by the Trustee or an Authenticating Agent by the manual signature of an one of its authorized signatory of the Trustee or an Authenticating Agentsignatories, and such certificate upon any Senior Note Security shall be conclusive evidence, and the only evidence, that such Senior Note Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Senior Note Security shall have been authenticated and delivered hereunder but never issued and sold by the CompanyCorporation, and the Company Corporation shall deliver such Senior Note Security to the Trustee for cancellation as provided in Section 3.10, for all purposes of this Indenture such Senior Note Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

Execution, Authentication, Delivery and Dating. The Senior Notes shall be executed on behalf of the Company by its Chairman of the BoardChairman, its Vice Chairman of the Board, its Chief Executive Officer, its President or one of its Vice Presidents, Presidents under its corporate seal, if any, seal reproduced thereon and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Senior Notes and the corporate seal may be manual or facsimile. 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 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 Indenture, 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 make such Senior Notes available for deliverydelivery as provided in this Indenture. In authenticating Notes in accordance with any Company Order as provided in the preceding paragraph, the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel stating, that such Notes when authenticated and made available for delivery by the Trustee and issued by the Company in the manner and subject to the conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. Each Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under 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 herein executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agentsignature, 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 Company shall execute and the foregoing, if any Senior 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 Senior 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 made available for delivery 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 3.10, for all purposes of this Indenture such Senior Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to 2.02 (or in the benefits of this Indentureform required by the Depositary).

Execution, Authentication, Delivery and Dating. The Senior Notes shall be executed on behalf of the Company by its Chairman of the Board, its a Vice Chairman of the Board, or its President, Chief Executive Officer, its President Officer or one of its Vice Presidents, under its corporate seal, if any, reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Senior Notes and the corporate seal may be manual or facsimile. 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 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 Indenture, the Company may deliver Senior Notes 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 Trustee, in accordance with the Company Order Order, shall authenticate and make deliver such Senior Notes available for deliveryNotes. Each Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under 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 herein manually executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agenton its behalf pursuant to Section 6.15, 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 In case any Senior Note Notes shall have been authenticated and delivered hereunder authenticated, but never issued and sold not delivered, by the CompanyTrustee or the Authenticating Agent then in office, any successor by merger, conversion or consolidation to such Trustee, or any successor Authenticating Agent, as the case may be, may adopt such authentication and deliver the Company Notes so authenticated with the same effect as if such successor Trustee or successor Authenticating Agent had itself authenticated such Notes. Each Depositary for a Global Note in registered form must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section if the Trustee, being advised by counsel, determines that such Senior Note to action may not lawfully be taken or if the Trustee for cancellation as provided in Section 3.10, for all purposes of this Indenture good faith shall determine that such Senior Note shall be deemed never action would expose the Trustee to have been authenticated and delivered hereunder and shall never be entitled personal liability to the benefits of this Indentureexisting Holders.

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 OfficerChairman, its President or one of its a Vice Presidents, under its corporate seal, if any, reproduced thereon President and attested by its Secretary or one of its an Assistant SecretariesSecretary. The signature of any of these officers on the Senior Notes and the corporate seal may be manual or facsimilefacsimile signatures of the present or any future-such authorized officer and may be imprinted or otherwise reproduced on the Notes. Senior 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 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 Indenture, 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 such Company Order shall authenticate and make deliver such Senior Notes available for deliveryNotes. Each Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under 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 herein duly executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agentofficer, 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 3.10, for all purposes of this Indenture such Senior 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, 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 Senior 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 Chief Executive Officer, its President or one of its Vice Presidents, under its corporate seal, if any, reproduced thereon attested Partnership by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Senior Notes and the corporate seal may be manual or facsimile. Senior 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 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 IndentureNote is authenticated, 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 make such Senior Notes available for delivery. Each Senior Note shall be dated the date of its authenticationvalid nevertheless. No Senior A Note shall not be entitled to any benefit under this Indenture or the related Guarantees 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 herein executed until authenticated by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating AgentTrustee, and such certificate upon any Senior Note which signature shall be conclusive evidence, and evidence that the only evidence, that such Senior Note has been duly authenticated and delivered hereunderunder this Indenture. Notwithstanding the foregoing, if any Senior 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 Senior Note to the Trustee for cancellation as provided in Section 3.102.13, 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 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 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:

Execution, Authentication, Delivery and Dating. Subject to the provisions of Section 3.13 and Section 3.14 hereof, upon the execution and delivery of this Agreement, and at any time and from time to time thereafter, the Company may deliver Certificates executed by the Company to the Purchase Contract Agent for authentication, execution on behalf of the Holders and delivery, together with an Issuer Order for authentication of such Certificates, and the Purchase Contract Agent in accordance with such Issuer Order shall authenticate, execute on behalf of the Holders and deliver such Certificates. The Senior Notes Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its Vice Chairman of the Board, its Chief Executive Officer, its President or the Chief Financial Officer, the President, one of its the Vice Presidents, under its corporate sealthe Treasurer, if anyone of the Assistant Treasurers, reproduced thereon attested by its the Secretary or one of its the Assistant Secretaries. The signature of any of these officers on the Senior Notes and the corporate seal Certificates may be manual or facsimile. Senior Notes Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Senior Notes Certificates or did not hold such offices at the date of such Senior NotesCertificates. At any time and from time to time after No Purchase Contract evidenced by a Certificate shall be valid until such Certificate has been executed on behalf of the execution and delivery of this Indenture, the Company may deliver Senior Notes executed Holder by the Company to manual signature of an authorized signatory of the Trustee for authenticationPurchase Contract Agent, together with a Company Order for as such Xxxxxx’s attorney-in-fact. Such signature by an authorized signatory of the authentication and delivery Purchase Contract Agent shall be conclusive evidence that the Holder of such Senior Notes, and Certificate has entered into the Trustee in accordance with the Company Order shall authenticate and make Purchase Contracts evidenced by such Senior Notes available for deliveryCertificate. Each Senior Note Certificate shall be dated the date of its authentication. No Senior Note Certificate shall be entitled to any benefit under this Indenture Agreement or be valid or obligatory for any purpose unless there appears on such Senior Note Certificate a certificate of authentication substantially in the form provided for herein executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating AgentPurchase Contract Agent by manual signature, and such certificate of authentication upon any Senior Note Certificate shall be conclusive evidence, and the only evidence, that such Senior Note Certificate 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 3.10, for all purposes of 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 this Indenture.

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, under . If its corporate sealseal is reproduced thereon, if any, reproduced thereon it shall be attested by its the Secretary or one an Assistant Secretary of its Assistant Secretariesthe Company. The signature of any of these officers on the Senior Notes and the corporate seal may be manual or facsimile. Senior 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 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 IndentureIndenture and as provided in Section 401, 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 make deliver such Senior Notes available for deliveryNotes. Each Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under 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 herein executed by in Annex A, signed manually in the Trustee or an Authenticating Agent by manual signature of an authorized signatory name of the Trustee or by an Authenticating Agentauthorized signatory, 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 3.10409, for all purposes of 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 this Indenture.

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 the Chief Financial Officer, the Treasurer, the President or one a Vice President of its Vice Presidents, under its corporate seal, if any, reproduced thereon attested by its Secretary or one of its Assistant Secretariesthe Company. The signature of any of these officers individuals on the Senior Notes and the corporate seal may be a manual or facsimilefacsimile signature of such authorized officer and may be imprinted or otherwise reproduced on the Notes. Senior 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 such individuals or any of them individual shall have ceased to hold such offices office prior to the authentication and delivery of such Senior Notes or did not hold such offices office at the date of such Senior Notes. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Senior Notes Notes, executed by the Company 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 make deliver such Senior Notes available for deliveryNotes. Each Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under 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 herein in Section 2.02, duly executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agentsignatory, 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 hereunderhereunder and is entitled to the benefits of this Indenture. 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 3.103.08 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 Note has never been issued and sold by the Company, for all purposes of this Indenture Indenture, such Senior Note shall be deemed never not to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

Execution, Authentication, Delivery and Dating. The Senior Notes Debentures shall be executed signed on behalf of the Company by both (a) its Chairman of the Board, its Board of Directors or any Vice Chairman of the Board, its Chief Executive Officer, Board of Directors or its President or one of its Vice Presidents, under Presidents and (b) its corporate seal, if any, reproduced thereon attested by Treasurer or one of its Assistant Treasurers or its Secretary or one of its Assistant Secretaries, under its corporate seal which may, but need not, be attested. The signature of any of these officers on the Senior Notes and the corporate seal Debentures may be manual or facsimile. Senior 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 that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Senior Notes Debentures or did not hold such offices at the date of such Senior NotesDebentures. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Senior Notes Debentures executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Senior NotesDebentures, and the Trustee in accordance with the Company Order shall authenticate and make such Senior Notes Debentures available for delivery. Each Senior Note Debenture shall be dated the date of its authentication. No Senior Note Debenture shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Senior Note the Debenture a certificate of authentication substantially in the form provided for herein executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agentsignature, and such certificate upon any Senior Note Debenture shall be conclusive evidence, and the only evidence, that such Senior Note Debenture has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Senior Note Debenture shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Senior Note Debenture to the Trustee for cancellation as provided in Section 3.102.9 together with a written statement stating that such Debenture has never been issued and sold by the Company, for all purposes of this Indenture such Senior Note Debenture shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

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, under its corporate seal, if any, reproduced thereon attested by its Secretary or one of its Assistant Secretariesany two Officers. The signature of any of these officers Officer on the Senior Notes and the corporate seal may be manual or facsimilefacsimile signatures of the present or any future such authorized officer and may be 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 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 Indenture, 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 such Company Order shall authenticate and make deliver such Senior Notes. On the Issue Date, the Company shall deliver the Notes available in the aggregate principal amount of $350,000,000 executed by the Company to the Trustee for deliveryauthentication, 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 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. 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 Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under 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 herein duly executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agentofficer, 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 3.10, for all purposes of this Indenture such Senior 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 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 a supplemental indenture 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 Senior Notes shall be executed signed in the name and on behalf of the Company by its Chairman the manual or facsimile signature of the Board, its Vice Chairman of the Board, its Chief Executive Officer, its President or one of its Vice PresidentsChief Financial Officer, under its corporate sealPresident, if anyTreasurer, reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Senior Notes and the corporate seal may be manual or facsimile. 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 that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such its Executive or Senior Notes or did not hold such offices at the date of such Senior NotesVice Presidents. At any time and from time to time after the execution and delivery of this Indenture, 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 such Company Order shall authenticate and make deliver such Senior Notes, without any further action by the Company hereunder. Only such Notes available for delivery. Each Senior Note as shall be dated bear thereon a certificate of authentication substantially in the date form set forth as Exhibit A hereto, executed manually or by facsimile by an authorized officer of its authentication. No Senior Note the Trustee (or an Authenticating Agent appointed by the Trustee as provided by Section 614), shall be entitled to any benefit under the benefits of this Indenture or be valid or obligatory for any purpose unless there appears on purpose. Such certificate by the Trustee (or such Senior an Authenticating Agent) upon any Note a certificate of authentication substantially in the form provided for herein executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agent, and such certificate upon any Senior Note Company shall be conclusive evidence, and evidence that the only evidence, that such Senior Note so authenticated 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 3.10, for all purposes of this Indenture such Senior Note shall be deemed never to have been authenticated and delivered hereunder and shall never be that the Holder is entitled to the benefits of this Indenture. In case any Officer of the Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Company, such Notes nevertheless may be authenticated and delivered or disposed of as though the person who signed such Notes had not ceased to be such Officer of the Company; and any Note may be signed on behalf of the Company by such persons as, at the actual date of the execution of such Note, shall be the proper Officers of the Company, although at the date of the execution of this Indenture any such person was not such an Officer.

Execution, Authentication, Delivery and Dating. The Senior Notes Securities shall be executed on behalf of the Company by one of its Chairman of the Board, its Vice Chairman of the BoardPresident, its Chief Executive Officer, its President Chief Financial Officer or one of its Vice Presidents, under its corporate seal, if any, reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature signatures of any of these officers on the Senior Notes and the corporate seal Securities may be manual or facsimile. Senior 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 that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Senior Notes Securities or did not hold such offices at the date of such Senior NotesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Senior Notes Securities executed by the Company to the Trustee (with or without Guarantees endorsed thereon) for authentication, together with a Company Order for the authentication and delivery of such Senior Notes, Securities; and the Trustee in accordance with the such Company Order shall authenticate and make such Senior Notes available for deliverydelivery such Securities as provided in this Indenture and not otherwise. Each Senior Note Security shall be dated the date of its authentication. No Senior Note Security or Guarantee endorsed thereon shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Senior Note Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agentofficer, and such certificate upon any Senior Note Security shall be conclusive evidence, and the only evidence, that such Senior Note Security 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 3.10, for all purposes of this Indenture such Senior 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 Guarantor, pursuant to Article Eight, 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 or such Guarantor 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 Eight, any of the Securities 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 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 the written 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 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 option of the Holders but without expense to them, shall provide for the exchange of all Securities at the time Outstanding for Securities authenticated and delivered in such new name. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities on behalf of the Trustee. 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. If an officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates such Security such Security shall be valid nevertheless.

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 OfficerPresident, its President or one of its Vice Presidents, under Presidents or its corporate seal, if any, reproduced thereon attested by its Secretary or one of its Assistant SecretariesTreasurer. The signature of any of these officers on the Senior Notes and the corporate seal may be manual manual, electronic (including DocuSign or other electronic platform) or facsimile. Senior Notes bearing the manual manual, electronic (including DocuSign or other electronic platform) or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding 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 The Company shall execute and, upon receipt of this Indenturea Company Order, the Company Trustee shall authenticate (whether itself or via the Authenticating Agent), which such authentication may deliver Senior Notes executed be by manual, electronic (including DocuSign or other electronic platform) or facsimile signature, Notes, on the date hereof, for original issue up to an aggregate principal amount of $300,000,000. The Trustee may appoint an 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 for authentication, together with a Company Order for the may do so. Each reference in this Indenture to authentication and delivery of such Senior Notes, and by the Trustee in accordance includes authentication by any such agent. An Authenticating Agent has the same rights as any Security Registrar, co-Security Registrar, Paying Agent or transfer agent to deal with the Company Order shall authenticate and make such Senior Notes available for delivery. Each Senior Note shall be dated or an Affiliate of the date of its authenticationCompany. No Senior Note shall be entitled to any benefit under 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 herein executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agentsignature, 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 3.103.09, for all purposes of 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 this Indenture.

Execution, Authentication, Delivery and Dating. The Senior Notes shall be executed on behalf of the Company by its Chairman an Officer of the Board, its Vice Chairman of the Board, its Chief Executive Officer, its President or one of its Vice Presidents, under its corporate seal, if any, reproduced thereon attested by its Secretary or one of its Assistant SecretariesCompany. The signature of any of these officers such Officers on the Senior Notes and the corporate seal may be manual or facsimilefacsimile signature of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Notes. Senior 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 that such individuals or any of them have individual ceased to hold such offices office prior to the authentication and delivery of such Senior Notes or did not hold such offices office at the date of such Senior Notes. At any time and from time to time after the execution and delivery of this Indenture, 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 such Company Order shall authenticate and make deliver such Senior Notes. On or prior to the Issue Date, the Company shall deliver the Initial Notes available in the aggregate principal amount of $300,000,000 executed by the Company to the Trustee for deliveryauthentication, 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 $300,000,000; 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 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, an Officer’s Certificate 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 Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under 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 herein in the applicable exhibit to the Appendix, duly executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agentofficer, and such certificate upon any Senior the applicable 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 3.10, for all purposes of this Indenture such Senior 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 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 a 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. ARTICLE THREE

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 OfficerChairman, its President or one of its a Vice Presidents, under its corporate seal, if any, reproduced thereon attested by its Secretary or one of its Assistant SecretariesPresident. The signature of any of these officers on the Senior Notes and the corporate seal may be manual or facsimilefacsimile signatures of the present or any future such authorized officer and may be 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 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 Indenture, the Company may deliver Senior Notes (including Additional 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 such Company Order shall authenticate and make deliver such Senior Notes available for deliveryNotes. Each Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under 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 herein duly executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agentofficer, 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 3.10, for all purposes of this Indenture such Senior Note shall be deemed never to have been authenticated and delivered hereunder and shall never be is entitled to the benefits of this Indenture. If the Company 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 successor Person resulting from such consolidation, or surviving such merger, or into which the Company or Subsidiary Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with 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 and all other obligors thereon 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 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 OfficerPresident, its President or one of its Vice Presidents, under Presidents or its corporate seal, if any, reproduced thereon attested by its Secretary or one of its Assistant SecretariesTreasurer. The signature of any of these officers on the Senior Notes and the corporate seal may be manual manual, electronic (including DocuSign or other electronic platform) or facsimile. Senior Notes bearing the manual manual, electronic (including DocuSign or other electronic platform) or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding 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 The Company shall execute and, upon receipt of this Indenturea Company Order, the Company Trustee shall authenticate (whether itself or via the Authenticating Agent), which such authentication may deliver Senior Notes executed be by manual, electronic (including DocuSign or other electronic platform) or facsimile signature, Notes, on the date hereof, for original issue up to an aggregate principal amount of $940,534,000. The Trustee may appoint an 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 for authentication, together with a Company Order for the may do so. Each reference in this Indenture to authentication and delivery of such Senior Notes, and by the Trustee in accordance includes authentication by any such agent. An Authenticating Agent has the same rights as any Security Registrar, co-Security Registrar, Paying Agent or transfer agent to deal with the Company Order shall authenticate and make such Senior Notes available for delivery. Each Senior Note shall be dated or an Affiliate of the date of its authenticationCompany. No Senior Note shall be entitled to any benefit under 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 herein executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agentsignature, 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 3.103.09, for all purposes of 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 this Indenture.

Execution, Authentication, Delivery and Dating. The Senior Notes Securities 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 Chief Financial Officer, the President or one a Vice President of its Vice Presidents, under its corporate seal, if any, reproduced thereon the Company and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers individuals on the Senior Notes and the corporate seal Securities may be manual or facsimilefacsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Senior 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 that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Senior Notes Securities or did not hold such offices at the date of such Senior NotesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Senior Notes Securities, executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Senior NotesSecurities, and the Trustee in accordance with the Company Order shall authenticate and make deliver such Senior Notes available for deliverySecurities. Each Senior Note Security shall be dated the date of its authentication. No Senior Note Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Senior Note Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agentsignatory, and such certificate upon any Senior Note Security shall be conclusive evidence, and the only evidence, that such Senior Note Security has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Senior Note Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Senior Note Security to the Trustee for cancellation as provided in Section 3.103.08 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 Security has never been issued and sold by the Company, for all purposes of 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 this Indenture.

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 Officer or one of its any Vice Presidents, under its corporate seal, if any, reproduced thereon attested by its Secretary or one of its Assistant SecretariesPresident. The signature of any of these officers on the Senior Notes and the corporate seal may be manual or facsimilefacsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Notes. Senior 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 that such individuals or any of them have individual has ceased to hold such offices office prior to the authentication and delivery of such Senior Notes or did not hold such offices office at the date of such Senior Notes. At any time and from time to time after On the execution and delivery of this IndentureIssue Date, the Company may shall deliver Senior the Original Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Senior Notes, directing the Trustee to authenticate the Original Notes, and the Trustee in accordance with the such Company Order shall authenticate and make deliver such Senior Original Notes. On Company Order, the Trustee shall authenticate Additional Notes available for deliveryoriginal 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 Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under 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 herein duly executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agentsignatory, 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 3.10, for all purposes of this Indenture such Senior 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 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 Senior Two Officers 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 Chief Executive Officer, its President or one of its Vice Presidents, under its corporate seal, if any, reproduced thereon attested by its Secretary or one of its Assistant SecretariesTrustee. The signature of any of these officers on shall be conclusive evidence that the Senior Notes and the corporate seal may be manual or facsimile. 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 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 NotesNote has been authenticated under this Indenture. At any time and from time to time after the execution and delivery of this Indenture, 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 such Company Order shall authenticate and make deliver such Senior Notes available for delivery. Each Senior Note shall be dated the date of its authenticationNotes. No Senior Note shall be entitled to any benefit under 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 herein duly executed by the Trustee by manual, facsimile or an Authenticating Agent by manual electronic signature of an authorized signatory of the Trustee or an Authenticating Agentsignatory, 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. 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, 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 Senior Note shall have been duly 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 3.102.12 hereof together with a written statement stating that such Note has never been issued and sold by the Company, for all purposes of 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 this Indenture.

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 any Officer, its President or one of its Vice Presidents, under its corporate seal, if any, reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers Officer on the Senior Notes and the corporate seal may be manual or via facsimile, .pdf transmission or other electronic means of the present or any future such authorized Officer and may be imprinted or otherwise reproduced on the Notes. Senior 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 that such individuals or any of them have individual ceased to hold such offices office prior to the authentication and delivery of such Senior Notes or did not hold such offices office at the date of such Senior Notes. At any time and from time to time after the execution and delivery of this Indenture, 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 such Company Order shall authenticate and make deliver such Senior Notes. On the Issue Date, the Company shall deliver the Initial Notes available in the aggregate principal amount of $500,000,000 executed by the Company to the Trustee for deliveryauthentication, 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 Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under 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 herein in Exhibit 1 to the Appendix, duly executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agentsignatory, 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 3.10, for all purposes of this Indenture such Senior 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 Senior Two Officers 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 signature of the Board, its Vice Chairman of the Board, its Chief Executive Officer, its President or one of its Vice Presidents, under its corporate seal, if any, reproduced thereon attested by its Secretary or one of its Assistant SecretariesTrustee. The signature of any of these officers on shall be conclusive evidence that the Senior Notes and the corporate seal may be manual or facsimile. 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 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 NotesNote has been authenticated under this Indenture. At any time and from time to time after the execution and delivery of this Indenture, 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 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 $330,000,000 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 the such Company Order shall authenticate and make deliver such Senior Initial Notes. At any time and from time to time after the Issue Date, the Company may deliver Additional Notes available executed by the Company to the Trustee for deliveryauthentication, 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 all conditions precedent to the issuance of Additional Notes contained herein have been fully complied with, and the Trustee in accordance with such Company Order shall authenticate and deliver such Additional Notes. The Trustee shall receive a Company Order, an Officer’s Certificate and an Opinion of Counsel that it may reasonably require in connection with the 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 Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under 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 herein in the applicable exhibit to the Appendix, duly executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agentsignatory, and such certificate upon any Senior the applicable 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 3.10, for all purposes of this Indenture such Senior 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, pursuant to Article 5 of this Indenture, shall be consolidated or merged with or into another Person (whether or not the Company is the surviving Person) or shall sell, transfer, convey, 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 a supplemental indenture hereto with the Trustee pursuant to Article 5 of this Indenture, any of the Notes authenticated or delivered prior to such consolidation, merger, sale, transfer, conveyance, 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 Company Order 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 Senior Notes Securities shall be executed on behalf of the Company by its the Chairman of the Board, its Vice Chairman of the BoardChairman, its Chief Executive Officer, its Chief Financial Officer, President or one any Vice President of its Vice Presidents, under its corporate seal, if any, reproduced thereon attested by its Secretary or one of its Assistant Secretariesthe Company and need not be attested. The signature of any of these officers on the Senior Notes and the corporate seal Securities may be manual or facsimile. Senior 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 that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Senior Notes Securities or did not hold such offices at the date of such Senior NotesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Senior 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 Senior NotesSecurities, and the Trustee in accordance with the Company Order shall authenticate and make deliver such Senior Notes available Securities; provided, however, that Exchange Securities shall be issuable only upon the valid surrender for deliverycancellation of Original Securities of the same series and of a like aggregate principal amount, in accordance with the applicable Exchange Offer. Each Senior Note Security shall be dated the date of its authentication. No Senior Note Security shall be entitled to any benefit under this Indenture or the Guarantee or be valid or obligatory for any purpose unless there appears on such Senior Note Security a certificate of authentication substantially in the form provided for herein executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agentsignatory, and such certificate upon any Senior Note Security shall be conclusive evidence, and the only evidence, that such Senior Note Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Senior Note Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Senior Note Security to the Trustee for cancellation as provided in Section 3.10, 309 for all purposes of this Indenture Indenture, such Senior Note Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

Execution, Authentication, Delivery and Dating. Subject to the provisions of Section 3.13 and Section 3.14 hereof, upon the execution and delivery of this Agreement, and at any time and from time to time thereafter, the Company may deliver Certificates executed by the Company to the Purchase Contract Agent for authentication, execution on behalf of the Holders and delivery, together with an Issuer Order for authentication of such Certificates, and the Purchase Contract Agent in accordance with such Issuer Order shall authenticate, execute on behalf of the Holders and deliver such Certificates. The Senior Notes Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its Vice Chairman of the Board, its Chief Executive Officer, its President or the Chief Financial Officer, the President, one of its the Vice Presidents, under its corporate sealExhibit 4(c) the Treasurer, if anyone of the Assistant Treasurers, reproduced thereon attested by its the Secretary or one of its the Assistant Secretaries. The signature of any of these officers on the Senior Notes and the corporate seal Certificates may be manual or facsimile. Senior Notes Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Senior Notes Certificates or did not hold such offices at the date of such Senior NotesCertificates. At any time and from time to time after No Purchase Contract evidenced by a Certificate shall be valid until such Certificate has been executed on behalf of the execution and delivery of this Indenture, the Company may deliver Senior Notes executed Holder by the Company to manual signature of an authorized signatory of the Trustee for authenticationPurchase Contract Agent, together with a Company Order for as such Holder’s attorney‑in‑fact. Such signature by an authorized signatory of the authentication and delivery Purchase Contract Agent shall be conclusive evidence that the Holder of such Senior Notes, and Certificate has entered into the Trustee in accordance with the Company Order shall authenticate and make Purchase Contracts evidenced by such Senior Notes available for deliveryCertificate. Each Senior Note Certificate shall be dated the date of its authentication. No Senior Note Certificate shall be entitled to any benefit under this Indenture Agreement or be valid or obligatory for any purpose unless there appears on such Senior Note Certificate a certificate of authentication substantially in the form provided for herein executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating AgentPurchase Contract Agent by manual signature, and such certificate of authentication upon any Senior Note Certificate shall be conclusive evidence, and the only evidence, that such Senior Note Certificate 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 3.10, for all purposes of 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 this Indenture.

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, under . If its corporate sealseal is reproduced thereon, if any, reproduced thereon it shall be attested by its the Secretary or one an Assistant Secretary of its Assistant Secretariesthe Company. The signature of any of these officers on the Senior Notes and the corporate seal may be manual or facsimile. Senior 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 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 IndentureIndenture and as provided in Section 301, 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 make deliver such Senior Notes available for deliveryNotes. 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 Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under 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 herein executed by in Annex A, signed manually in the Trustee or an Authenticating Agent by manual signature of an authorized signatory name of the Trustee or by an Authenticating Agentauthorized signatory, 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 3.10309, for all purposes of 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 this Indenture. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in 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 Senior Two Officers 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 signature of the Board, its Vice Chairman of the Board, its Chief Executive Officer, its President or one of its Vice Presidents, under its corporate seal, if any, reproduced thereon attested by its Secretary or one of its Assistant SecretariesTrustee. The signature of any of these officers on shall be conclusive evidence that the Senior Notes and the corporate seal may be manual or facsimile. 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 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 NotesNote has been authenticated under this Indenture. At any time and from time to time after the execution and delivery of this Indenture, 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 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 $700,000,000 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 the such Company Order shall authenticate and make deliver such Senior Initial Notes. At any time and from time to time after the Issue Date, the Company may deliver Additional Notes available executed by the Company to the Trustee for deliveryauthentication, 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 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 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 $700,000,000 plus the aggregate principal amount of any Additional Notes; 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 certifying that all conditions precedent to the issuance of such Exchange Notes have been fully complied with. In each case, the Trustee shall receive a Company Order, an Officer’s Certificate and an Opinion of Counsel 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 Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under 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 herein in the applicable exhibit to the Appendix, duly executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agentsignatory, and such certificate upon any Senior the applicable 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 3.10, for all purposes of this Indenture such Senior 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, pursuant to Article Five of this Indenture, shall be consolidated or merged with or into another Person (whether or not the Company is the surviving Person) or shall sell, transfer, convey, 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 a supplemental indenture hereto with the Trustee pursuant to Article Five of this Indenture, any of the Notes authenticated or delivered prior to such consolidation, merger, sale, transfer, conveyance, 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 Company Order 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 Senior Notes shall be executed on behalf of the Company by its Chairman an Officer of the Board, its Vice Chairman of the Board, its Chief Executive Officer, its President or one of its Vice Presidents, under its corporate seal, if any, reproduced thereon attested by its Secretary or one of its Assistant SecretariesCompany. The signature of any of these officers such Officer on the Senior Notes and the corporate seal may be manual or facsimilefacsimile signature of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Notes. Senior 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 that such individuals or any of them have individual ceased to hold such offices office prior to the authentication and delivery of such Senior Notes or did not hold such offices office at the date of such Senior Notes. At any time and from time to time after the execution and delivery of this Indenture, 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 such Company Order shall authenticate and make deliver such Senior Notes. On the Issue Date, the Company shall deliver the Initial Notes available in the aggregate principal amount of $250,000,000 executed by the Company to the Trustee for deliveryauthentication, together with an 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 an Company 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 the Trustee in accordance with such Company Order shall authenticate and deliver such Additional Notes. Upon receipt of an Company Order, the Trustee shall authenticate for original issue Exchange Notes in an aggregate principal amount not to exceed $250,000,000 plus the aggregate principal amount of any Additional Notes; 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 an 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, an Officers’ Certificate 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 Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under 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 herein in the applicable exhibit to the Appendix, duly executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agentsignatory, and such certificate upon any Senior the applicable 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 3.10, for all purposes of this Indenture such Senior 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 the 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 the 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 an 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 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 any Officer, its President or one of its Vice Presidents, under its corporate seal, if any, reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers an Officer on the Senior Notes and the corporate seal may be manual or via facsimile, .pdf transmission or other electronic means of the present or any future such authorized Officer and may be imprinted or otherwise reproduced on the Notes. Senior 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 that such individuals or any of them have individual ceased to hold such offices office prior to the authentication and delivery of such Senior Notes or did not hold such offices office at the date of such Senior Notes. At any time and from time to time after the execution and delivery of this Indenture, 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 such Company Order shall authenticate and make deliver such Senior Notes. On the Issue Date, the Company shall deliver the Initial Notes available in the aggregate principal amount of $225,000,000 executed by the Company to the Trustee for deliveryauthentication, 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 $225,000,000 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 the 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 Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under 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 herein in Exhibit 1 to the Appendix, duly executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agentsignatory, 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 3.10, for all purposes of this Indenture such Senior 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. ARTICLE THREE

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, under its corporate seal, if any, reproduced thereon attested by its Secretary or one of its Assistant Secretariesany two Officers. The signature of any of these officers Officer on the Senior Notes and the corporate seal may be manual or facsimilefacsimile signatures of the present or any future such authorized officer and may be 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 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 Indenture, 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 such Company Order shall authenticate and make deliver such Senior Notes. Such Company Order shall identify the Notes available 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 $300,000,000 executed by the Company to the Trustee for deliveryauthentication, 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. On Company Order, the Trustee shall authenticate for original issue Exchange Notes in an aggregate principal amount not to exceed $300,000,000 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 the Company Order for the authentication and delivery of such Exchange Notes shall certify 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 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 Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under 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 herein duly executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agentofficer, 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 3.10, for all purposes of this Indenture such Senior 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, 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. Subject to the provisions of Section 3.13 and Section 3.14 hereof, upon the execution and delivery of this Agreement, and at any time and from time to time thereafter, the Company may deliver Certificates executed by the Company to the Purchase Contract Agent for authentication, execution on behalf of the Holders and delivery, together with an Issuer Order for authentication of such Certificates, and the Purchase Contract Agent in accordance with such Issuer Order shall authenticate, execute on behalf of the Holders and deliver such Certificates. The Senior Notes Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its Vice Chairman of the Board, its Chief Executive Officer, its President or the Chief Financial Officer, the President, one of its the Vice Presidents, under its corporate seal22 the Treasurer, if anyone of the Assistant Treasurers, reproduced thereon attested by its the Secretary or one of its the Assistant Secretaries. The signature of any of these officers on the Senior Notes and the corporate seal Certificates may be manual or facsimile. Senior Notes Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Senior Notes Certificates or did not hold such offices at the date of such Senior NotesCertificates. At any time and from time to time after No Purchase Contract evidenced by a Certificate shall be valid until such Certificate has been executed on behalf of the execution and delivery of this Indenture, the Company may deliver Senior Notes executed Holder by the Company to manual signature of an authorized signatory of the Trustee for authenticationPurchase Contract Agent, together with a Company Order for as such Holder’s attorney‑in‑fact. Such signature by an authorized signatory of the authentication and delivery Purchase Contract Agent shall be conclusive evidence that the Holder of such Senior Notes, and Certificate has entered into the Trustee in accordance with the Company Order shall authenticate and make Purchase Contracts evidenced by such Senior Notes available for deliveryCertificate. Each Senior Note Certificate shall be dated the date of its authentication. No Senior Note Certificate shall be entitled to any benefit under this Indenture Agreement or be valid or obligatory for any purpose unless there appears on such Senior Note Certificate a certificate of authentication substantially in the form provided for herein executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating AgentPurchase Contract Agent by manual signature, and such certificate of authentication upon any Senior Note Certificate shall be conclusive evidence, and the only evidence, that such Senior Note Certificate 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 3.10, for all purposes of 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 this Indenture.

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 any Officer, its President or one of its Vice Presidents, under its corporate seal, if any, reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers an Officer on the Senior Notes and the corporate seal may be manual or via facsimile, .pdf transmission or other electronic means of the present or any future such authorized Officer and may be imprinted or otherwise reproduced on the Notes. Senior 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 that such individuals or any of them have individual ceased to hold such offices office prior to the authentication and delivery of such Senior Notes or did not hold such offices office at the date of such Senior Notes. At any time and from time to time after the execution and delivery of this Indenture, 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 such Company Order shall authenticate and make deliver such Senior Notes. On the Issue Date, the Company shall deliver the Initial Notes available in the aggregate principal amount of $65,000,000 executed by the Company to the Trustee for deliveryauthentication, 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 (i) 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 (ii) an Opinion of Counsel which shall state that the form and terms of the Additional Notes have been established in conformity with this Indenture, and that such Additional Notes, when authenticated and delivered by the Trustee and issued by the Company, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms. Thereafter, 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 $65,000,000 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 the 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 Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under 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 herein in Exhibit 1 to the Appendix, duly executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agentsignatory, 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 3.10, for all purposes of this Indenture such Senior 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, 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 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. ARTICLE THREE

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 any Officer, its President or one of its Vice Presidents, under its corporate seal, if any, reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers an Officer on the Senior Notes and the corporate seal may be manual or via facsimile, pdf transmission or other electronic means of the present or any future such authorized Officer and may be imprinted or otherwise reproduced on the Notes. Senior 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 that such individuals or any of them have individual ceased to hold such offices office prior to the authentication and delivery of such Senior Notes or did not hold such offices office at the date of such Senior Notes. At any time and from time to time after the execution and delivery of this Indenture, 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 such Company Order shall authenticate and make deliver such Senior Notes. On the Issue Date, the Company shall deliver the Initial Notes available executed by the Company in the aggregate principal amount of $100,000,000 to the Trustee for deliveryauthentication, together with a Company Order 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 Company may deliver Additional Notes executed by the Company to the Trustee for authentication, together with (i) a Company 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 Company, 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. Thereafter, 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 $100,000,000 plus any increase in the aggregate principal amount of the Notes as a result of any Additional Notes being issued without registration under the Securities Act; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes and any such 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 the 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 Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under 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 herein in Exhibits 1 and A to the Appendix, duly executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agentsignatory, 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 3.10, for all purposes of this Indenture such Senior 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, pursuant to Article Eight 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 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, transfer, lease or other conveyance as aforesaid, shall have expressly assumed the obligations of the Company pursuant to Article Eight 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 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. ARTICLE THREE THE NOTES

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 Chief Financial Officer or one of its Vice Presidents, under its corporate seal, if any, reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Senior Notes and the corporate seal may be manual or facsimile. 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 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 to, time after the execution and delivery of this Indenture, the Company may deliver Senior Notes of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Senior Notes, and the Trustee in accordance with the Company Order shall authenticate and make deliver such Senior Notes available for deliveryNotes. Each Senior Note shall be dated the date of its authentication. No Senior Note shall be entitled to any benefit under 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 herein executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agentsignature, 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 3.10accordance herein, for all purposes of 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 this Indenture.

Execution, Authentication, Delivery and Dating. The Senior 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 Chief Executive Officer, its President or one of its Vice Presidents, under its corporate seal, if any, reproduced thereon Presidents attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers officer on the Senior Notes and the corporate seal Securities may be manual or facsimile. Senior 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 that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Senior Notes Securities or did not hold such offices at on the date of such Senior NotesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Senior Notes Securities executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Senior Notes, Securities; and the Trustee in accordance with the such Company Order shall authenticate and make deliver such Senior Notes available for deliverySecurities as provided in this Indenture and not otherwise. Each Senior Note Security shall be dated the date of its authentication. No Senior Note Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Senior Note Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee or an Authenticating Agent by manual or facsimile signature of an authorized signatory of the Trustee or an Authenticating Agentofficer, and such certificate upon any Senior Note Security shall be conclusive evidence, and the only evidence, that such Senior 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 Senior 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 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 the Holders but never issued and sold by without expense to them, shall provide for the Company, and exchange of all Securities at the Company shall deliver such Senior Note to the Trustee time Outstanding for cancellation as provided in Section 3.10, for all purposes of this Indenture such Senior Note shall be deemed never to have been 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 Trustee. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this IndentureIndenture 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 Senior Notes shall be executed on behalf of the Company Issuer by its Chairman of the Board, its Vice Chairman of the Board, its Chief Executive Officer, its President or one of its Vice Presidents, under its corporate seal, if any, Presidents which may be in facsimile form or otherwise reproduced thereon attested by its Secretary or one of its Assistant Secretariesthereon. The signature of any of these officers on the Senior Notes and the corporate seal may be manual or facsimile. Senior The Notes may be printed, lithographed, typewritten, mimeographed or otherwise produced. 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 that such individuals or any of them have ceased to hold such offices prior to the authentication and or delivery of such Senior Notes or did not hold such offices at the date of authentication or delivery of such Senior Notes. At any time and from time to time after the execution and delivery of this Indenture, the Company Issuer may deliver Senior 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 Senior Notes, ; and the Trustee in accordance with the Company Order shall authenticate and make deliver such Senior Notes available for deliveryas 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 Senior 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 Senior Note shall be entitled to any benefit under 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 herein herein, executed by the Trustee or an Authenticating Agent by the manual signature of an one of its authorized signatory of the Trustee or an Authenticating Agentofficers, 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 Each Holder shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Senior Note to provide the Trustee for cancellation as provided recordation in Section 3.10, the Note Register its mailing address for all purposes of this Indenture such Senior Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to notices under the benefits of this Indenture.

Execution, Authentication, Delivery and Dating. The Senior Notes Bonds 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 any of its Vice PresidentsAuthorized Officers, under its corporate seal, if any, reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Senior Notes and the corporate seal Bonds may be manual or facsimile. Senior Notes Bonds 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 that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Senior Notes Bonds or did not hold such offices at the date of such Senior NotesBonds. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Senior Notes Bonds of each series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Senior Notes, Bonds; and the Trustee shall authenticate and deliver such Bonds in accordance with the such Company Order shall authenticate and make such Senior Notes available for deliveryOrder. Each Senior Note Bond shall be dated the date of its authentication. No Senior Note Bond shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Senior Note Bond a certificate of authentication substantially in the form provided for herein in this Indenture executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agentsignature, and such certificate upon any Senior Note Bond shall be conclusive evidence, and the only evidence, that such Senior Note Bond has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Senior Note Bond shall have been authenticated and delivered hereunder but and never issued and sold by the Company, and the Company shall deliver such Senior Note Bond to the Trustee for cancellation as provided in Section 3.103.11, for all purposes of this Indenture such Senior Note Bond shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

Execution, Authentication, Delivery and Dating. The Senior Notes Debentures shall be executed signed on behalf of the Company by both (a) its Chairman of the Board, its Board of Directors or any Vice Chairman of the Board, its Chief Executive Officer, Board of Directors or its President or one of its Vice Presidents, under Presidents and (b) its corporate seal, if any, reproduced thereon attested by Treasurer or one of its Assistant Treasurers or its Secretary or one of its Assistant Secretaries, under its corporate seal reproduced thereon which may, but need not, be attested. The signature of any of these officers on the Senior Notes and the corporate seal Debentures may be manual or facsimile. Senior 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 that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Senior Notes Debentures or did not hold such offices at the date of such Senior NotesDebentures. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Senior Notes Debentures executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Senior NotesDebentures, and the Trustee in accordance with the Company Order shall authenticate and make such Senior Notes Debentures available for delivery. Each Senior Note Debenture shall be dated the date of its authentication. No Senior Note Debenture shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Senior Note the Debenture a certificate of authentication substantially in the form provided for herein executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or an Authenticating Agentsignature, and such certificate upon any Senior Note Debenture shall be conclusive evidence, and the only evidence, that such Senior Note Debenture has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Senior Note Debenture shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Senior Note Debenture to the Trustee for cancellation as provided in Section 3.102.9 together with a written statement stating that such Debenture has never been issued and sold by the Company, for all purposes of this Indenture such Senior Note Debenture shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

Execution, Authentication, Delivery and Dating. The Senior Notes Securities shall be signed on behalf of the Company by the Chairman of the Board of Directors, the President, or a Vice President and by its Treasurer or Controller or its Secretary or an Assistant Secretary, under its corporate seal. Such signatures may be manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Securities. The seal of the Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Any coupons 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 manual or one of its Vice Presidents, under its corporate seal, if any, reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The facsimile signature of any such authorized officer of these officers on the Senior Notes Company. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, executed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and the corporate seal may be manual or facsimiledelivered hereunder. Senior 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 that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Senior Notes Securities or did not hold such offices at the date of such Senior NotesSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Senior Notes Securities of any series executed by the Company to the Trustee for authentication. The Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company, together signed by the Chairman of the Board of Directors, the President, or a Vice President and by its Treasurer or Controller or by its Secretary or an Assistant Secretary, or pursuant to such procedures acceptable to the Trustee and such recipients, without any further action by the Company; provided, however, that in connection with its original issuance, a Bearer Security may be delivered only outside the United States and only if the Company Order for or its agent shall have received from the authentication and person entitled to delivery of such Senior NotesBearer Security a certificate substantially in the form set forth as Exhibit A hereto. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee in accordance with the Company Order shall authenticate and make such Senior 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 this Indenture or receive, and shall be valid or obligatory for any purpose unless there appears on such Senior Note a certificate of authentication substantially fully protected in relying upon the form provided for herein executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory documents specified in Section 314 of the Trustee or an Authenticating AgentTrust Indenture Act, 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 3.10, for all purposes of 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 this Indenture.addition: